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AGREEMENT

This Agreement is entered into as of May 16, 1996 by and
between JOhn H. Schnatter, an individual residing in the
Commonwealth of Kentucky ("Contributor") and University of
Louisville, an agency and instrumentality of the Commonwealth of
Kentucky ("University"), as follows:

WHEREAS 
(1) University desires to construct a new football stadium
("the Stadium") for its athletic program and is raising

funds for such purpose; and

(2) Contributor wishes to contribute towards construction of
the Stadium and the parties desire to set forth the

related matters.
NOW, THEREFORE, the parties agree as follows:
1. Contribution. For the sole purpose of assisting

University in constructing and equipping the Stadium, Contributor
agrees to make contributions to University as follows:

 

On or before August 1, 1996, Contributor will give
and transfer to University Eighty-Five Thousand (85,000) shares of
the Common Stock ("Shares") of Papa John's International, Inc., a
Delaware corporation ("Company"), owned by I?mn or such lesser
number of Company Shares then owned by him with a Market Value (as
defined below) of Three Million Dollars 

On or before August 1, 1997 and each August 1
thereafter to and including August 1, 2006, Contributor will give
and transfer to University Two Thousand Eight Hundred (2,800)
Company Shares then owned by him, or such lesser number of Company
Shares then owned by him which causes the aggregate Market Value of
all Company Shares given by Contributor under this Agreement as of
the applicable date to be at least:

August 1, 1997 $3.1 Million
August 1, 1998 3.2 Million
August 1, 1999 3.3 Million
August 1, 2000 3.4 Million
August 1, 2001 3.5 Million
August 1, 2002 3.6 Million
August 1, 2003 3.7 Million

August 1, 2004 3.8 Million
August 1, 2005 3.9 Million
August 1, 2006 4.0 Million

2. Market Value. The ?Market Value? of a Company Share
shall mean, as of the applicable gift date, the average of the high
and low sale prices of the Company Shares on the National Market
tier of the Nasdaq Stock Market, or any national or regional stock
exchange on which the Company Shares are then traded. If no sales
of the Company Shares shall have occurred on such date, Market
Value shall mean the average of the high and low sale price of the
Company Shares on the next preceding date on which there were
sales. If the Company Shares are not listed on Nasdaq or a
national or regional stock exchange, the Market Value of a Company
Share as of the applicable gift date shall be determined by an
independent third party appraiser selected by mutual agreement of
the parties.

3. Adjustment to Gifted Shares. In the event of any change

in the corporate structure of the Company affecting the Company
Shares, including a merger, reorganization, consolidation,
recapitalization, reclassification, split-up, spin-off, separation,
liquidation, stock dividend, stock split, reverse stock split,
share repurchase, share combination or share exchange, the number
of Company Shares remaining' to be gifted and transferred. by
Contributor shall be adjusted, and Contributor will gift and
transfer securities or other property into which the Company Shares
have been converted, as necessary to preserve, but not enlarge, the
value of the then-remaining gift to be received by University.

4. Representations and warranties of University. University

represents and warrants to Contributor (as of the date of this
Agreement and as of the date of each gift under this Agreement)
that University:

 

is a validly existing agency and instrumentality of
the Commonwealth of Kentucky, and contributions to the University
qualify for the maximum charitable income tax deduction as provided
in section 170, or a successor provision, of the Internal Revenue
Code of 1986, as amended (the ?Code?), and is not a private
foundation as defined in section 509 of the Code;

has duly authorized, executed and delivered this
Agreement and has full power and authority to perform all of its
obligations hereunder;

will use its best efforts (consistent with the best
interests of the University) to continue to meet all requirements

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to compete in NCAA Division intercollegiate football during the
Term (as hereinafter defined). During the Term, all University
intercollegiate home football games shall be played in the Stadium;
and

has, or prior to the first University football game
to be played in the Stadium shall have, used its best efforts to
cause all other stadiums in the City of Louisville to cease to be
identified as ?Cardinal Stadium? or any other name similar to, or
that could be confused with, ?Papa John's Cardinal Stadium."

