Exhibit A
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered
into as of May 17, 1999 by and among CARROLS CORPORATION, a Delaware corporation
(the "Borrower"); each of the Lenders which is or may from time to time become a
party to the Loan Agreement (as defined below) (individually, a "Lender" and,
collectively, the "Lenders"), MANUFACTURERS AND TRADERS TRUST COMPANY, as
Co-Agent, NATIONSBANK, N.A., as Co-Agent, SUNTRUST BANK, ATLANTA, as Co-Agent,
and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association,
acting as agent for the Lenders (in such capacity, together with its successors
in such capacity, the "Agent").
RECITALS
A. The Borrower, the Lenders and the Agent executed and delivered that
certain Loan Agreement dated as of February 12, 1999. Said Loan Agreement, as
amended, supplemented and restated, is herein called the "Loan Agreement". Any
capitalized term used in this Amendment and not otherwise defined shall have the
meaning ascribed to it in the Loan Agreement.
B. The Borrower, the Lenders and the Agent desire to amend the Loan
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties herein set forth, and further good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Lenders and the Agent do hereby agree as
follows:
SECTION 1. Amendment to Loan Agreement.
(a) The definition of "Revolving Loan Commitment" set forth in Section 1.1
of the Loan Agreement is hereby amended to read in its entirety as follows:
Revolving Loan Commitment means, as to any Lender, the obligation,
if any, of such Lender to make Revolving Loans and incur or participate in
Letter of Credit Liabilities in an aggregate principal amount at any one
time outstanding up to (but not exceeding) the amount, if any, set forth
opposite such Lender's name on the following table, or otherwise provided
for in an Assignment and Acceptance Agreement (as the same may be reduced
from time to time pursuant to Section 2.3 hereof):
Lender Revolving Commitment
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CHASE BANK OF TEXAS, $19,476,904.37
NATIONAL ASSOCIATION
MANUFACTURERS AND TRADERS
TRUST COMPANY $19,476,904.38
NATIONSBANK, N.A. $19,476,904.38
SUNTRUST BANK, ATLANTA $19,476,904.38
THE NORTHERN TRUST COMPANY $13,546,191.25
COMERICA BANK $ 6,773,095.62
NATIONAL CITY BANK OF KENTUCKY $ 6,773,095.62
The above amounts give effect to certain Assignments and Acceptances dated May
17, 1999 executed by (i) Chase Bank of Texas, National Association,
Manufacturers and Traders Trust Company, NationsBank, N.A. and Suntrust Bank,
Atlanta in favor of National City Bank of Kentucky and (ii) Chase Bank of Texas,
National Association in favor of The Northern trust Company and Comerica Bank.
SECTION 2. Ratification. Except as expressly amended by this Amendment,
the Loan Agreement and the other Loan Documents shall remain in full force and
effect. None of the rights, title and interests existing and to exist under the
Loan Agreement are hereby released, diminished or impaired, and the Borrower
hereby reaffirms all covenants, representations and warranties in the Loan
Agreement.
SECTION 3. Expenses. The Borrower shall pay to the Agent all reasonable
fees and expenses of its respective legal counsel (pursuant to Section 11.3 of
the Loan Agreement) incurred in connection with the execution of this Amendment.
SECTION 4. Certifications. The Borrower hereby certifies that (a) no
material adverse change in the assets, liabilities, financial condition,
business or affairs of the Borrower has occurred and (b) no Default or Event of
Default has occurred and is continuing or will occur as a result of this
Amendment.
SECTION 5. Miscellaneous. This Amendment (a) shall be binding upon and
inure to the benefit of the Borrower, the Lenders and the Agent and their
respective successors, assigns, receivers and trustees; (b) may be modified or
amended only by a writing signed by the required parties; (c) shall be governed
by and construed in accordance with the laws of the State of New York and the
United States of America; (d) may be executed in several counterparts by the
parties hereto on separate counterparts, and each counterpart, when so executed
and delivered, shall constitute an original agreement, and all such separate
counterparts shall constitute but one and the same agreement and (e) together
with the other Loan Documents, embodies the entire agreement and
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understanding between the parties with respect to the subject matter hereof and
supersedes all prior agreements, consents and understandings relating to such
subject matter. The headings herein shall be accorded no significance in
interpreting this Amendment.
NOTICE PURSUANT TO TEX. BUS. & COMM. CODE ss.26.02
THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN
DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY
CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE LEFT BLANK INTENTIONALLY
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IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have caused
this Amendment to be signed by their respective duly authorized officers,
effective as of the date first above written.
CARROLS CORPORATION.
a Delaware corporation
By: [ILLEGIBLE]
-------------------------------------
Name:___________________________________
Title:__________________________________
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CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Vice President
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MANUFACTURERS AND TRADERS TRUST
COMPANY, as Co-Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
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NATIONSBANK, NA., as Co-Agent and as a
Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
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SUNTRUST BANK, ATLANTA.
as Co-Agent and as a Lender
By: /s/ J. Xxxxx Xxxxxxx
-------------------------------------
Name: J. Xxxxx Xxxxxxx
-----------------------------------
Title: AVP
------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------------
Title: VP
----------------------------------
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THE NORTHERN TRUST COMPANY
By: /s/ [ILLEGIBLE]
-------------------------------------
Name: [ILLEGIBLE]
-----------------------------------
Title: VP
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COMERICA BANK
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: Assistant Vice President
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00
XXXXXXXX XXXX XXXX XX XXXXXXXX
By: /s/ Xxx Xxxxxxx
-------------------------------------
Name: Xxx Xxxxxxx
-----------------------------------
Title: Vice President
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The undersigned hereby join in this Amendment to evidence their consent to
execution by Borrower of this Amendment, to confirm that each Loan Document now
or previously executed by the undersigned applies and shall continue to apply to
the Loan Agreement, as amended hereby, to acknowledge that without such consent
and confirmation. Lender would not execute this Amendment and to join in the
notice pursuant to Tex. Bus. & Comm. Code ss.26.02 set forth above.
CARROLS REALTY HOLDINGS CORP.,
a Delaware corporation
By: [ILLEGIBLE]
-------------------------------------
Name:___________________________________
Title:__________________________________
CARROLS HOLDINGS CORPORATION,
a Delaware corporation
By: [ILLEGIBLE]
-------------------------------------
Name:___________________________________
Title:__________________________________
CARROLS REALTY HOLDINGS CORP.,
a Delaware corporation
By: [ILLEGIBLE]
-------------------------------------
Name:___________________________________
Title:__________________________________
CARROLS REALTY I CORP.,
a Delaware corporation
By: [ILLEGIBLE]
-------------------------------------
Name:___________________________________
Title:__________________________________
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POLLO FRANCHISE, INC.,
a Florida corporation
By: [ILLEGIBLE]
-------------------------------------
Name:___________________________________
Title:__________________________________
POLLO OPERATIONS, INC.,
a Florida corporation
By: [ILLEGIBLE]
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Name:___________________________________
Title:__________________________________
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