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Exhibit 99.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT, dated February 8, 1999 (this "Amendment"), is an
Amendment to the Agreement and Plan of Merger, dated as of December 10, 1998
(the "Agreement"), by and among Xxxxx'x Roadhouse, Inc., a Tennessee corporation
(the "Company"), CBRL Group, Inc., a Tennessee corporation ("CBRL"), Cracker
Barrel Old Country Store, Inc., a Tennessee corporation ("Cracker Barrel") and
LRI Merger Corporation, a Tennessee corporation ("LRI").
WHEREAS, the parties have entered into the Agreement;
WHEREAS, the Company is a party to a certain Memorandum of
Understanding, dated February 8, 1999 (the "Memorandum"), relating to
that certain action entitled Xxxxxxx Xxxxxx vs. Xxxxx'x Roadhouse,
Inc., et al. (Davidson County Chancery Court No. 99-90-III) (the
"Action"), by and among counsel for the Company and its directors,
counsel for SunTrust Equitable Securities Corporation and counsel for
the plaintiffs to the Action;
WHEREAS, pursuant to the terms of the Memorandum, the Company must,
inter alia, issue a press release on the date hereof over a nationwide
news wire service announcing that the Merger Agreement has been amended
to reduce the termination fee from $5.5 million to $1.5 million and
that the Closing Date will be set for February 16, 1999;
NOW THEREFORE, in consideration of the provisions hereof and for other
good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Section 10.2 of the Agreement is hereby deleted in its entirety and
in its place insert the following:
Closing. The Closing of this transaction shall be held at the offices
of Baker, Donelson, Bearman & Xxxxxxxx, Nashville City Center, 000 Xxxxx Xxxxxx,
Xxx 0000, Xxxxxxxxx, Xxxxxxxxx 00000, on February 16, 1999 or at such other time
and place as the parties hereto may agree.
2. Section 7.7 of the Agreement, fourth sentence, is hereby deleted in
its entirety and in its place insert the following:
If the Company shall exercise its right to terminate this Agreement pursuant to
Section 9.1(e) and within one year after the date of such termination the
Company executes a definitive agreement with respect to an Alternative
Transaction (as herein after defined), then, upon such execution, the Company
shall pay CBRL a fee in the amount of $1,500,000 in immediately available funds.
3. Defined terms. Capitalized terms used in this Amendment but not
defined herein shall have their meanings assigned to them in the Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
XXXXX'X ROADHOUSE, INC.
By: /s/ Xxxxx XxXxxxxx
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Chief Financial Officer
CBRL GROUP, INC.
By: /s/ Xxx Xxxxxxxxxx
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Vice President
CRACKER BARREL OLD COUNTRY
STORE, INC.
By: /s/ Xxx Xxxxxxxxxx
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Vice President
LRI MERGER CORPORATION
By: /s/ Xxx Xxxxxxxxxx
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Secretary