5. Representations and Warranties of Contributor.

Contributor represents and warrants to University as follows (as of
the date of this Agreement and as of the date of each gift under
this Agreement):

Contributor has or will have good and marketable
record and beneficial title to all Company Shares and any other
securities to be given to University;

all Company Shares to be given by Contributor to
University are or will be owned by Contributor, and are or will be
transferred to University, free and clear of all liens,
encumbrances, security interests, charges, pledges, options,
restrictions on transfer, rights of refusal or other adverse claims
of any kind except those restrictions set forth. in. Rule 144
promulgated under the Securities Act of 1933, as amended;

Contributor has the power, authority and capacity to
enter into, and consummate the gifts contemplated' by this
Agreement; and

this Agreement has been duly and validly executed
and delivered by Contributor and is a valid and binding obligation
of Contributor, enforceable in accordance with its terms.

Contributor acknowledges that University is relying upon this
Agreement in proceeding with the construction of the Stadium.

6. Stadium Name. In acknowledgment of Contributor?s gift
hereunder, University has determined during the Term to name the
Stadium in honor of Contributor, or a person or entity closely
affiliated with him, as follows:

University has determined that the name of the
Stadium will initially be "Papa John's Cardinal Stadium."

 University shall cause the Stadium architect,
consultant and others retained by it in the design and construction
of the Stadium to work closely with Contributor, or his
representatives or agents, in developing the final Stadium name
design, signage and related identifying features. Contributor
reserves the right (at his own expense) to hire one or more
consultants and/or architects to assist in this regard. The final
design, signage and related identifying features relating to the
Stadium name shall be subject to final approval by Contributor,
which approval shall not be unreasonably withheld.

In acknowledgment of Contributor's gift hereunder,
University has determined to cause the Stadium name (or related
logos approved by Contributor) to be prominently displayed or
mentioned in the following locations or media:

(1) fixed location on main scoreboard;

(2) on an internal wall prominently visible to the
media, including television, during football games and other field
events;

(3) exterior Stadium signage;

(4) on all tickets and ticket envelopes for
University events held at the Stadium; and

(5) on all television, radio, newspaper, Internet,
poster, outdoor and all other advertising and media promoting
University events held at the Stadium (to the extent University has
control of such media).

Not more frequently than once every five years
during the Term, Contributor, by giving written notice to the
University President, shall have the right to request that
University change the acknowledgment of the gift by changing the
Stadium name; provided, however, that any name change shall be
subject to the following:

(1) University's consent to the name change, which
consent University agrees will not be unreasonably withheld;

(2) the new Stadium name shall be that of
Contributor, a person or entity closely affiliated with
Contributor, or his or its successors or assigns; and

(3) if within 5 years of the date of this Agreement,
the name shall include ?Cardinal? (except that this requirement (3)

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shall not apply if at such time there is another stadium in the
City of Louisville which is identified as ?Cardinal Stadium? or any
other name similar to, or that could be confused with, ?Papa John's
Cardinal Stadium?).

If Contributor requests University to change the
acknowledgment by changing the name of the Stadium, Contributor
shall be responsible for all costs of changing signs, logos and
related materials.

University agrees to name Contributor, or someone
designated by Contributor, to be a member of the Board(s) or
committee(s) controlling Stadium signage, design, marketing,
promotion and management.

7. Term? .As used in this.Agreement, "Term" means the period
beginning with the date of this Agreement and ending on December 31
following the fifteenth season in which University?s football team
plays at least 50% of its home games in the Stadium.

8. Charity Designation. During the Term, if University

includes in the Stadium a "wishing well" or other passive fixture
for soliciting charitable contributions from fans, University will
allow Contributor to designate which charity will receive the funds
contributed.

9. Roam Designation. In acknowledgment of Contributor?s
gift hereunder, University has determined to designate the press
room to be included in the Stadium Field House the ?Charles Whitley
Schnatter Media Interview Room.?

10. Permanent Facade. In acknowledgment of Contributor's
gift hereunder, University has determined to erect a permanent
facade in a prominent location of the Stadium, which shall be at
least as comparable in stature and appearance to the markers for
Cornerstone Donors, reading as follows:

JOHN H. SCHNATTER
PAPA INTERNATIONAL, INC.

11. Assign_ment. Contributor may assign in writing to a
related person or officer of a related entity the right to make any
designation, election or other power or right of Contributor in
this Agreement.

12. Re air Maintenance and Re lacement. University shall
cause the Stadium, Stadium grounds and all displays and signage

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containing the Stadium name and/or logo to be maintained in good
condition and working order, which shall include making all
necessary repairs or replacement of items.

