Exhibit 10.1
SECOND SUPPLEMENT TO
INDENTURE
This Second Supplement to Indenture
(the “ Supplement ”) is dated as of May 29,
2008 by and among Carrols Corporation, a Delaware corporation (the
“ Company ”), CARROLS LLC, a Delaware limited
liability company (the “ Additional Guarantor ”)
and The Bank of New York, a New York banking corporation, as
trustee (the “ Trustee ”), with respect to the
Company’s 9% Senior Subordinated Notes due 2013 (the “
Notes ”). Capitalized terms used but not otherwise
defined in this Supplement shall have the meanings ascribed to such
terms in the Indenture (as defined below), as amended and
supplemented from time to time in accordance with its
terms.
WHEREAS, the Company, the Subsidiary
Guarantors named therein and the Trustee entered into the
Indenture, dated as of December 15, 2004 (the “
Indenture ”) governing the Notes, as amended by that
certain First Supplement to Indenture (the “ First
Supplement ”) dated as of November 29, 2006 by and
among the Company, TPAQ Holding Corporation and the
Trustee;
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 pursuant to which such Restricted Subsidiary will agree
to unconditionally guarantee all of the Company’s obligations
under the Notes and Indenture as provided therein;
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
