EXHIBIT 4.5
FIRST SUPPLEMENT TO INDENTURE
THIS FIRST SUPPLEMENT TO INDENTURE, is dated as of June 19, 2002 (the
"Supplement"), by and among CBRL Group, Inc., a Tennessee corporation (the
"Company"), LRI Gift Card Management Co., a Colorado corporation ("LRI Gift Card
Management"), and Wachovia Bank, National Association, as trustee (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors (as defined therein) which are
party thereto, and the Trustee executed that certain Indenture dated as of April
3, 2002 (the "Indenture"), providing for the issuance of certain Liquid Yield
Option(TM) Notes due 2032 (Zero Coupon-Senior) in the principal amount at
maturity of up to Four Hundred Twenty-Two Million Fifty Thousand and 00/100
Dollars ($422,050,000) (the "Securities"), all of which currently are issued and
outstanding; and
WHEREAS, the Securities are fully guaranteed, on an unsecured senior
basis, as to the payment of principal and interest by the Guarantors (as defined
in the Indenture); and
WHEREAS, Logan's Roadhouse, Inc., a Tennessee corporation and a
Subsidiary (as defined in the Indenture) of the Company, is a Guarantor (as
defined in the Indenture) under the Indenture; and
WHEREAS, Logan's Roadhouse, Inc. formed LRI Gift Card Management, a
"domestic Subsidiary" (as defined in the Indenture), on June 6, 2002; and
WHEREAS, Section 13.03 of the Indenture provides that any "domestic
Subsidiary" (as defined in the Indenture) formed by a Subsidiary (as defined in
the Indenture) of the Company must execute and deliver to the Trustee a
supplement to the Indenture pursuant to which such "domestic Subsidiary" (as
defined in the Indenture) shall guarantee all of the obligations on the
Securities; and
WHEREAS, because LRI Gift Card Management must become a Guarantor (as
defined in the Indenture) of the Securities in compliance with Section 13.03 of
the Indenture, this Supplement is required by the terms of the Indenture; and
WHEREAS, all acts and proceedings necessary have been done to make this
Supplement, when executed and delivered by the Company, LRI Gift Card Management
and the Trustee, the legal, valid and binding agreement of the Company and LRI
Gift Card Management in accordance with its terms;
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
Section 1. Confirmation of the Indenture; Definitions. Except as
amended and supplemented hereby, the Indenture is hereby confirmed and
reaffirmed in all respects. Capitalized defined terms not otherwise defined
herein shall have the meanings ascribed to them in the Indenture.
Section 2. Guarantee. LRI Gift Card Management does hereby guarantee
all of the obligations on the Securities, whether for principal, interest
(including contingent interest, and interest accruing after the filing of, or
which would have accrued but for the filing of, a petition by or against the
Company under Bankruptcy Law, whether or not such interest is allowed as a claim
after such filing in any proceeding under such law), if any and other amounts
due in connection therewith (including any fees, expenses and indemnities), on a
senior unsecured basis on the terms and subject to the limitations set forth in
the
Indenture as if it were an original party thereto. On and after the date hereof,
the obligations of LRI Gift Card Management and the other Guarantors under the
Indenture under their respective Guarantees shall be joint and several, and each
reference in the Indenture to "Guarantor" shall be deemed to refer to all
Guarantors, including, without limitation, LRI Gift Card Management.
Section 3. Effectiveness of Supplement. This Supplement shall become
effective immediately upon the execution hereof by the Company, LRI Gift Card
Management and the Trustee.
Section 4. Counterparts. This Supplement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
Section 5. Governing Law. This Supplement shall be governed by and
construed in accordance with the internal laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed, all as of the date first above written.
LRI GIFT CARD MANAGEMENT CO.
ATTEST:
/S/ By: /S/
- ------------------------------------------ --------------------------
Name: Mary Sample Name: Peter Kehayes
Title: Chief Financial Officer, Treasurer Title: President
and Secretary
WACHOVIA BANK, NATIONAL
ASSOCIATION, AS TRUSTEE
ATTEST:
/S/ By: /S/
- ------------------------------------------ ---------------------------
Name: Greta Wright Name: Susan K. Baker
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Title: Vice President Title: Vice President
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CBRL GROUP, INC.
ATTEST:
/s/ By: /s/
- ------------------------------------ -----------------------------
Name: Michael A. Woodhouse Name: James F. Blackstock
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Title: President and CEO Title: Senior Vice President
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