UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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October 31, 2014
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Papa John's International, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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0-21660
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61-1203323
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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2002 Papa John's Boulevard
Louisville, Kentucky
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40299-2367
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(502) 261-7272
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N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit
Number
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Description
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10.1
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First Amendment to First Amended and Restated Credit Agreement by and among Papa John’s International, Inc.; the Guarantors party thereto; PNC Bank, National Association, as a lender and in its capacity as Administrative Agent for the lenders; JPMorgan Chase Bank, N.A., as a lender and in its capacity as Co-Syndication Agent for the lenders; U.S. Bank, National Association, as a lender and in its capacity as Co-Syndication Agent for the lenders; Bank of America, N.A., as a lender and in its capacity as Documentation Agent for the lenders; and Branch Banking and Trust Company, as a lender.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Papa John's International, Inc.
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(Registrant)
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Date: November 4, 2014
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/s/ Lance F. Tucker | |
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Lance F. Tucker
Senior Vice President, Chief Financial
Officer, Chief Administrative Officer and
Treasurer
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Exhibit
Number
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Description of Exhibit
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10.1
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First Amendment to
First Amended and Restated Credit Agreement by and among Papa John’s International, Inc.; the Guarantors party thereto; PNC Bank, National Association, as a lender and in its capacity as Administrative Agent for the lenders; JPMorgan Chase Bank, N.A., as a lender and in its capacity as Co-Syndication Agent for the lenders; U.S. Bank, National Association, as a lender and in its capacity as Co-Syndication Agent for the lenders; Bank of America, N.A., as a lender and in its capacity as Documentation Agent for the lenders; and Branch Banking and Trust Company, as a lender.
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BORROWER : | ||||
PAPA JOHN'S INTERNATIONAL, INC. | ||||
WITNESS: | ||||
/s/ Kenneth M. Cox |
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By : |
/s/ Lance F. Tucker
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(Seal) |
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Name: Lance F. Tucker | |||
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Title: Senior Vice President, Chief | |||
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Financial Officer, Chief Administrative | |||
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Officer and Treasurer | |||
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GUARANTORS : | |||
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PAPA JOHN'S USA, INC. | |||
WITNESS: | ||||
/s/ Kenneth M. Cox |
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By : | /s/ Lance F. Tucker | |
Name: Lance F. Tucker | ||||
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Title: Senior Vice President, Chief | |||
Financial Officer, Chief Administrative | ||||
Officer and Treasurer | ||||
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PREFERRED MARKETING SOLUTIONS, INC. | |||
WITNESS:
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/s/ Kenneth M. Cox |
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By: | /s/ Lance F. Tucker | |
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Name: Lance F. Tucker | |||
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Title: Treasurer | |||
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CAPITAL DELIVERY, LTD. | |||
WITNESS:
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/s/ Kenneth M. Cox | By: |
/s/ Lance F. Tucker
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Name: Lance F. Tucker | ||||
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Title: President and Treasurer |
RISK SERVICES CORP. | |||
WITNESS:
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/s/ Kenneth M. Cox | By: |
/s/ Lance F. Tucker
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Name: Lance F. Tucker | |||
Title: President and Treasurer | |||
PJ FOOD SERVICE, INC. | |||
WITNESS:
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/s/ Kenneth M. Cox | By: |
/s/ Lance F. Tucker
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Name: Lance F. Tucker | |||
Title: Treasurer | |||
TRANS PAPA LOGISTICS, INC. | |||
WITNESS:
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/s/ Kenneth M. Cox | By: |
/s/ Lance F. Tucker
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Name: Lance F. Tucker | |||
Title: Treasurer |
PNC BANK, NATIONAL ASSOCIATION, | |||
as a Bank and as Administrative Agent | |||
By : |
/s/ Deroy Scott
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Name: Deroy Scott | |||
Title: Senior Vice President |
JPMORGAN CHASE BANK, N.A., as a | |||
Bank and as Co-Syndication Agent | |||
By: |
/
s/
Matthew W. Multerer
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Name: Matthew W. Multerer | |||
Title: Vice President |
BANK OF AMERICA, N.A., as a Bank and | |||
as Documentation Agent | |||
By : |
/s/ Thomas C. Kilcrease, Jr.
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Name: Thomas C. Kilcrease, Jr. | |||
Title: Senior Vice President |
U.S. BANK NATIONAL ASSOCIATION,
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as a Bank and as a Co-Syndication Agent
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By : |
/s/ Johnny L. Perry
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Name: Johnny L. Perry | |||
Title: Vice President |
BRANCH BANKING AND TRUST | |||
COMPANY, as a Bank | |||
By : |
/s/ Greg R. Branstetter
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Name: Greg R. Branstetter | |||
Title: SVP |
Bank
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Amount of
Commitment for
Revolving Credit
Loans
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Ratable Share
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PNC Bank, National Association
101 South Fifth Street
Louisville, Kentucky 40202
Attn: Deroy Scott
Telephone: (502) 581-7821
Telecopy: (502) 581-7904
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$104,666,667.00
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26.170000000%
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JPMorgan Chase Bank, N.A.
416 W. Jefferson
Louisville, KY 40202
Attn: Matt Multerer
Telephone: (502) 566-8431
Telecopy: (502) 566-2367
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$104,666,667.00
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26.170000000%
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U.S. Bank National Association
One Financial Square
Louisville, KY 40202
Attn: Johnny L. Perry
Telephone: (502) 562-6248
Telecopy: (502) 562-6460
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$84,000,000.00
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21.000000000%
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Bank of America, N.A.
