AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Exhibit
(b)(2)
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.
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]
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
WACHOVIA
BANK, NATIONAL ASSOCIATION, as
Agent
and
Lender
By /s/
Xxxxx X. Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
Managing Director
The
CIT
Group/Equipment Financing, Inc.
By /s/______________________
Title:
Managing Director
Bank
of
America, N.A., as Lender
By /s/
Xxxxxx Maragos___________
Name:
Xxxxxx Xxxxxxx
Title:
Vice President
Fortis
Capital
Lender
By
_____/s/
Xxxxxxx Strab__________
Name:
Xxxxxxx Xxxxx
Title:
Managing Director
Fortis
Capital
Lender
By
_____/s/
Xxxxxx X. Jaffe________
Name:
Xxxxxx X. Xxxxx
Title:
Vice President
ERSTE
BANK DER OESTERREICHISCHEN
SPARKASSEN
AG
By
_____/s/______________________
Title:
Director
By
_____/s/______________________
Title:
Director
SunTrust
Bank
By
_____/s/
Xxxx-Xxxx-Xxxxx _________
Xxxx-Xxxx-Xxxxx,
Director
Regions
Bank
By
_____/s/
___________
Title:
Senior Vice President
Fifth
Third Bank
By
_____/s/
Xxxx X. Xxxxx _________
Xxxx
X.
Xxxxx
Title:
Vice President
AIB
Debt
Management Limited
By
_____/s/
Xxxxxx Augustini_______
Name:
Xxxxxx Xxxxxxxxx
Title:
Sr. Vice President
By
_____/s/
Roisin O’Connell_______
Name:
Xxxxxx X’Xxxxxxx
Title:
Vice President
Keystone
Nazareth Bank & Trust Company
By
_____/s/
Xxxxx X. Detwiler______
Name:
Xxxxx X. Xxxxxxxx
Title:
Senior Vice President
XXXXXXX
XXXXX BANK, FSB
By
_____/s/
Xxxxxx X. Hahn_______
Title:
Xxxxxx X. Xxxx, Vice President
AgFirst
Farm Credit Bank
By
_____/s/
J.
Michael Mancini_____
Name:
J.
Xxxxxxx Xxxxxxx
Title:
Vice President
GENERAL
ELECTRIC CAPITAL CORPORATION
By
_____/s/
Xxxxxx X. Van Heyst____
Title:
Duly Authorized Signatory
MIZUHO
CORPORATE BANK, LTD.
By
_____/s/
___________
Title:
Senior Vice President
FCS
FINANCIAL, PCA, FORMERLY KNOWN AS
FARM
CREDIT SERVICES OF MISSOURI, PCA, as
lender
By
_____/s/
Xxxxx Xxxxxx _______
Name:
Xxxxx Xxxxxx
Title:
Senior Vice President, Credit Services
Greenstone
Farm Credit Services, ACA/FLCA
By
_____/s/
_________________
Title:
Vice President/Managing Director
First
Tennessee Bank, N.A.
By
_____/s/
Xxx Xxxxxxx _______
Name:
Xxx
Xxxxxxx
Title:
Vice President
1st
Farm
Credit Services, PCA
By
_____/s/
Xxxx X. Richardson_____
Name:
Xxxx X. Xxxxxxxxxx
Title:
VP, Illinois Capital Markets Group
KeyBank
National Association
By
_____/s/
______________
Title:
Senior Vice President
Denali
Capital LLC, managing member of DC Funding
Partners
LLC, portfolio manager for DENALI CAPITAL
CLO
V,
LTD., or an affiliate
By
_____/s/
Xxxx Xxx Xxxxxx _______
Name:
Xxxx Xxx Xxxxxx
Title:
Vice President
Denali
Capital LLC, managing member of DC Funding
Partners
LLC, portfolio manager for DENALI CAPITAL
CLO
VI,
LTD., or an affiliate
By
_____/s/
Xxxx Xxx Xxxxxx _______
Name:
Xxxx Xxx Xxxxxx
Title:
Vice President
CANADIAN IMPERIAL
BANK OF COMMERCE
By
_____/s/
Xxxx X’Xxxx _______
Name:
Xxxx X’Xxxx
Title:
Authorized Signatory
Cooperative
Centrale Raiffeisen-Boerenleenbank, B.A.
“Rabobank
Nederland”, New York Branch
By
_____/s/
Xxxxxx Xxxxxxxx-Herrera______________
Title:
Xxxxxx Xxxxxxxx-Xxxxxxx - Executive Director
By
_____/s/
Xxxxx Xxxxxxx _______
Title:
Xxxxx Xxxxxxx - Executive Director
Badgerland
Farm Credit Services, FLCA, as Lender
By
_____/s/
Xxxxxxx X. Xxx _____
Xxxxxxx
X.Xxx
Agribusiness
Finance Officer
Humboldt
Xxxxx Segregated Portfolio
By:
Tall
Tree Investment Management, LLC,
as
Collateral Manager
By
_____/s/
Xxxxxxx X. Xxxxxxxx Xx._____
Title:
Xxxxxxx X. Xxxxxxxx Xx.
Officer
Grant
Grove CLO, Ltd.
By:
Tall
Tree Investment Management, LLC,
as
Collateral Manager
By
_____/s/
Xxxxxxx X. Xxxxxxxx Xx._____
Title:
Xxxxxxx X. Xxxxxxxx Xx.
Officer
Founders
Grove CLO, Ltd.
By:
Tall
Tree Investment Management, LLC,
as
Collateral Manager
By
_____/s/
Xxxxxxx X. Xxxxxxxx Xx._____
Title:
Xxxxxxx X. Xxxxxxxx Xx.
Officer
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/
X.X. Xxxxxxx Shoaf_________
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
CBOCS
DISTRIBUTION, INC.
By__/s/
X.X. Xxxxxxx Shoaf_________
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
CBOCS
PARTNER I, LLC
By__/s/
Xxxxxxx Xxxxxxx _________
Name:
Xxxxxxx Xxxxxxx
Title:
Secretary
CBOCS
PARTNER II, LLC
By__/s/
Xxxxxx Xxxxxx _________
Name:
Xxxxxx Xxxxxx
Title:
President
CBOCS
PENNSYLVANIA, LLC
By__/s/
X.X. Xxxxxxx Shoaf_________
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 Xxxxxxx _________
Name:
Xxxxxxx Xxxxxxx
Title:
Secretary
CBOCS
TEXAS LIMITED PARTNERSHIP
By:
CBOCS
Partner I, LLC, its general partner
By__/s/
Xxxxxxx Xxxxxxx _________
Name:
Xxxxxxx Xxxxxxx
Title:
Secretary
CBOCS
WEST, INC.
By__/s/
X.X. Xxxxxxx Shoaf_________
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
CRACKER
BARREL OLD COUNTRY
STORE,
INC.
By__/s/
X.X. Xxxxxxx Shoaf_________
Name:
N.B. Xxxxxxx Xxxxx
Title:
Assistant Secretary
ROCKING
CHAIR, INC.
By__/s/
Xxxxx Xxxxxx _________
Name:
Xxxxx Xxxxxx
Title:
President
GUN
BARREL ROAD XXXXX’X, INC.
By__/s/
X.X. Xxxxxxx Shoaf_________
Name:
N.B. Xxxxxxx Xxxxx
Title:
Secretary
