FOURTH AMENDMENT TO CREDIT AGREEMENT
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THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is dated this
the 12th day of September, 2001 (effective August 3, 2001) by and between CBRL
GROUP, INC., a Tennessee corporation ("Borrower") and SUNTRUST BANK, a Georgia
state banking corporation as agent (the "Administrative Agent") for the Lenders,
as described and defined below.
RECITALS:
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A. Borrower, Administrative Agent and the Lenders are parties to a Credit
Agreement dated as of February 16, 1999, as amended by a First Amendment to
Credit Agreement dated July 29, 1999, as amended by a Second Amendment to Credit
Agreement dated September 30, 1999 and as amended by a Third Amendment to Credit
Agreement effective January 28, 2000 (as amended or restated from time to time,
the "Credit Agreement").
B. SunTrust Bank, Fifth-Third Bank, Hibernia National Bank, First Union
National Bank, AmSouth Bank, Firstar Bank, N.A. (as successor to Mercantile Bank
National Association), Fleet National Bank (as assignee of Bank One, NA),
Wachovia Bank, N.A. and Union Planters National Bank, presently constitute all
the Lenders under the Credit Agreement.
C. The Borrower and the requisite percentage of Required Lenders desire to
amend the Credit Agreement as hereinafter provided in order to: (i) reduce total
Revolving Credit Commitments from $270,000,000 to $250,000,000; and (ii) to
terminate and permanently prepay the Term Loan Notes.
D. Terms not defined herein shall have the meanings ascribed to such terms
in the Credit Agreement.
E. Attached hereto as collective Exhibit A are the requisite consents of
the Required Lenders, consenting to this Amendment and to the Administrative
Agent's execution and delivery of this Amendment on behalf of Lenders.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
Section 1. The Administrative Agent, on behalf of the Lenders, acknowledges
payment and termination of the Term Loan Notes and the Term Loan Commitments.
Section 2. Pursuant to Section 7.3(d) of the Credit Agreement, the
Revolving Credit Commitments have previously been permanently reduced from
$340,000,000 to $270,000,000. The Credit Agreement is amended as follows:
(a) The Revolving Credit Commitments are decreased as of the date
of this Amendment from $270,000,000 to $250,000,000. The amount of the
Revolving Credit Commitments and the Applicable Commitment Percentages are
amended as follows:
SunTrust Bank
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Revolving Credit Commitment $66,025,000
Applicable Commitment Percentag 26.41%
Wachovia Bank, N.A.
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Revolving Credit Commitment $51,475,000
Applicable Commitment Percentage 20.59%
Fleet National Bank
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(assignee of Bank One, NA)
Revolving Credit Commitment $25,900,000
Applicable Commitment Percentage 10.36%
First Union National Bank
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Revolving Credit Commitment $36,775,000
Applicable Commitment Percentage 14.71%
Union Planters Bank, National Association
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Revolving Credit Commitment $19,425,000
Applicable Commitment Percentage 7.77%
Firstar Bank, N.A.
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(as successor to Mercantile
Bank, National Association)
Revolving Credit Commitment $ 9,450,000
Applicable Commitment Percentage 3.78%
AmSouth Bank
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Revolving Credit Commitment $22,050,000
Applicable Commitment Percentage 8.82%
Hibernia National Bank
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Revolving Credit Commitment $ 9,450,000
Applicable Commitment Percentage 3.78%
Fifth-Third Bank
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Revolving Credit Commitment $ 9,450,000
Applicable Commitment Percentage 3.78%
(b) Borrower shall execute an Amended and Restated Revolving
Credit Note to each of the Lenders listed in subsection (a) of this
Section, in the forms as set forth in collective Exhibit B.
Section 3. In the calculation and determination of the Interest Coverage
Ratio as set forth in Section 7.1(iii) of the Credit Agreement, the $10,428,000
write-down relating to exiting its Xxxxxxx Xxxxxxxx'x business will not be
included.
Section 4. In consideration for the consents by the Required Lenders to
this Amendment, the Borrower shall pay, concurrently with Administrative Agent's
execution hereof, an amendment fee equal to five one hundreths of one percent of
the Total Commitments (as amended by this Amendment), payable to the Lenders
which consent to this Amendment prior to its execution. Such fee shall be paid
to the Administrative Agent for payment to such consenting Lenders on a pro rata
basis.
Section 5. All other documents executed and delivered in connection with
the Credit Agreement are hereby amended to the extent necessary to conform to
this Amendment. Except as specifically amended herein, the Credit Agreement
shall remain unamended and in full force and effect.
Section 6. Borrower represents and warrants that the execution and terms of
this Amendment have been duly authorized by all necessary corporate action.
Section 7. This Amendment shall be governed by and construed in accordance
with the laws of the State of Tennessee.
Section 8. This Amendment may be executed in one or more counterparts, all
of which shall, taken together, constitute one original. The parties agree that
facsimile signatures shall be deemed to be and treated as original signatures of
such parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Fourth
Amendment to Credit Agreement as of the day and date first set forth above.
CBRL GROUP, INC.
By:/s/Xxxxxxxx X. Xxxxx
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Title: Senior Vice President and CFO
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SUNTRUST BANK, as
Administrative Agent for the Lenders
By:/s/Xxx Xxxxxxx
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Title: Assistant Vice President
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