First Amendment to Credit Agreement (Carrols LLC)


 Exhibit 10.2 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”), dated as of December 14, 2011, is by and among CARROLS LLC, a Delaware limited liability company (the “Borrower”), the 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. 

W I T N E S S E T H 

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated
as of August 5, 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”); 
 WHEREAS, the Credit Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement; and 
 WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement, in accordance with and subject to the terms and conditions set forth herein. 

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 New Definition. The following definition is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order: 

“First Amendment Effective Date” shall mean December 14, 2011. 

1.2 Amendment to Definition of Excess Cash Flow. Clause (f) contained in the definition of Excess Cash Flow set forth
in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (f) (i) Permitted Tax Distributions paid by the Credit Parties and their Subsidiaries during such period in accordance with Section 6.10(c) and (ii) amounts paid in cash in respect of
federal, state, local and foreign Income Taxes of the Credit Parties and their Subsidiaries with respect to such period 

1.3 Amendment to Definition of Fixed Charge Coverage Ratio. Clause (b)(v) contained in the definition of Fixed Charge
Coverage Ratio set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (v) to the extent not already included in this clause (b), any Restricted Payments (other than Restricted Payments made pursuant to Section 6.10(d), (e), (g) and (j)) made during such
period. 






 1.4 Amendment to Definition of Transition Services Agreement. The definition
of Transition Services Agreement set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “Transition Services Agreement” shall mean that certain transition services agreement setting forth the terms and conditions by which Holdings will provide certain general and
administrative services to the Spin-Off Parties after the Spin-Off Date and, to a limited extent, the Spin-Off Parties will provide certain general and administrative services to the Parent, Holdings and the Credit Parties after the Spin-Off Date;
provided, that such Transition Services Agreement shall be consistent in all material respects with the description of such agreement provided to the Administrative Agent on or prior to the First Amendment Effective Date such that any such
changes will not materially and adversely affect the Lenders. 
 1.5 Amendments to Section 6.10.
Section 6.10 of the Credit Agreement is hereby amended in the following respects: 
 (a) Clause
(f) contained in Section 6.10 is hereby amended and restated in its entirety to read as follows: 

(f) [reserved], 
 (b) Clause (j) contained in Section 6.10 is hereby amended and restated in its entirety to read as follows: 

and (j) after the Spin-Off Date, to reimburse the actual out-of-pocket expenses (the “Carrols
Administrative Expenses”) of the Parent and Holdings relating specifically to the operation of the Parent as a public company and certain general and administrative services provided by management of Holdings to the Credit Parties, so long
as (i) no Default or Event of Default has occurred and is continuing, (ii) after giving effect to any such payment on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 and
(iii) the aggregate amount of all such payments made by the Credit Parties during any fiscal year shall not exceed (A) (1) the aggregate amount of all Carrols Administrative Expenses incurred during such fiscal year plus
(2) the actual out-of-pocket expenses (the “Fiesta Administrative Expenses”) of Holdings relating to certain general and administrative services provided by management of Holdings to the Spin-Off Parties minus
(B) net payments received by Holdings from the Spin-Off Parties during such fiscal year related to the Fiesta Administrative Expenses paid pursuant to the Transition Services Agreement. 

ARTICLE II 

CONDITIONS TO EFFECTIVENESS 
 2.1 Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction of the following
conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent): 
 (a)
Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties, the Required Lenders and the Administrative Agent. 

  
 2 







 (b) Default. After giving effect to this Amendment, no Default or
Event of Default shall exist. 
 (c) Fees and Expenses. The Administrative Agent shall have received from
the Borrower such other fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and King & Spalding 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. 
 (d)
Transition Services Agreement. The Administrative Agent shall have received a term sheet setting forth the terms and conditions to be included in the Transition Services Agreement. 

(e) 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. 
 ARTICLE III

 MISCELLANEOUS 
 3.1 Amended Terms. On and after the 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 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. 
 (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an 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. 

  
 3 







 (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 the terms of the Security Documents and prior to all Liens other than Permitted
Liens. 
 (g) 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 Agreement 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 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. 

  
 4 







 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] 

  
 5 







 CARROLS LLC 
 AMENDMENT TO CREDIT AGREEMENT 
  
 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. 
  

							
	BORROWER:	 		 	 CARROLS LLC,

a Delaware limited liability company

				
		 		 	By:	 	/s/ Paul Flanders
		 		 		 	Name:  Paul Flanders
		 		 		 	Title:    Vice President
				
	GUARANTORS:	 		 	None.	 	







 CARROLS LLC 
 AMENDMENT TO CREDIT AGREEMENT 
  
  

							
	ADMINISTRATIVE AGENT:	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as a Lender and as Administrative Agent

				
		 		 	By:	 	/s/ Tim G. Loyd
		 		 		 	Name:  Tim G. Loyd
		 		 		 	Title:    Managing Director







 CARROLS LLC 
 AMENDMENT TO CREDIT AGREEMENT 
  
  

							
	LENDERS:	 		 	 MANUFACTURERS & TRADERS TRUST COMPANY,
 as a Lender

				
		 		 	By:	 	/s/ Timothy P. McDevitt
		 		 		 	Name:  Timothy P. McDevitt
		 		 		 	Title:    Vice President







 CARROLS LLC 
 AMENDMENT TO CREDIT AGREEMENT 
  
  

							
	LENDERS:	 		 	FIRST NIAGARA BANK, N.A., as a Lender
				
		 		 	By:	 	/s/ Frederick K. Miller
		 		 		 	Name:  Frederick K. Miller
		 		 		 	Title:    Vice President







 CARROLS LLC 
 AMENDMENT TO CREDIT AGREEMENT 
  
  

							
	LENDERS:	 		 	JPMORGAN CHASE BANK, N.A., as a Lender
				
		 		 	By:	 	/s/ Jean Lamardo
		 		 		 	Name:  Jean Lamardo
		 		 		 	Title:    Underwriter III