EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
CARROLS CORPORATION
9 1/2% SENIOR SUBORDINATED NOTES DUE 2008
This form must be used by a holder of the 9 1/2% Senior Subordinated
Notes due 2008 (the "Old Notes") of Carrols Corporation (the "Company"), who
wishes to tender Old Notes to the Exchange Agent pursuant to the guaranteed
delivery procedures described in "The Exchange Offer -- Guaranteed Delivery
Procedure" of the Prospectus dated _____________, 1999 (the "Prospectus") and
in Instruction 1 of the Letter of Transmittal. Any holder who wishes to tender
Old Notes pursuant to such guaranteed delivery procedures must ensure that the
Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Exchange Offer. Capitalized terms not defined herein
have the meanings ascribed to them in the Prospectus or the Letter of
Transmittal.
To: IBJ Whitehall Bank & Trust Company -- Exchange Agent
By Hand, Overnight Courier or Mail:
IBJ Whitehall Bank & Trust Company
1 State Street
New York, New York 10004
Attention: Corporate Trust Administration
or
By Facsimile:
IBJ Whitehall Bank & Trust Company
Facsimile Number: (212) 858-2952
Attention: Corporate Trust Administration
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the related Letter
of Transmittal, receipt of which is hereby acknowledged, the principal amount
of Old Notes specified below pursuant to the guaranteed delivery procedures
set forth in the Prospectus and in Instruction 1 of the Letter of Transmittal.
The undersigned hereby tenders the Old Notes listed below:
CERTIFICATE NUMBER(S) (IF KNOWN) OF OLD NOTES AGGREGATE PRINCIPAL AMOUNT TENDERED
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Name of Tendering Holder:
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Date: , 1999
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings
association, clearing agency or other institution that is a member of a
recognized signature guarantee medallion program or is otherwise an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent
of the Letter of Transmittal, together with the Old Notes tendered hereby, in
proper form for transfer and any other required documents, all by 5:00 p.m.,
New York City time, before the third business day (as defined in the
Prospectus) following the Expiration Date.
SIGN HERE
Name of firm (please print):
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Authorized Signature:
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Name (please print):
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Address:
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Telephone Number:
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Date:
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DO NOT SEND TENDERED OLD NOTES WITH THIS FORM. ACTUAL DELIVERY OF TENDERED OLD
NOTES MUST BE MADE IN ACCORDANCE WITH, AND BE ACCOMPANIED BY, AN EXECUTED
LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and risk of
the holder, and the delivery will be deemed made only when actually received
by the Exchange Agent. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. Instead of delivery by
mail, it is recommended that the holder use an overnight or hand delivery
service. Facsimile transmission is permissible, provided, however, that
receipt is confirmed by telephone and an original is delivered by guaranteed
overnight courier. In all cases, sufficient time should be allowed to assure
timely delivery. For a description of the guaranteed delivery procedure, see
the section set forth in the Prospectus entitled "The Exchange Offer --
Guaranteed Delivery Procedure" and Instruction 1 of the Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the tendered Old
Notes referred to herein, the signature must correspond with the name(s)
written on the face of the tendered Old Notes without alteration or any change
whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any tendered Old Notes listed, this Notice of
Guaranteed Delivery must be accompanied by appropriate bond powers, signed as
the name of the registered holder(s) appears on the tendered Old Notes.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders also may contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.