0001193125-12-257421 Sample Contracts

CREDIT AGREEMENT among CARROLS RESTAURANT GROUP, INC., as Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative...
Credit Agreement • June 1st, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

THIS CREDIT AGREEMENT, dated as of May 30, 2012, is by and among CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

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REGISTRATION RIGHTS AGREEMENT by and among Carrols Restaurant Group, Inc. and Wells Fargo Securities, LLC Dated as of May 30, 2012
Registration Rights Agreement • June 1st, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 30, 2012, 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 11.25% Senior Secured Second Lien Notes due 2018 (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.”

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FIRST LIEN SECURITY AGREEMENT By CARROLS RESTAURANT GROUP, INC., as Borrower and THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of May 30, 2012
First Lien Security Agreement • June 1st, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places

This FIRST LIEN SECURITY AGREEMENT dated as of May 30, 2012 (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 “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”), for the several banks and other financial institutions as may from time to time become parties to such Credit Agreement (individually a “Lender” and collectively, the “Lenders”).

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CARROLS RESTAURANT GROUP, INC., as Issuer THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors 11.25% SENIOR SECURED SECOND LIEN NOTES DUE 2018 INDENTURE DATED AS OF MAY 30, 2012 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Carrols Restaurant Group, Inc. • June 1st, 2012 • Retail-eating places • New York

This Indenture, dated as of May 30, 2012, 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”).

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SECOND LIEN SECURITY AGREEMENT By CARROLS RESTAURANT GROUP, INC., as Issuer and THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent Dated as of May 30, 2012
Second Lien Security Agreement • June 1st, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places

This SECOND LIEN SECURITY AGREEMENT dated as of May 30, 2012 (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”).

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FIRST AMENDMENT TO VOTING AGREEMENT
Voting Agreement • June 1st, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • Delaware

This FIRST AMENDMENT TO VOTING AGREEMENT (the “Amendment”), is dated effective as of May 30, 2012, and entered into by and among Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), Jefferies Capital Partners IV L.P., a Delaware limited partnership (“Jefferies Capital Partners IV”), Jefferies Employee Partners IV LLC, a Delaware limited liability company (“Jefferies Employee Partners”), and JCP Partners IV LLC, a Delaware limited liability company (together with Jefferies Capital Partners IV and Jefferies Employee Partners, “Jefferies Capital Partners”).

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AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 1st, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • Florida

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of May 30, 2012, by and among Burger King Corporation, a Florida corporation (“Seller”), Carrols LLC, a Delaware limited liability company (“Buyer”), and Carrols Restaurant Group, Inc., a Delaware corporation (“Parent”).

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OPERATING AGREEMENT THIS AGREEMENT is made on May 30, 2012 (“Effective Date”) by and among:
Agreement • June 1st, 2012 • Carrols Restaurant Group, Inc. • Retail-eating places • Florida

For the purposes of this Agreement, the above parties shall be individually referred to as a “Party” and collectively referred to as the “Parties”.

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