Exhibit



Exhibit 10.2
EXECUTION VERSION



THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 8, 2020, is by and among CARROLS RESTAURANT GROUP, INC., a Delaware corporation formerly known as Carrols Holdco Inc. (the “Borrower”), certain domestic Subsidiaries of the Borrower party hereto (collectively, the “Guarantors”), the Lenders party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement referred to below.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the Lenders party thereto from time to the time (the “Lenders”) and the Administrative Agent are parties to that certain Credit Agreement dated as of April 30, 2019 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”); 
WHEREAS, pursuant to Section 2.22 of the Credit Agreement, the Borrower may incur a Revolving Facility Increase in the form of an increase to the Revolving Committed Amount;
WHEREAS, the Borrower desires to incur a Revolving Facility Increase of $15,414,296, which shall increase the Revolving Committed Amount to $145,814,296;
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I 
AMENDMENTS TO CREDIT AGREEMENT
1.1.    Increase of Revolving Committed Amount.  Effective as of the Third Amendment Effective Date (as defined below), the Revolving Committed Amount is hereby increased by $15,414,296 to $145,814,296 and accordingly the reference to “ONE HUNDRED THIRTY MILLION FOUR HUNDRED THOUSAND DOLLARS ($130,400,000) contained in Section 2.1(a) of the Credit Agreement shall read “ONE HUNDRED FORTY FIVE MILLION EIGHT HUNDRED FOURTEEN THOUSAND TWO HUNDRED NINETY SIX DOLLARS ($145,814,296)”, with (i) $6,000,000 of such Revolving Facility Increase to be held by Coöperatieve Rabobank U.A., New York Branch, (ii) $5,214,296 of such Revolving Facility Increase to be held by Manufacturers and Traders Trust Company and (iii) the remaining $4,200,000 of such Revolving Facility Increase to be held by Fifth Third Bank (collectively, the “Third Amendment Revolving Increase Lenders”).
1.2.    Amendment to Schedule 1.1(f) to the Credit Agreement.  For the avoidance of doubt, after giving effect to this Amendment, the Revolving Commitment of each Revolving Lender set forth on Schedule 1.1(f) to the Credit Agreement shall read as follows:
	
			
	Revolving Lender
	Revolving  
Commitment
	Revolving  
Commitment  
Percentage

	Wells Fargo Bank, National Association
	$33,000,000.00
	22.6315257900000%

	Truist Bank, as successor by merger to SunTrust Bank
	$33,000,000.00
	22.6315257900000%

