Exhibit 4.4
FIRST SUPPLEMENT TO INDENTURE
This First Supplement to Indenture (this "Supplement") is dated as of
December 19, 2000 by and among Carrols Corporation, a Delaware corporation (the
"Company"), Taco Cabana, Inc., a Delaware corporation, TP Acquisition Corp., a
Texas corporation, T.C. Management, Inc., a Delaware corporation, Get Real,
Inc., a Delaware corporation, Taco Cabana Management, Inc., a Texas corporation,
Texas Taco Cabana, L.P., a Texas limited partnership, TC Lease Holdings III, (V)
and (VI), Inc., a Texas corporation, Cabana Bevco, LLC, a Texas limited
liability company, TC Bevco Management, LLC, a Texas limited liability company,
TC Bevco Holding, LLC, a Texas limited liability company, TC Bevco, LLC, a Texas
limited liability company, Cabana Beverages, Inc., a Texas corporation, Two
Pesos Liquor Corp., a Texas corporation, and Rosa Beverages, Inc., a Texas
corporation (collectively, the "Additional Guarantors"), and The Bank of New
York, a New York banking corporation (the "Successor Trustee"), as successor
Trustee to IBJ Schroder Bank & Trust Company (the "Original Trustee") with
respect to the Company's Series A 9 1/2% Senior Subordinated Notes due 2008 and
Series B 9 1/2% Senior Subordinated Notes due 2008 (the "Notes"). Capitalized
terms used but not otherwise defined in this Supplement shall have the meanings
ascribed to such terms in the Indenture as amended and supplemented from time to
time in accordance with its terms.
WHEREAS, the Company, the Guarantors named therein and the Original Trustee
entered into the Indenture, dated as of November 24, 1998 (the "Indenture"); and
WHEREAS, pursuant to Section 4.11 of the Indenture, Restricted Subsidiaries
of the Company meeting certain qualifications described therein are required to
execute and deliver to the Trustee a supplemental indenture that shall
unconditionally guarantee all of the Company's obligations under the Notes and
Indenture.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree, for the equal and proportionate benefit
of all Holders of the Notes, as follows:
ARTICLE I
SUBSIDIARY GUARANTY
Section 1.01 Guaranty. Each of the Additional Guarantors hereby
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unconditionally guarantees all of the Company's obligations under the Notes and
the Indenture on the terms set forth in Article Eleven of the Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01 Instruments to be Read Together. This Supplement is an
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indenture supplement to and in implementation of the Indenture, and said
Indenture and this Supplement shall henceforth be read together.
Section 2.02 Confirmation. The Indenture, as amended and supplemented by
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this Supplement, is in all respects confirmed and preserved.
Section 2.03 Counterparts. This Supplement may be executed in any number
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of counterparts, each of which, when so executed, shall be deemed to be an
original, but all of which shall together constitute one and the same
instrument.
Section 2.04 Effectiveness. This Supplement shall become effective
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immediately upon its execution in accordance with the provisions of the
Indenture.
Section 2.05 GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICTS OF LAWS RULES THEREOF.
Section 2.06 Disclaimer of Trustee's Responsibility. In executing this
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Supplement, the Successor Trustee shall be entitled to all the privileges and
immunities afforded to the Trustee under the terms and conditions of the
Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
Indenture to be duly executed as of the date first above written.
CARROLS CORPORATION
By: /s/ Joseph Zirkman
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Name: Joseph Zirkman
Its: Vice President
TACO CABANA, INC.
By: /s/ Joseph Zirkman
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Name: Joseph Zirkman
Its: Vice President
TP ACQUISITION CORP.
By: /s/ Joseph Zirkman
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Name: Joseph Zirkman
Its: Vice President
T.C. MANAGEMENT, INC.
By: /s/ Joseph Zirkman
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Name: Joseph Zirkman
Its: Vice President
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GET REAL, INC.
By: /s/ Clayton E. Wilhite
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Name: Clayton E. Wilhite
Its: Vice President
TACO CABANA MANAGEMENT, INC.
By: /s/ Joseph Zirkman
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Name: Joseph Zirkman
Its: Vice President
TEXAS TACO CABANA, L.P.
By: TACO CABANA MANAGEMENT, INC.,
its General Partner
By: /s/ Joseph Zirkman
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Name: Joseph Zirkman
Its: Vice President
TC LEASE HOLDINGS III, (V) AND (VI), INC.
By: /s/ Becky Rainey
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Name: Becky Rainey
Its: Vice President and General Counsel
CABANA BEVCO, LLC
By: /s/ James Jenkins
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Name: James Jenkins
Its: Manager
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TC BEVCO MANAGEMENT, LLC
By: /s/ James Jenkins
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Name: James Jenkins
Its: Manager
TC BEVCO HOLDING, LLC
By: /s/ James Jenkins
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Name: James Jenkins
Its: Manager
TC BEVCO, LLC
By: /s/ James Jenkins
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Name: James Jenkins
Its: Manager
CABANA BEVERAGES, INC.
By: /s/ James Jenkins
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Name: James Jenkins
Its: President
TWO PESOS LIQUOR CORP.
By: /s/ James Jenkins
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Name: James Jenkins
Its: President
ROSA BEVERAGES, INC.
By: /s/ James Jenkins
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Name: James Jenkins
Its: President
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THE BANK OF NEW YORK
By: /s/ Michael C. Daly
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Name: Michael C. Daly
Its: Assistant Vice President
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