First Amendment to Credit Agreement (Fiesta Restaurant Group, Inc.)


 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”), dated as of December 14, 2011, is by and among FIESTA RESTAURANT GROUP, INC., a Delaware corporation (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 for 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 Definitions. The following definitions are hereby amended as set froth below: 

(a) Clause (d) of the definition of Consolidated EBITDAR is hereby amended and restated in its entirety as follows: 

(d) to the extent not deducted in the calculation of Consolidated Net Income, all amounts paid by the Credit Parties
pursuant to Sections 6.10(d), (e) and (k) (other than any payments or reimbursements for capital expenditures made for the benefit of the Credit Parties and their Subsidiaries). 

(b) Clause (i) of the definition of Restricted Payments is hereby amended and restated in its entirety to read as follows:

 (i) payments by any Credit Party to Carrols or CRG referred to in Sections 6.10(h) and 6.10(k)







 (c) 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 Carrols will provide certain general and administrative services to the Borrower and its Subsidiaries after the
Spin-Off Date and, to a limited extent, the Borrower will provide certain general and administrative services to the Spin-Off 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. 

1.3 Amendments to Section 6.10. Section 6.10 of the Credit Agreement is hereby amended by (a) replacing the
period at the end of clause (j) thereof with a comma and (b) adding a new clause (k) at the end of such section to read as follows: 
 (k) so long as no Default or Event of Default has occurred and is continuing to pay, after the Spin-Off Date, fees to the Spin-Off Parties pursuant to the Transition Services Agreement in an aggregate
amount not to exceed $10,000,000 during any fiscal year; provided, that such amount shall be increased (i) at the beginning of each fiscal year (beginning with fiscal year 2012) by an amount equal to the percentage increase in the
consumer price index during the previous fiscal year period and (ii) at the beginning of each fiscal quarter by an amount equal to the product of (A) $35,000 multiplied by (B) each new Restaurant opened or acquired during the previous
fiscal quarter period. 
 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. 
 (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. 
 (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. 

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. 
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 IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the
date first above written. 
  

									
	BORROWER:	 		 	FIESTA RESTAURANT GROUP, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	/s/    Paul Flanders        
		 		 		 	Name:	 	Paul Flanders
		 		 		 	Title:	 	Vice President

  

									
	GUARANTORS:	 		 	CABANA BEVERAGES, INC.,
		 		 	a Texas corporation
				
		 		 	By:	 	/s/    Shanna Ramirez         
		 		 		 	Name:	 	Shanna Ramirez
		 		 		 	Title:	 	President

  

									
		 		 	CABANA BEVCO, LLC
		 		 	a Texas corporation
				
		 		 	By:	 	/s/    Shanna Ramirez         
		 		 		 	Name:	 	Shanna Ramirez
		 		 		 	Title:	 	Manager

  

									
		 		 	GET REAL, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	/s/    Julio Murillo         
		 		 		 	Name:	 	Julio Murillo
		 		 		 	Title:	 	Vice President

  







									
		 		 	POLLO FRANCHISE, INC.,
		 		 	a Florida corporation
				
		 		 	By:	 	/s/    Paul Flanders        
		 		 		 	Name:	 	Paul Flanders
		 		 		 	Title:	 	Vice President

  

									
		 		 	POLLO OPERATIONS, INC.,
		 		 	a Florida corporation
				
		 		 	By:	 	/s/    Paul Flanders        
		 		 		 	Name:	 	Paul Flanders
		 		 		 	Title:	 	Vice President

  

									
		 		 	TACO CABANA, INC.,
		 		 	as Delaware corporation
				
		 		 	By:	 	/s/    Paul Flanders        
		 		 		 	Name:	 	Paul Flanders
		 		 		 	Title:	 	Vice President

  

									
		 		 	TP ACQUISITION CORP.,
		 		 	a Texas corporation
				
		 		 	By:	 	/s/    Paul Flanders        
		 		 		 	Name:	 	Paul Flanders
		 		 		 	Title:	 	Vice President

  

									
		 		 	TC BEVCO, LLC,
		 		 	a Texas limited liability company
				
		 		 	By:	 	/s/    Shanna Ramirez        
		 		 		 	Name:	 	Shanna Ramirez
		 		 		 	Title:	 	Manager








									
		 		 	TC MANAGEMENT, INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	/s/    Paul Flanders        
		 		 		 	Name:	 	Paul Flanders
		 		 		 	Title:	 	Vice President

  

									
		 		 	TC LEASE HOLDINGS III, V AND VI, INC.,
		 		 	a Texas corporation
				
		 		 	By:	 	/s/    Paul Flanders        
		 		 		 	Name:	 	Paul Flanders
		 		 		 	Title:	 	Vice President

  

									
		 		 	TEXAS TACO CABANA, L.P.,
		 		 	a Texas Limited Partnership
					
		 		 		 	BY:	 	T.C. MANAGEMENT INC.,
		 		 		 		 	a Texas corporation
				
		 		 	By:	 	/s/    Paul Flanders        
		 		 		 	Name:	 	Paul Flanders
		 		 		 	Title:	 	Vice President

  

									
		 		 	TPAQ HOLDING CORPORATION,
		 		 	a Delaware corporation
				
		 		 	By:	 	/s/    Julio Murillo        
		 		 		 	Name:	 	Julio Murillo
		 		 		 	Title	 	Vice President







 FIESTA RESTAURANT GROUP, INC. 

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







 FIESTA RESTAURANT GROUP, INC. 

AMENDMENT TO CREDIT AGREEMENT 
  

 

					
	LENDERS:	 	 MANUFACTURERS & TRADERS TRUST
 COMPANY, as a Lender

			
		 	By:	 	 /s/ Timothy P. McDevitt

		 		 	Name: Timothy P. McDevitt
		 		 	Title:   Vice President







 FIESTA RESTAURANT GROUP, INC. 

AMENDMENT TO CREDIT AGREEMENT 
  

 

			
	JEFFERIES FINANCE, LLC, as a Lender 
		
	By:	 	 /s/ E. Joseph Hess

		 	Name: E. Joseph Hess
		 	Title:   Managing Director