13. Breach of reement' Remedies. Upon the occurrence of
any of the following events, University shall be in breach of this
.Agreement, which in addition to entitling Contributor to terminate
this Agreement and have no further obligations hereunder, shall
entitle Contributor to the additional remedy described with respect
to the particular breach:

Construction of the Stadium has not been
substantially completed by September 1, 1999 (if reasonably
possible), in ?which case Contributor shall be entitled to a
complete refund of his contribution;

University refuses or fails to characterize the
contribution made under this.Agreement as a charitable contribution
by Contributor without the receipt of compensation; or

University shall be in material breach of any of the
representations and warranties contained in this Agreement, and
fails to remedy such breach within a reasonable time after request
by Contributor.

14. Successors and.Assigg . This Agreement shall be binding
upon, and shall inure to the benefit of and be enforceable by, the
parties hereto and their respective heirs, personal
representatives, successors and assigns.

15. Captions. The captions in this Agreement are included
for purposes of convenience only and shall not be considered a part
of this Agreement in construing or interpreting any provision
hereof.

16. Governing Law. This Agreement shall be governed by, and
shall be construed and enforced in accordance with, the laws of the
Commonwealth of Kentucky.

UNIVERSITY OF LOUISVILLE

. 3 .
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1?42}. s9. 

--

John??.?ScHnatter
1 Vice President for Administration

 

0066240.04 

AMENDMENT TO AGREEMENT

THIS AMENDMENT (?Amendment?) is made and entered into as of the day of
September, 2000, by and between JOHN H. SCHNATTER (?Contributor?) and (ii) UNIVERSITY
OF LOUISVILLE, an agency and instrumentality of the Commonwealth of Kentucky
(?University?).

RECITALS:

A. The parties hereto entered into an Agreement dated as of May 16, 1996
(?Agreement?) with respect to a contribution made by Contributor to the University.

B. The University is in the process of constructing Cardinal Park 
C. Contributor wishes to make a contribution toward the construction of the Park.

D. The parties desire to enter into this Amendment to re?ect thermanner in which the
contribution will be made and certain related matters.

AGREEMENT:
NOW, THEREFORE, the parties hereby agree as follows:

1. CONTRIBUTION. For the sole purpose of assisting the University in constructing
and equipping the Park, in addition to the initial $4 million in contributions speci?ed in the
Agreement, Contributor agrees to make contributions to the University in the aggregate amount .
of $4,000,000. Such contributions shall be made as follows:

On or before December 31, 2002, Contributor shall make a contribution of
$1,000,000.

On or before December 31, 2003, Contributor shall make an additional
contribution of $1,000,000.

The balance of the contribution ($2,000,000) shall be made in ten equal
annual installments of $200,000 each, the first of such annual installments to be made on or
before December 31, 2007. 

The contributions shall, at the election of Contributor, be made either in cash or in shares of
stock of publicly traded corporations having a value on the date of their contribution equal to the
Market Value (as that term is de?ned in the Agreement) of the shares on the date of contribution.

2. REPRESENTATIONS AND WARRANTIES or UNIVERSITY. University hereby
represents and warrants that the representations and warranties made by University in the

 

Agreement are true and correct as of the date hereof, except with respect to Section 4(d) which
the parties acknowledge is unnecessary.

3. AMENDMENT OF AGREEMENT.

Section 6(a) of the Agreement is hereby amended by deleting the ?and? at
the end of subsection (4), by substituting a semi-colon for the period at the end of subsection (5)
and by adding at the end thereof the following:

the exterior north side of the Stadium (visible from Eastern
Parkway); the exterior west side of the Stadium (visible from
Churchill Downs); and on top of the West Side of the Stadium
(visible from 1?65); and

(7) to always refer to the Stadium (in its advertising and communications) by
its full and proper name and to avoid abbreviating or otherwise shortening
the name.?

. Section 7 of the Agreement is hereby amended in its entirety to read as
follows: 

?As used in this Agreement, ?Term? shall- mean the period beginning with
the date of this Agreement and ending on December 31, 2033.?

4. CHARITABLE CONTRIBUTION LETTER. Upon receipt of e'ach'contribution
hereunder and under the Agreement, University shall provide to Contributor a letter
acknowledging the contribution as required by section 170(f)(8) of the Internal Revenue Code of
1986, as amended, indicating that University did not provide any goods or services in
consideration, in whole or in part, for the contribution.

