AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Exhibit
4(e), 10(b)
Execution
Copy
AMENDMENT
NO. 1 TO THE CREDIT AGREEMENT
Dated
as of April 24,
2007
AMENDMENT
NO. 1 TO THE CREDIT AGREEMENT (this
“Amendment”) among CBRL GROUP, INC., a Tennessee
corporation (the “Borrower”), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the “Lenders”) and
WACHOVIA BANK, NATIONAL ASSOCIATION., as administrative agent (in
such capacity, the “Agent”) for the
Lenders.
PRELIMINARY
STATEMENTS:
(1) The
Borrower, the Guarantors, the Lenders and the Agent have entered into a Credit
Agreement dated as of April 27, 2006 (the “Credit
Agreement”). Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit
Agreement.
(2) The
Borrower has requested that the Required Lenders agree to amend certain
provisions of the Credit Agreement.
(3) The
Required Lenders are, on the terms and conditions stated below, willing to
grant
the request of the Borrower and the Borrower and the Required Lenders have
agreed to amend the Credit Agreement as hereinafter set forth.
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of all of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION
1. Amendment
to Credit Agreement. Effective as of the date hereof and subject
to the satisfaction of the conditions precedent set forth in Section 2, Article
V of the Credit Agreement is hereby amended by (a) amending and restating
Section 5.02(g)(iv), such Section to read in full as follows:
|
“
(iv) the Borrower may repurchase, acquire or redeem the Convertible
Notes
and/or any notes exchanged (“New Notes”) for
such Convertible Notes (and/or any common stock into which such
Convertible Notes or New Notes are converted) with the proceeds of
the
Term B-2 Facility and/or cash on
hand;”
|
and
(b)
amending and restating Section 5.02(j)(i)(C), such Section to read in full
as
follows:
|
“(iv)(C)
the conversion of subordinated debt into equity in accordance with
its
terms and any transaction permitted by Section
5.02(g)(iv);”
|
SECTION
2. Conditions
to Effectiveness. This Amendment shall become effective when, and
only when, the Agent shall have received (a) counterparts of this Amendment
executed by the Borrower and the Required Lenders or, as to any of the Lenders,
advice satisfactory to the Agent that such Lender has executed this Amendment,
(b) the consent attached hereto (the “Consent”)
executed by each Guarantor and (c) payment in full of all expenses of counsel
for the Agent in connection with this Amendment and the Credit
Agreement.
CBRL
GROUP, INC. - AMENDMENT NO. 1
SECTION
3. Reference
to and Effect on the Credit Agreement(a) On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to
“this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in any of the Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof”, or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.
(b) The
Credit Agreement, as specifically modified by this Amendment, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue
to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy
of
any Lender or the Agent, nor constitute a waiver of any provision of the Credit
Agreement.
SECTION
4. Costs
and Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution, delivery
and administration, modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder (including, without
limitation, the reasonable fees and expenses of counsel for the Agent) in
accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION
5. Execution
in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. Delivery of
an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.
SECTION
6. Governing
Law. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
[Remainder
of page intentionally left blank]
CBRL
GROUP, INC. - AMENDMENT NO. 1
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by
their respective officers thereunto duly authorized, as of the date first above
written.
CBRL GROUP, INC., as Borrower | ||
By | /s/ Xxxxxxxx X. Xxxxx | |
Name: | Xxxxxxxx X. Xxxxx | |
Title: | Senior Vice President-Finance and | |
Chief Financial Officer |
CBRL
GROUP, INC. - AMENDMENT NO. 1
WACHOVIA BANK, NATIONAL ASSOCIATION, as | ||
Agent and Lender | ||
By | /s/ Xxxxx X. Xxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxx | |
Title: | Managing Director | |
CBRL
GROUP, INC. - AMENDMENT NO. 1
CONSENT
Dated
as of April 24,
2007
Each
of
the undersigned, in connection with each of the Collateral Documents and the
Guaranty referred to in the Credit Agreement dated as of April 27, 2006 (the
“Credit Agreement”) among CBRL GROUP, INC., the
Guarantors named therein, the Lenders and agents named therein, and WACHOVIA
BANK, NATIONAL ASSOCIATION, as administrative agent, hereby consents to the
foregoing Amendment No. 1 to the Credit Agreement (the
“Amendment”) and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendment, (a) the Guaranty is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of the
Amendment, each reference in the Guaranty to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import shall mean and be a reference to
the Credit Agreement, as amended by the Amendment and (b) the Collateral
Documents and all of the Collateral described therein do, and shall continue
to,
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.
CB
MUSIC,
LLC
By
/s/ N.B. Xxxxxxx Xxxxx
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
CBOCS
DISTRIBUTION, INC.
By
/s/ N.B. Xxxxxxx Xxxxx
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
CBOCS
PARTNER I, LLC
By
/s/
Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title: Secretary
CBOCS
PARTNER II, LLC
By
/s/
Xxxxxx Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
President
CBRL
GROUP, INC. - AMENDMENT NO. 1
CBOCS
PENNSYLVANIA, LLC
By
/s/ N.B. Xxxxxxx Xxxxx
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
CBOCS
PROPERTIES, INC.
By
/s/
Xxxxxx Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
President
CBOCS
SUPPLY, INC.
By
/s/
Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title:
Secretary
CBOCS
TEXAS LIMITED PARTNERSHIP
By:
CBOCS
Partner I, LLC, its general partner
By
/s/ Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title: Secretary
CBOCS
WEST, INC.
By
/s/ N.B. Xxxxxxx Xxxxx
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
CRACKER
BARREL OLD COUNTRY
STORE,
INC.
By
/s/ N.B. Xxxxxxx Xxxxx
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
ROCKING
CHAIR, INC.
By
/s/ Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
President
CBRL
GROUP, INC. - AMENDMENT NO. 1
GUN
BARREL ROAD LOGAN’S, INC.
By
/s/
N.B. Xxxxxxx Xxxxx
Name:
N.B. Xxxxxxx Xxxxx
Title:
Secretary
CBRL
GROUP, INC. - AMENDMENT NO. 1