0001193125-08-166810 Sample Contracts

JOINDER AGREEMENT
Joinder Agreement • August 6th, 2008 • Carrols Corp • Retail-eating places • New York

THIS JOINDER AGREEMENT, dated as of May 28, 2008 (the “Agreement”), to the Subsidiary Guaranty Agreement (as defined below) and the Pledge Agreement (as defined below) is entered into by and among CARROLS CORPORATION, a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower party hereto, CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the “Parent”), CARROLS LLC, a Delaware limited liability company (the “New Subsidiary”) and Wachovia Bank, National Association, a national banking association, as administrative agent for the Lenders (the “Agent”) under the Loan Agreement referred to below.

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SECOND SUPPLEMENT TO INDENTURE
Indenture • August 6th, 2008 • Carrols Corp • Retail-eating places • New York

This Second Supplement to Indenture (the “Supplement”) is dated as of May 29, 2008 by and among Carrols Corporation, a Delaware corporation (the “Company”), CARROLS LLC, a Delaware limited liability company (the “Additional Guarantor”) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”), with respect to the Company’s 9% Senior Subordinated Notes due 2013 (the “Notes”). Capitalized terms used but not otherwise defined in this Supplement shall have the meanings ascribed to such terms in the Indenture (as defined below), as amended and supplemented from time to time in accordance with its terms.

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