	Coöperatieve Rabobank U.A., New York Branch
	$29,000,000.00
	19.8883105400000%

	Manufacturers and Traders Trust Company
	$28,214,296.00
	19.3494717400000%

	Fifth Third Bank
	$22,600,000.00
	15.4991661400000%

	Total
	$145,814,296.00
	100.00%






1.3.    Agreements of the Third Amendment Revolving Increase Lenders.  Coöperatieve Rabobank U.A., New York Branch, Manufacturers and Traders Trust Company and Fifth Third Bank, hereby agree, subject to the occurrence of the Third Amendment Effective Date, to provide their applicable share of the Revolving Facility Increase set forth in Section 1.1 of this Amendment.  
ARTICLE II     
CONDITIONS TO EFFECTIVENESS
2.1.    Closing Conditions.  This Amendment shall become effective on the date that each of the following conditions are satisfied (such date, the “Third Amendment Effective Date”):
(a)    Executed Amendment.  The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties and Lenders constituting the Third Amendment Revolving Increase Lenders.
(b)    Fees and Expenses.  The Administrative Agent shall have received from or on behalf of the Borrower all expenses that are payable to the Administrative Agent and the Lenders in connection with the consummation of the transactions contemplated hereby and Cahill Gordon & Reindel LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment, in each case, to the extent the Borrower receives an invoice therefor at least one Business Day prior to the date hereof.  
(c)    Miscellaneous.  All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. 
(d)    Credit Agreement Conditions.  All of the conditions specified in Sections 2.22(b)(ii) and 4.2(b) of the Credit Agreement with respect to the incurrence of a Revolving Facility Increase thereunder shall have been satisfied.
(e)    Officer’s Certificate.  The Administrative Agent shall have received a certificate signed by a responsible officer of the Borrower certifying as to the satisfaction of the conditions set forth in clause (d) of this Section 2.1. 
Without limiting the generality of the provisions of Section 8.4 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2.1, the Administrative Agent, upon its execution hereof, and each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or a Lender (unless the Administrative Agent shall have received notice from such Lender prior to the Third Amendment Effective Date) specifying its objection thereto.
ARTICLE III     
MISCELLANEOUS
3.1.    Amended Terms.  On and after the Third Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment.  Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
3.2.    Representations and Warranties of Credit Parties.  Each of the Credit Parties represents and warrants as follows:
(a)    It has taken all necessary limited liability company, partnership or corporate action to authorize the execution, delivery and performance of this Amendment;
(b)    This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity);
(c)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment (other than those that have been obtained);
(d)    The representations and warranties set forth in Article III of the Credit Agreement, in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection therewith are (i) with respect to representations and warranties that contain a materiality qualification,  true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in each case on the date hereof as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty remain true and correct as of such earlier date;
(e)    After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default;
(f)    The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with (and to the extent required by) the terms of the Credit Agreement and the Security Documents and prior to all Liens other than Permitted Liens; and
(g)    Except as expressly set forth herein, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.
3.3.    Reaffirmation of Credit Party Obligations.  Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Documents applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.
3.4.    Credit Document.  This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.
3.5.    Expenses.  The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s legal counsel.
3.6.    Further Assurances.  The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
3.7.    Entirety.  This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.
3.8.    Counterparts; Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered. 
3.9.    No Actions, Claims, Etc.  As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof. 
3.10.    GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
3.11.    Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
3.12.    Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.  The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
BORROWER:
CARROLS RESTAURANT GROUP, INC., 
a Delaware corporation
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                       and Treasurer
GUARANTORS:
CARROLS HOLDCO INC., 
a Delaware corporation 
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
CARROLS CORPORATION, 
a Delaware corporation 
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer    
CARROLS LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer


REPUBLIC FOODS, INC., 
a Maryland corporation
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
NEW CFH, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
CAMBRIDGE FRANCHISE REAL ESTATE, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
CAROLINA QUALITY PROPERTIES, LLC, 
a North Carolina limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
CAROLINA QUALITY, LLC, 
a North Carolina limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    




ALABAMA QUALITY, L.L.C., 
an Alabama limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
LOUISIANA QUALITY, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
MIRABILE INVESTMENT CORPORATION, 
a Tennessee corporation
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
TENNESSEE QUALITY, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
LQ REAL ESTATE, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    




TQ REAL ESTATE, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
NASHVILLE QUALITY, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
CAMBRIDGE QUALITY CHICKEN, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
FRAYSER HOLDINGS, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
FRAYSER QUALITY, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    




CAMBRIDGE SOUTHEASTERN REAL ESTATE, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
CFH REAL ESTATE, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer    


CAMBRIDGE CHICKEN HOLDINGS, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer
    
CAMBRIDGE REAL ESTATE DEVELOPMENT, LLC, 
a Delaware limited liability company
By:        /s/ Anthony E. Hull     
    Name:    Anthony E. Hull 
    Title:    Vice President, Chief Financial Officer  
                          and Treasurer    


WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Administrative Agent 
By:        /s/ Maureen Malphus     
    Name:    Maureen Malphus 
    Title:    Vice President





COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, 
as a Revolving Lender
By:        /s/ Sarah Fleet     
    Name:     Sarah Fleet 
    Title:       Executive Director
By:        /s/ Michalene Donegan     
    Name:     Michalene Donegan 
    Title:    Managing Director



MANUFACTURERS AND TRADERS TRUST COMPANY, 
as a Revolving Lender 
By:        /s/ Timothy McDevitt     
    Name:    Timothy McDevitt 
    Title:    Vice President



FIFTH THIRD BANK, 
as a Revolving Lender 
By:        /s/ John A. Marian     
    Name:    John A. Marian 
    Title:    SVP




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