Exhibit 10.2
E XECUTION V ERSION
JOINDER AGREEMENT
THIS JOINDER AGREEMENT, dated as of
May 28, 2008 (the “ Agreement ”), to the
Subsidiary Guaranty Agreement (as defined below) and the Pledge
Agreement (as defined below) is entered into by and among CARROLS
CORPORATION, a Delaware corporation (the “ Borrower
”), certain subsidiaries of the Borrower party hereto,
CARROLS RESTAURANT GROUP, INC., a Delaware corporation (the “
Parent ”), CARROLS LLC, a Delaware limited liability
company (the “ New Subsidiary ”) and Wachovia
Bank, National Association, a national banking association, as
administrative agent for the Lenders (the “ Agent
”) under the Loan Agreement referred to below.
Statement of
Purpose
Reference is hereby made to the Loan
Agreement dated as of March 9, 2007 (as amended by that
certain First Amendment to Loan Agreement dated as of July 2,
2007 by and among the Borrower, certain subsidiaries of the
Borrower party thereto, the lenders party thereto and the Agent,
and as further amended, restated, supplemented or otherwise
modified, the “ Loan Agreement ”) by and among
the Borrower, the lenders who are or may become party thereto (the
“ Lenders ”) and the Agent. In connection with
the Loan Agreement, the Parent, the Borrower and certain of their
respective Subsidiaries have entered into that certain pledge
agreement dated as of March 9, 2007 (as amended, restated,
supplemented or otherwise modified, the “ Pledge
Agreement ”) and certain Subsidiaries of the Borrower
have entered into that certain Subsidiary Guaranty Agreement dated
as of March 9, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “ Subsidiary
Guaranty Agreement ”).
On May 13, 2008, the New
Subsidiary became a Subsidiary of the Borrower. In connection
therewith and pursuant to Section 8.9 of the Loan
Agreement, (a) the New Subsidiary is required to execute,
among other documents, this Agreement in order (i) to become
an Obligor and a Subsidiary Guarantor under the Subsidiary Guaranty
Agreement and (ii) to become an Issuer under the Pledge
Agreement and (b) the Borrower, as Pledgor under the Pledge
Agreement and owner of the Partnership/LLC Interests of the New
Subsidiary, is required to execute, among other things, this
Agreement, in order to confirm and reaffirm its pledge of one
hundred percent (100%) of the Partnership/LLC Interests of the
New Subsidiary.
NOW THEREFORE, in consideration of
the premises and other good and valuable consideration, the parties
hereto hereby agree as follows:
Section 1. Subsidiary
Guaranty Agreement Supplement .
(a) The New Subsidiary hereby agrees
that by execution of this Agreement it is a Subsidiary Guarantor
under the Subsidiary Guaranty Agreement as if a signatory thereof
on the Effective Date, and such New Subsidiary (i) shall
comply with, and be subject to, and have the benefit of, all of the
terms, conditions, covenants, agreements and obligations set forth
in the Subsidiary Guaranty Agreement and (ii) hereby makes
each representation and warranty set forth in the Subsidiary
Guaranty Agreement.
(b) Each Obligor and the New
Subsidiary hereby agrees that (i) each reference to an
“Obligor” or “Obligors” in the Loan
Agreement and the other Loan Documents shall include the New
Subsidiary, (ii) each reference to a “Subsidiary
Guarantor” or “Subsidiary Guarantors” in the
Subsidiary Guaranty Agreement and the other Loan Documents shall
include the New Subsidiary, and (iii) each reference to the
“Guaranty”, “Guaranties”, “Subsidiary
Guaranty Agreement” or “Subsidiary Guaranty” as
used in the Loan Agreement, the Subsidiary Guaranty Agreement or
the other Loan Documents shall mean the Subsidiary Guaranty
Agreement as supplemented hereby.
Section 2. Pledge Agreement
Supplement .
(a) Joinder to the Pledge
Agreement .
(i) In order to secure the prompt
and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations
in accordance with the terms of the Loan Agreement and the other
Loan Documents, the Borrower hereby (A) confirms and reaffirms
the Security Interests in and to all of the Collateral of the
Borrower granted to the Agent, for the ratable benefit of itself
and the other Secured Parties, under the Pledge Agreement and
(B) confirms and reaffirms that the Collateral of the Borrower
includes one hundred percent (100%) of the Partnership/LLC
Interests owned by the Borrower in the New Subsidiary (the “
Additional Investment Property ”).
(ii) The Security Interests are
granted as security only and shall not subject the Agent or any
Secured Party to, or transfer to the Agent or any Secured Party, or
in any way affect or modify, any obligation or liability of the
Borrower or the New Subsidiary with respect to any of the
Additional Investment Property or any transaction in connection
therewith.
(iii) Each Obligor (including the
New Subsidiary) hereby agrees that by execution of this Agreement,
the New Subsidiary is a party to the Pledge Agreement as if a
signatory thereof as an Issuer on the Effective Date, and the New
Subsidiary shall (A) comply with, and be subject to, and have
the benefit of, all of the terms, covenants, conditions, agreements
and obligations set forth in the Pledge Agreement and
(B) hereby makes each representation and warranty set forth in
the Pledge Agreement. Each Obligor (including the New Subsidiary)
hereby agrees that each reference to an “Issuer” or the
“Issuers” in the Pledge Agreement and the other Loan
Documents shall include the New Subsidiary.
(iv) Each Obligor (including the New
Subsidiary) hereby agrees that “Collateral” as used in
the Pledge Agreement and the Loan Agreement shall include all
Additional Investment Property pledged pursuant hereto,
“Investment Property” and “Partnership/LLC
Interests”, as applicable, as used therein shall include the
Additional Investment Property pledged pursuant hereto and
“Pledge Agreement” or “Agreement” as used
therein shall mean the Pledge Agreement as supplemented
hereby.
(b) Further Assurances . The
Borrower and the New Subsidiary shall deliver to the Agent such
certificates (if any) and other documents (including, without
limitation, stock certificates and stock powers) and take such
additional and further action as the Agent shall reasonably request
in order to effectuate the terms hereof and the Pledge
Agreement.
(c) Acknowledgement and
Consent . The New Subsidiary hereby acknowledges receipt of a
copy of the Pledge Agreement, the Subsidiary Guaranty Agreement and
the other Loan Documents to which it is a party and agrees for the
benefit of the Agent and the Secured Parties to be bound thereby
and to comply with the terms thereof insofar as such terms are
applicable to it.
(d) Schedules to the Loan
Agreement and the Pledge Agreement . Attached hereto as
Annex A i
