0001193125-04-217483 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2004 • Carrols Corp • Retail-eating places • New York

This REGISTRATION RIGHTS AGREEMENT dated December 15, 2004 (the “Agreement”) is entered into by and among Carrols Corporation, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities LLC, Lehman Brothers Inc., Wachovia Capital Markets, LLC and SunTrust Capital Markets, Inc. (collectively, the “Initial Purchasers”).

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INDENTURE Dated as of December 15, 2004 among CARROLS CORPORATION, as Issuer, The SUBSIDIARY GUARANTORS named herein and THE BANK OF NEW YORK, as Trustee
Indenture • December 21st, 2004 • Carrols Corp • Retail-eating places • New York

INDENTURE dated as of December 15, 2004, among CARROLS CORPORATION, a Delaware corporation (the “Company”), the SUBSIDIARY GUARANTORS named herein and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).

LOAN AGREEMENT $220,000,000 TERM LOAN B FACILITY AND $50,000,000 REVOLVING LOAN FACILITY dated as of December 15, 2004 AMONG CARROLS CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Syndications Agent, WACHOVIA BANK, NATIONAL ASSOCIATION,...
Loan Agreement • December 21st, 2004 • Carrols Corp • Retail-eating places • New York

THIS LOAN AGREEMENT is made and entered into as of December 15, 2004 (the “Effective Date”), by and among CARROLS CORPORATION, a Delaware corporation (together with its permitted successors, herein called the “Borrower”); each of the lenders which is or may from time to time become a party hereto (individually, a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as Syndications Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, MANUFACTURERS AND TRADERS TRUST COMPANY AND SUNTRUST BANK, as Documentation Agents, and JPMORGAN CHASE BANK, N.A. (“Chase”), a national banking association, as agent for the Lenders (in such capacity, together with its successors in such capacity, the “Agent”).

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