0001193125-04-080636 Sample Contracts

1ST AMENDMENT TO CARROLS HOLDINGS CORPORATION STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 6th, 2004 • Carrols Corp • Retail-eating places

THIS AMENDMENT, made as of this 14 day of October 2003 by and among Carrols Holdings Corporation, a Delaware corporation (the “Company”), Madison Dearborn Capital Partners, L.P., Madison Dearborn Capital Partners, II L.P. (the “Investors”), BIB Holdings (Bermuda), LTD. (“BIB”, as successor in interest to Atlantic Restaurants, Inc. (“ARI”)), Alan Vituli, (“Vituli”) Daniel T. Accordino (“Accordino”) and Joseph Zirkman (“Zirkman”) (Vituli, Accordino and Zirkman are collectively referred to herein as the “Management Holders”).

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SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • May 6th, 2004 • Carrols Corp • Retail-eating places • New York

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of December 31, 2003 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”), BANK OF AMERICA, N.A., as Syndication Agent, SUNTRUST BANK, ATLANTA, as Documentation Agent, MANUFACTURERS AND TRADERS TRUST COMPANY, as Co-Agent, and JPMORGAN CHASE BANK, acting as agent for the Lenders (in such capacity, together with its successors in such capacity, the “Agent”).

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