414 Union Street
TN1-100-04-04
Nashville, TN 37219
Attn: Thomas Kilcrease
Telephone: (615) 749-3926
Telecopy: (615) 749-4762
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$73,333,333.00
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18.330000000%
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Branch Banking and Trust Company
2600 East Point Parkway, Suite 103
Louisville, KY 40223-5151
Attn: Greg Branstetter
Telephone: (502) 614-4246
Telecopy: (502) 253-2809
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$33,333,333.00
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8.330000000%
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Total
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$400,000,000.00
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100.000000000%
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No
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LOAN DOCUMENTS
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1.
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First Amendment to First Amended and Restated Credit Agreement (the "Credit Agreement"), by and among the Borrower, Papa John's USA, Inc., a Kentucky corporation ("Papa John's USA"), Preferred Marketing Solutions, Inc., a Kentucky corporation (f/k/a Papa John's Support Services, Inc.) ("Preferred Marketing"), Capital Delivery, Ltd., a Kentucky corporation ("Capital Delivery"), Risk Services Corp., a Kentucky corporation ("Risk Services"), PJ Food Service, Inc., a Kentucky corporation ("PJ Food"), Trans Papa Logistics, Inc., a Kentucky corporation ("Trans Papa") (Papa John's USA, Preferred Marketing, Capital Delivery, Risk Services, PJ Food and Trans Papa are each, a "Guarantor" and collectively, the "Guarantors") (the Borrower and the Guarantors are collectively, the "Loan Parties"), the Banks and the Agent (the "First Amendment").
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2.
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Second Amended and Restated Revolving Credit Note, made by the Borrower to PNC Bank in the principal amount not to exceed One Hundred Four Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($104,666,667.00).
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3.
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Second Amended and Restated Revolving Credit Note, made by the Borrower to JPMorgan Chase Bank, N.A. in the principal amount not to exceed One Hundred Four Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($104,666,667.00).
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4.
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Second Amended and Restated Revolving Credit Note, made by the Borrower to U.S. Bank, National Association in the principal amount not to exceed Eighty-Four Million and 00/100 Dollars ($84,000,000.00).
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5.
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Second Amended and Restated Revolving Credit Note, made by the Borrower to Bank of America, N.A. in the principal amount not to exceed Seventy-Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three and 00/100 Dollars ($73,333,333.00).
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6.
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Second Amended and Restated Revolving Credit Note, made by the Borrower to Branch Banking and Trust Company in the principal amount not to exceed Thirty-Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three and 00/100 Dollars ($33,333,333.00).
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ORGANIZATIONAL DOCUMENTS
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Borrower
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7.
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Good Standing Certificates of the Borrower from the Secretary of State of the Commonwealth of Kentucky and the States of Arizona, Colorado, Delaware and Minnesota.
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8.
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Certificate of Secretary of the Borrower as to (i) resolutions of its Board of Directors authorizing the Borrower to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.
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Papa John's USA
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9.
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Good Standing Certificates of Papa John's USA from the Secretary of State of the Commonwealth of Kentucky and the States of Florida, Georgia, Illinois, Indiana, Kansas, Maryland, Missouri, North Carolina, South Carolina, Tennessee, Texas and Virginia.
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10.
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Certificate of the Corporate Assistant Secretary of Papa John's USA as to (i) resolutions of its Board of Directors authorizing it to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.
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Preferred Marketing
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11.
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Good Standing Certificates of Preferred Marketing from the Secretary of State of the Commonwealth of Kentucky.
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12.
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Certificate of the Corporate Assistant Secretary of Preferred Marketing as to (i) resolutions of its Board of Directors authorizing it to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.
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Capital Delivery
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13.
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Good Standing Certificates of Capital Delivery from the Secretary of State of the Commonwealth of Kentucky.
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14.
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Certificate of the Corporate Assistant Secretary of Capital Delivery as to (i) resolutions of its Board of Directors authorizing it to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws
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Risk Services
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15.
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Good Standing Certificates of Risk Services from the Secretary of State of the Commonwealth of Kentucky.
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16.
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Certificate of the Corporate Assistant Secretary of Risk Services as to (i) resolutions of its Board of Directors authorizing it to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.
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PJ Food
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17.
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Good Standing Certificates of PJ Food from the Secretary of State of the Commonwealths of Kentucky and Pennsylvania and the States of Arizona Colorado, Florida, Iowa, New Jersey, North Carolina, Oregon and Texas.
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18.
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Certificate of the Corporate Assistant Secretary of PJ Food as to (i) resolutions of its Board of Directors authorizing it to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.
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Trans Papa
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19.
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Good Standing Certificates of Trans Papa from the Secretary of State of the Commonwealth of Kentucky and the State of New Jersey.
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20.
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Certificate of the Corporate Assistant Secretary of Trans Papa as to (i) resolutions of its Board of Directors authorizing it to enter into the First Amendment and all related documents, (ii) incumbency, and (iii) no amendments to its Certificate of Incorporation or Bylaws.
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RELATED DOCUMENTS
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21. |
UCC-11 Lien Searches or equivalent searches (including UCC's and taxes (to the extent tax liens are filed at the state level)) at the state level with respect to the following Loan Parties in the following material locations:
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22.
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Fully-executed copy of all UCC-3 Termination Statements and any other releases that may be necessary to satisfy any and all existing liens on the assets of the Loan Parties or disclosed by the Lien Searches which are not permitted pursuant to the terms of the Credit Agreement, if any (including, payoff letters, if applicable), all in form and substance satisfactory to the Agent.
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23.
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Projections of the Borrower and its subsidiaries for the period from fiscal year 2014 through fiscal year 2018.
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24.
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Opinion of Counsel to the Loan Parties, in form and substance satisfactory to the Agent and the Banks.
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25.
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Officer's Certificate of each Loan Party, as of the closing date, regarding no material adverse change, the accuracy of representations and warranties, compliance with covenants, no defaults, etc.
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