REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2015 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 29, 2015, by Carrols Restaurant Group, Inc., a Delaware corporation (the “Issuer”), the entities named in Schedule I hereto, (the “Guarantors”), and Wells Fargo Securities, LLC, as representative (the “Representative”) of the Initial Purchasers (the “Initial Purchasers”) set forth on Schedule I to the Purchase Agreement who have agreed to purchase the Issuer’s 8.00% Senior Secured Second Lien Notes due 2022 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
CARROLS RESTAURANT GROUP, INC., as Issuer THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors ____________________ 8.00% SENIOR SECURED SECOND LIEN NOTES DUE 2022 ____________________ INDENTURE DATED AS OF APRIL 29, 2015 ____________________...Carrols Restaurant Group, Inc. • May 6th, 2015 • Retail-eating places • New York
This Indenture, dated as of April 29, 2015, is by and among Carrols Restaurant Group, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
SECOND LIEN SECURITY AGREEMENT BySecurity Agreement • May 6th, 2015 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
This SECOND LIEN SECURITY AGREEMENT dated as of April 29, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • May 6th, 2015 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of April 29, 2015, is by and among CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower party hereto (collectively, the “Guarantors”), the Lenders party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 6th, 2015 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
SUPPLEMENTAL INDENTURE, dated as of April 29, 2015 (this “Supplemental Indenture”), by and between Carrols Restaurant Group, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.
