FORM OF FIRST SUPPLEMENT TO INDENTUREIndenture • November 30th, 2006 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
This First Supplement to Indenture (the “Supplement”) is dated as of , 2006 by and among Carrols Corporation, a Delaware corporation (the “Company”), TPAQ Holding Corp., a Delaware corporation (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.
FORM OF CONSENT AND WAIVERConsent and Waiver • November 30th, 2006 • Carrols Restaurant Group, Inc. • Retail-eating places
Reference is hereby made to that certain Loan Agreement (as amended, the “Loan Agreement”) dated as of December 15, 2004 executed 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, and JPMORGAN CHASE BANK, N.A., acting as Administrative Agent (“Agent”). Carrols Holdings currently intends to issue and sell, and certain stockholders of Carrols Holdings intend to sell, shares of stock of Carrols Holdings to the public pursuant to the draft Form S-1 Registration Statement (Registration No. 333-137524) provided to the Agent prior to the date hereof. The date of the closing of such transaction is herein called the “IPO Date”.