5. CONTINUATION OF BALANCE OF AGREEMENT. Except as amended hereby, the
Agreemnt remains unchanged and in full force and effect.

6. BINDING AGREEMENT. This Amendment shall be binding upon, and inure to the
benefit of, the parties hereto and their respective executors, administrators, heirs, successor and .
assigns.

7. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the law of the Commonwealth of Kentucky without regard to its conflict of
laws rules.

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year

?rst above written.

    

- (?Contributor?)

UNIVERSITY OF LOUISVILLE

By: WW 
Title: ?refly/Iv: 

(?University?)

 

 

CAF #213500

SECOND AMENDMENT TO AGREEMENT

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THis AMENDMENT ("Second Amendment") is made and entered into as of the "2,"'1 day of
August, 2007, by and between (i) JOHN H. SCBNATTER ("Contributor") and (ii) UNIVERSITY OF
LOUlSVILLE, an agency and instrumentality of the Commonwealth of Kentucky ("University").
RECITALS:

A.
The parties hereto entered into an Agreement dated as ofMay 16, 1996 ("Agreemenf')
with respect to a contribution made by Contributor to the University to assist with its construction of a .
new football stadiwn ("Stadium'').

B.
The parties entered into an Amendment to Agreement dated as of September 26, 2000
("First Amendmenf'), pursuant to which Contributor made an additional contribution to assist University
with its constru.ction of Cardinal Park (":Par)0. __

C.
University is in the process of undertaking an expansion to 1he Stadium and Contributor
wishes to make a contn"but:ion toward· the project.
D.
The parties desire to enter into this Second Amendment to reflect the manner in which the
contribution will be made and certain related matters.
AGREEMENT:

Now, THEREFORE, the parties hereby agree as follows:
1.
CONTRIBUTION. For the sole purpose of assisting the University in expanding Papa John's
Cardinal Stadium, and in addition to the $8 million in contributions specified in the Agreement and First
Amendment, Contributor agrees to make an additional contribution to the University of $6,000,000. The
contribution will be made in ten equal annual installments of$600,000, the first ofwhich shall be made
on or before December 31, 2008. The contnbutions shall, at the election of Contributor, be made either in
cash or in shares of stock of publicly traded corporations having a value on the date of their contribution
equal to the Market Value (as that term is defined in the Agreement) of the shares on the date of ·
contnbution.
2.
REPRESENTATIONS AND WARRANTIES OF UNIVERSITY. University hereby represents and
warrants that the representations and warranties made by University in the Agreement are true and correct
as of the date liereo~ except with respect to Section 4(d) which the parties acknowledge is unnecessary.
3.

AMENDMENT OF AGREEMENT.

(a)

Section 6(c) of the Agreement is hereby amended by deleting the "and" at the end
of subsection (6), by substituting a semi-colon and the word "and" for the period at the end of subsection
(7) and by adding at the end thereof the following:
"(8)

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on the exterior of the upper level of the east side of the Stadium, two ''Papa
John's Cardinal Stadium" signs of similar size and design as cmrently
located on the west side of the Stadiwn, and located to ensure high visibility
from I-65."

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(b)

Section 7 of the Agreement is hereby amended in its entirety to read as follows:
"As used in this Agreement, "Term" shall mean the period beginning with the date
of this Agreement and ending on December 31, 2040.,

Upon receipt of each contribution hereunder and
under the Agreement, University shall provide to Contributor a letter acknowledging the contribution as
required by section 170(f)(8) of the Internal Revenue Code of 1986, as amended, indicating that
University did not provide any goods or services in consideration, in whole or in part, for the contribution.
4.

CHARITABLE CONTRIBUTION LETI'ER.

5.

CONTINUATION OF BALANCE OF AGREEMENT.

Except as amended hereby, the Agreement

remains wcliailged and in full force and effect.

6.
BINDING AGREEMENT. This Amendment shall be binding upon, and inure to the benefit
of: the parties hereto and their respective executors, administrators, heirs, successor and assigns.
7. GoVERNJNGLAW. This Amendment shall be governed by, and construed in accordance
with, the law of the Commonwealth of Kentucky without regard to its conflict of laws rules.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year

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first above written.

J

l;)b~.~

I

CHNATTER

("Contributor'')
UNIVERSITY OF Lomsvn.LE

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Ti~,*~-f(''University")

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