On June 23, 2020 (the “Fifth Amendment Effective Date”), Carrols Restaurant Group, Inc. (the “Company”) entered into the Fifth Amendment to Credit Agreement (the “Fifth Amendment”) among the Company, as borrower, certain subsidiaries of the Company (collectively, the “Guarantors”), as guarantors, Wells Fargo Bank, National Association (the “Administrative Agent”), as administrative agent, and the lenders party thereto as further described in “Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” which is incorporated by reference in this Item 1.01.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The Fifth Amendment amends the Credit Agreement dated as of April 30, 2019 among the Company, the Guarantors, the Administrative Agent and the lenders party thereto (as previously amended by the First Amendment to Credit Agreement dated as of December 13, 2019 among the Company, the Guarantors, the Administrative Agent and the lenders party thereto, the Second Amendment to Credit Agreement dated as of March 25, 2020 among the Company, the Guarantors, the Administrative Agent and the lenders party thereto, the Third Amendment to Credit Agreement dated as of April 8, 2020 among the Company, the Guarantors, the Administrative Agent and the lenders party thereto and the Fourth Amendment to Credit Agreement dated as of April 16, 2020 among the Company, the Guarantors, the Administrative Agent and the lenders party thereto and as further amended from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined shall have the meanings set forth in the Credit Agreement.

to the Fifth Amendment, the Company incurred additional Term Loan borrowings in the aggregate principal amount of $75 million of Incremental Term B-1 Loans. The Incremental Term B-1 Loans constitute a new tranche of Term Loans ranking pari passu in right of payment and security with the Initial Term Loans for all purposes under the Credit Agreement. The Incremental Term B-1 Loans have the same terms as outstanding borrowings under the Company’s existing term loan B facility to and in accordance with the Credit Agreement, provided that (i) borrowings under the Incremental Term B-1 Loans will bear interest at a rate per annum, at the Company’s option, of (a) the Alternate Base Rate plus the applicable margin of 5.25% or (b) the LIBOR Rate (which shall not be less than 1% for Incremental Term B-1 Loans) plus the applicable margin of 6.25% and (ii) certain prepayments of the Incremental Term B-1 Loans by the Company prior to the first anniversary of the Fifth Amendment Effective Date are subject to a premium to the Administrative Agent, for the ratable account of each applicable Term Loan Lender holding Incremental Term B-1 Loans on the date of such prepayment equal to the Applicable Make-Whole Amount with respect to the principal amount of the Incremental Term B-1 Loans so prepaid. The principal amount of the Incremental Term B-1 Loans will amortize in an aggregate annual amount equal to 1% of the original principal amount of the Incremental Term B-1 Loans and shall be repayable in consecutive quarterly installments on the last day of the Company’s fiscal quarters beginning on the third fiscal quarter of 2020 with the remaining outstanding principal amount of the Incremental Term B-1 Loan and all accrued but unpaid interest and other amounts payable with respect to the Incremental Term B-1 Loan due on April 30, 2026 which is the Term Loan Maturity Date. The Company intends to use the net proceeds of the Incremental Term B-1 Loans for general corporate purposes.

About Carrols Restaurant Group, Inc. (NASDAQ:TAST)

Carrols Restaurant Group, Inc. is a holding company. The Company conducts all of its operations through its direct and indirect subsidiaries. The Company operates in the hamburger category of the quick-service restaurant segment of the restaurant industry. The Company is a Burger King franchisee in the United States and operates its restaurants under the Burger King trade name. The Company owns and operates approximately 705 Burger King restaurants located in over 20 Northeastern, Midwestern and Southeastern states, such as Illinois, Indiana, Kentucky, Maine, Massachusetts, Michigan, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Vermont, Virginia and West Virginia. Burger King restaurants feature the Whopper sandwich, as well as a range of hamburgers, chicken and other sandwiches, French fries, salads, breakfast items, hot dogs, snacks, smoothies, frappes and other offerings. Its subsidiaries include Carrols LLC and Carrols Corporation.