Exhibit 10(b)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is
dated this the 29th day of July, 1999 by and between CBRL GROUP,
INC., a Tennessee corporation ("Borrower") and SUNTRUST BANK,
NASHVILLE, N.A., a national banking association as agent (the
"Administrative Agent") for the Lenders, as described and defined
below.
RECITALS:
A. Borrower, Administrative Agent and the Lenders are parties to a
Credit Agreement dated as of February 16, 1999 (as amended or
restated from time to time, the "Credit Agreement").
B. SunTrust Bank, Nashville, N.A., Fifth-Third Bank, Hibernia
National Bank, First Union National Bank, First American National
Bank, Mercantile Bank National Association, The First National
Bank of Chicago, 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.
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. Section 1.1 of the Credit Agreement concerning
"Definitions; Construction" is amended as follows:
The definition of "Applicable Margin" is deleted and the following
is substituted in lieu thereof:
"Applicable Margin" shall mean the number of basis points per
annum determined in accordance with the table set forth below
based upon Borrower's Ratio of Total Funded Debt to Consolidated
EBITDAR:
RATIO OF TOTAL FUNDED DEBT TO CONSOLIDATED EBITDAR
TIER ONE TIER TWO TIER THREE TIER FOUR TIER FIVE TIER SIX
less than greater than greater than greater than greater than greater than
or equal to 0.625 but 1.00 but less 1.50 but less 1.75 but less 2.00
0.625 less than or than or equal than or equal than or equal
equal to 1.00 to 1.50 to 1.75 to 2.00
62.5 Basis 75.0 basis 100 basis 125 basis 150 basis 175 basis
points per points per points per points per points per points per
annum annum annum annum annum annum
provided, however, that:
(a) The Applicable Margin in effect as of the date of execution
and delivery of this Amendment shall be the number of basis points
under the heading "Tier Four" as described in the table above and
shall remain in effect until November 1, 1999 and at such time the
Applicable Margin shall then be the number of basis points under
the heading "Tier Five" until such time as the Applicable Margin
may be adjusted as hereinafter provided; and
(b) So long as no Default or Event of Default has occurred and is
continuing under this Agreement, adjustments, if any, to the
Applicable Margin based on changes in the ratio set forth above
shall be made and become effective on the Effective Date set forth
in Section 3.6. herein.
The definition of "Commitment Fee Percentage" is deleted and the
following is substituted in lieu thereof:
"Commitment Fee Percentage" shall mean the number of basis points
per annum determined in accordance with the table set forth below
based upon Borrower's Ratio of Total Funded Debt to Consolidated
EBITDAR:
RATIO OF TOTAL FUNDED DEBT TO CONSOLIDATED EBITDAR
TIER ONE TIER TWO TIER THREE TIER FOUR TIER FIVE TIER SIX
less than greater than greater than greater than greater than greater than
or equal to 0.625 but 1.00 but less 1.50 but less 1.75 but less 2.00
0.625 less than or than or equal than or equal than or equal
equal to 1.00 to 1.50 to 1.75 to 2.00
12.5 Basis 15.0 basis 20 basis 25 basis 37.5 basis 37.5 basis
points per points per points per points per points per points per
annum annum annum annum annum annum
provided, however, that:
(a) The Commitment Fee Percentage in effect as of the date of
execution and delivery of this Amendment shall be the number of
basis points under the heading "Tier Four" as described in the
table above and shall remain in effect until November 1, 1999 and
at such time the Commitment Fee Percentage shall be the number of
basis points under the heading "Tier Five" until such time as the
Commitment Fee Percentage may be adjusted as hereinafter provided;
and
(b) So long as no Default or Event of Default has occurred and is
continuing under this Agreement, adjustments, if any, to the
Commitment Fee Percentage based on changes in the ratio set forth
above shall be made and become effective on the Effective Date set
forth in Section 3.6. herein.
