CREDIT AGREEMENT among CARROLS LLC, as Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent M&T BANK, as...Credit Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
THIS CREDIT AGREEMENT, dated as of August 5, 2011, is by and among CARROLS LLC, a Delaware limited liability company (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”).
REGISTRATION RIGHTS AGREEMENT by and among Fiesta Restaurant Group, Inc. and Wells Fargo Securities, LLC Dated as of August 5, 2011Registration Rights Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 5, 2011, by Fiesta Restaurant Group, Inc., a Delaware corporation (the “Issuer”), which is an indirect wholly-owned subsidiary of Carrols Restaurant Group, Inc., a Delaware corporation (the “Parent”), 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 8.875% Senior Secured Second Lien Notes due 2016 (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.”
FIESTA RESTAURANT GROUP, INC., as Issuer THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors 8.875% SENIOR SECURED SECOND LIEN NOTES DUE 2016 INDENTURE DATED AS OF AUGUST 5, 2011 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeCarrols Restaurant Group, Inc. • August 12th, 2011 • Retail-eating places • New York
This Indenture, dated as of August 5, 2011, is by and among Fiesta 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”).
FIRST LIEN SECURITY AGREEMENT By FIESTA RESTAURANT GROUP, INC., as Borrower and THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of August 5, 2011First Lien Security Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places
This FIRST LIEN SECURITY AGREEMENT dated as of August 5, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by FIESTA 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”).
SECOND LIEN SECURITY AGREEMENT By FIESTA 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 August 5, 2011Second Lien Security Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places
This SECOND LIEN SECURITY AGREEMENT dated as of August 5, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by FIESTA 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”).
HOLDINGS PLEDGE AGREEMENTHoldings Pledge Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
THIS HOLDINGS PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of August 5, 2011, among CARROLS CORPORATION, a Delaware corporation (the “Pledgor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Credit Agreement referred to below (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”).
PLEDGE AGREEMENTPledge Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of August 5, 2011, among CARROLS LLC, a Delaware limited liability company (the “Borrower”), each of the Domestic Subsidiaries of the Borrower from time to time party hereto (individually a “Guarantor” and collectively the “Guarantors”; the Guarantors, together with the Borrower, individually a “Pledgor” and collectively the “Pledgors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Credit Agreement referred to below (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”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of August 5, 2011, between Carrols Corporation, a Delaware corporation (“Carrols”), and Fiesta Restaurant Group, Inc., a Delaware corporation (“Fiesta”).
VOTING AGREEMENTVoting Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 27, 2011, 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”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of August 5, 2011, between Carrols Corporation, a Delaware corporation (“Carrols”), and Carrols LLC, a Delaware limited liability company (“Carrols LLC”).
SECURITY AGREEMENTSecurity Agreement • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
THIS SECURITY AGREEMENT (this “Security Agreement”), is entered into as of August 5, 2011, among CARROLS LLC, a Delaware limited liability company (the “Borrower”), each of the Domestic Subsidiaries of the Borrower from time to time party hereto (individually a “Guarantor” and collectively the “Guarantors”; the Guarantors, together with the Borrower, individually an “Obligor” and collectively the “Obligors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Credit Agreement referred to below (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”).
FOURTH SUPPLEMENT TO INDENTUREIndenture • August 12th, 2011 • Carrols Restaurant Group, Inc. • Retail-eating places • New York
This Fourth Supplement to Indenture (the “Supplement”) is dated as of August 5, 2011 by and between Carrols Corporation, a Delaware corporation (the “Company”) and The Bank of New York Mellon (formerly known as 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.
