SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
AMONG
CARROLS HOLDINGS CORPORATION
CARROLS CORPORATION
AND
HELLER FINANCIAL, INC.
DATED AS OF FEBRUARY 14, 1996
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Sixth Amendment to Third Amended and Restated Loan and
Security Agreement, dated as of February 14, 1996 (this "Agreement") is among
Carrols Holdings Corporation, a Delaware corporation ("Holdings"), Carrols
Corporation, a Delaware corporation ("Borrower") and HELLER FINANCIAL, INC., a
Delaware corporation ("Lender").
W I T N E S S E T H:
WHEREAS, Holdings, Borrower and Lender are parties to that
certain Third Amended and Restated Loan and Security Agreement dated as of
August 9, 1993 (as heretofore amended, the "Credit Agreement"; capitalized terms
not otherwise defined herein having the definitions provided therefor in the
Credit Agreement) and to certain other documents executed in connection with the
Credit Agreement; and
WHEREAS, the parties hereto wish to further amend the Credit
Agreement as provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to Section 9.2(g) of the Credit Agreement:
Subpart (a) of clause (iv) of subsection 9.2(g) of the
Credit Agreement is hereby amended by deleting the words "at a
discount to par of at least 5%" therefrom and by substituting in
their place the words "at a premium to par of not greater than
5%."
2. Representations and Warranties. To induce Lender to enter into
this Agreement, Holdings and Borrower each represents and warrants to Lender
that the execution, delivery and performance by Holdings and Borrower of this
Agreement are within their respective corporate powers, have been duly
authorized by all necessary corporate action (including, without limitation,
shareholder approval), have received all necessary governmental approval (if any
shall be required), and do not and will not contravene or conflict with any
provision of law applicable to Holdings or Borrower, the Certificate of
Incorporation or Bylaws of Holdings or Borrower, or any order, judgment or
decree of any court or other agency of government or any contractual obligation
binding upon Holdings or Borrower; the Credit Agreement as amended as of the
date hereof is the legal, valid and binding obligation of Holdings and Borrower
enforceable against Holdings and Borrower in accordance with its terms; and as
of the date of this Agreement, Borrower has repurchased $1,500,000 face amount
of Senior Notes for an aggregate consideration of approximately $1,380,000.
3. Conditions. The effectiveness of the amendments stated in this
Agreement is subject to the following conditions precedent or concurrent:
(a) No Default. No Default or Event of Default under the
Credit Agreement, as amended hereby, shall have occurred and be continuing.
(b) Warranties and Representations. The warranties and
representations of Holdings and Borrower contained in this Agreement, the Credit
Agreement, as amended hereby, and the other Loan Documents, shall be true and
correct as of the effective date hereof, with the same effect as though made on
such date.
4. Miscellaneous.
(a) Captions. Section captions used in this Agreement are
for convenience only, and shall not affect the construction of this Agreement.
(b) Governing Law. This Agreement shall be a contract made
under and governed by the laws of the State of New York, without regard to
conflict of laws principles. Whenever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement.
(d) Successors and Assigns. This Agreement shall be
binding upon Holdings, Borrower and Lender and their respective permitted
successors and assigns, and shall inure to the sole benefit of Holdings,
Borrower and Lender and the successors and assigns of Holdings, Borrower and
Lender.
(e) References. Any reference to the Credit Agreement
contained in any notice, request, certificate, or other document executed
concurrently with or after the execution and delivery of this Agreement shall be
deemed to include this Agreement unless the context shall otherwise require.
(f) Continued Effectiveness. Notwithstanding anything
contained herein, the terms of this Agreement are not intended to and do not
serve to effect a novation as to the Credit Agreement. The parties hereto
expressly do not intend to extinguish the Credit Agreement. Instead, it is the
express intention of the parties hereto to reaffirm the indebtedness created
under the Credit Agreement which is evidenced by the Replacement Revolving
Promissory Note and secured by the Collateral. The Credit Agreement as amended
hereby and each of the other Loan Documents remain in full force and effect.
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(g) Costs, Expenses and Taxes. Borrower affirms and
acknowledges that Section 2.19 of the Credit Agreement applies to this Agreement
and the transactions and agreements and documents contemplated hereunder.
Delivered at Chicago, Illinois, as of the day and year first
above written.
CARROLS CORPORATION
By: /s/ Richard V. Cross
--------------------------------
Printed: Richard V. Cross
-----------------------------
Title: Executive Vice-President
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CARROLS HOLDINGS CORPORATION
By: /s/ Richard V. Cross
--------------------------------
Printed: Richard V. Cross
--------------------------------
Title: Assistant Treasurer
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HELLER FINANCIAL, INC.
By: /s/ Kelli J. O'Connell
-----------------------------------
Printed: Kelli J. O'Connell
-----------------------------
Title: Assistant Vice-President
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