Definitions for "Consolidated EBITDAR," "Consolidated EBITR" and
"Consolidated Rent Expense" are added as follows:
"Consolidated EBITDAR" shall mean, as measured on a consolidated
basis over a rolling four fiscal quarter period, the sum of
(i) Consolidated Net Income (Loss), plus (ii) consolidated income
taxes, plus (iii) Consolidated Interest Expense plus
(iv) consolidated depreciation and amortization expense, plus (v)
Consolidated Rent Expense
"Consolidated EBITR" shall mean, as measured on a consolidated
basis over a rolling four fiscal quarter period, the sum of
(i) Consolidated Net Income (Loss), plus (ii) consolidated income
taxes, plus (iii) Consolidated Interest Expense, plus Consolidated
Rent Expense.
"Consolidated Rent Expense" shall mean, for any fiscal period of
Borrower, total rental expenses attributable to Operating Leases
of the Consolidated Companies on a consolidated basis.
The definition of "Interest Coverage Ratio" is deleted and the
following is substituted in lieu thereof.
"Interest Coverage Ratio" shall mean, at any date of calculation,
the ratio of Consolidated EBITR to Consolidated Interest Expense
plus Consolidated Rent Expense.
The definition of Letter of Credit Fee Percentage is deleted and
the following is substituted in lieu thereof:
"Letter of Credit Fee Percentage" shall mean the number of basis
points per annum determined in accordance with the table set forth
below based upon Borrower's Ratio of Total Funded Debt to
Consolidated EBITDAR:
RATIO OF TOTAL FUNDED DEBT TO CONSOLIDATED EBITDAR
TIER ONE TIER TWO TIER THREE TIER FOUR TIER FIVE TIER SIX
less than greater than greater than greater than greater than greater than
or equal to 0.625 but 1.00 but less 1.50 but less 1.75 but less 2.00
0.625 less than or than or equal than or equal than or equal
equal to 1.00 to 1.50 to 1.75 to 2.00
62.5 Basis 75.0 basis 100 basis 125 basis 150 basis 175 basis
points per points per points per points per points per points per
annum annum annum annum annum annum
(a) The Letter of Credit Fee Percentage in effect as of the date
of execution and delivery of this Amendment shall be the number of
basis points under the heading "Tier Four" as described in the
table above and shall remain in effect until November 1, 1999 and
at such time the Letter of Credit Fee Percentage shall then be the
number of basis points under the heading "Tier Five" until such
time as the Letter of Credit Fee Percentage may be adjusted as
hereinafter provided; and
(b) So long as no Default or Event of Default has occurred and is
continuing under this Agreement, adjustments, if any, to the
Letter of Credit Fee Percentage based on changes in the ratios set
forth above shall be made and become effective on the Effective
Date set forth in Section 3.6. herein.
The definition of "Total Funded Debt to Consolidated EBITDA" is
replaced with the following:
"Total Funded Debt to Consolidated EBITDAR" shall mean that ratio
determined in accordance with Section 7.1.(ii) herein.
Section 2. Section 7.1 of the Credit Agreement Concerning
"Financial Requirements" is amended by deleting Section 7.1(ii)
and the following is substituted in lieu thereof:
(i) Total Funded Debt to Consolidated EBITDAR. Permit, as of the
last day of any fiscal quarter, the ratio of Total Funded Debt to
Consolidated EBITDAR to be greater than 2.5 to 1.0, as calculated
for the most recently concluded quarter and including the
immediately three (3) preceding fiscal quarters.
Section 3. In consideration for the Lenders' consent to this
Amendment, the Borrower shall pay, concurrently with
Administrative Agent's execution hereof, a fee equal to one tenth
of one percent of the Total Commitments. Such fee shall be paid
to the Administrative Agent for payment to the Lenders in
accordance with their Applicable Commitment Percentage.
Section 4. 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 5. Borrower represents and warrants that the execution and
terms of this Amendment have been duly authorized by all necessary
corporate action.
Section 6. This Amendment shall be governed by and construed in
accordance with the laws of the State of Tennessee.
Section 7. 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
First Amendment to Credit Agreement as of the day and date first
set forth above.
CBRL GROUP, INC.
By: /s/Xxxxxxx X. Xxxxxxxxx
Title: /s/Executive Vice President and COO
SUNTRUST BANK, NASHVILLE, N.A., as
Administrative Agent for the Lenders
By: /s/Xxxxx X. Xxxxxx
Title: /s/ Managing Director
