FOURTH SUPPLEMENT TO INDENTURE
THIS FOURTH SUPPLEMENT TO INDENTURE dated as of the 28th day of January,
2005 (the "Supplemental Indenture") is an amendment to that certain Indenture
dated as of April 3, 2002 among CBRL GROUP, INC. and THE SUBSIDIARY GUARANTORS
PARTIES THERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee (as it may
have been previously amended, supplemented or amended and restated prior to the
date hereof, the "Existing Indenture). Capitalized terms not otherwise defined
in this Supplemental Indenture have the same meanings as specified in the
Existing Indenture.
W I T N E S S E T H:
WHEREAS, the Company wishes to formally forego its ability to pay the
Purchase Price of the Securities in shares of Common Stock in the event of a
repurchase of the Securities pursuant to Section 3.08 of the Existing Indenture;
and
WHEREAS, in order to forego that right, the Company has requested that the
Trustee enter into this Supplemental Indenture and amend the Existing Indenture
as set forth herein; and
WHEREAS, the amendments set forth in this Supplemental Indenture do not
adversely affect the rights of any Holders and, accordingly, may be made without
the consent of any Security Holder pursuant to Section 9.01(6) of the Existing
Indenture;
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Amendments to Existing Indenture.
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Section 1.1. Section 1.02 of the Existing Indenture is hereby amended by
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changing the reference to "3.08(d)" for the definition of "Exchange Act" to
"3.09(a)," deleting the reference to "Market Price" and changing the reference
to "3.08(d)" for the definition of "Securities Act" to "2.01(b)".
Section 1.2. Section 2.01(b) of the Existing Indenture is hereby amended by
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deleting the reference to "Securities Act" in the fifth line of that section and
replacing it with "Securities Act of 1933, as amended (the "Securities Act")".
Section 1.3. Section 2.04 of the Existing Indenture is hereby amended by
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deleting the reference to "and Securities" in the heading of that section, by
deleting the two references to "or Common Stock" in that section and the five
references to "and Common Stock" in that section.
Section 1.4. Section 3.08 of the Existing Indenture is hereby amended as
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follows:
(a) by adding the word "and" at the end of sub-section (a)(1)(B)
thereof;
(b) by changing the ";" to a "." and deleting the word "and" at the end
of sub-section (a)(1)(C) thereof;
(c) by deleting sub-section (a)(1)(D);
(d) by deleting the second paragraph in sub-section (a)(2);
(e) by deleting the present sub-section (b) and replacing it with the
following;
"(b) Manner of Payment of Purchase Price. The Securities to be
purchased pursuant to Section 3.08(a) shall be paid for in U.S.
legal tender ("cash"), subject to the conditions set forth in
Section 3.08(c). At least three Business Days before the Company
Notice Date, the Company shall deliver an Officers' Certificate
specifying:
(i) the information required by Section 3.08(e), and
(ii) whether the Company desires the Trustee to give the
Company Notice required by Section 3.08(e).";
(f) by deleting the phrase "at the option of the Company," from the
first sentence of sub-section (c), by changing the word "may" to
"shall" in the first sentence of sub-section (c), by deleting the
phrase "If the Company elects to purchase Securities with cash,"
from the second sentence of sub-section (c) and by changing "the"
now at the beginning of the second sentence of the revised second
sentence of sub-section (c) to "The";
(g) by deleting sub-section (d) in its entirety and replacing it with
"INTENTIONALLY OMITTED";
(h) by changing the heading of subsection (e) to "Notice of Purchase",
by deleting the phrases "of election", "with cash or Common Stock
or any combination thereof" and "or (d)' where they appear in the
first sentence of the first paragraph thereof, and by deleting the
phrase "shall state the manner of payment elected and" in the
second sentence of the first paragraph thereof;
(i) by deleting the second paragraph, numbered paragraphs (1), (2) and
(3) and the lead in paragraph immediately below such numbered
paragraphs in sub-section (e) thereof;
(j) by deleting the last unnumbered paragraph of sub-section (e)
thereof; and
(k) by deleting sub-sections (g) and (h) in their entirety and
replacing each of them with "INTENTIONALLY OMITTED".
Section 1.5. Section 3.09(a) (ii) of the Existing Indenture is hereby
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amended by deleting the reference to "Exchange Act" in the second line of that
section and replacing it with "Securities Exchange Act of 1934, as amended (the
"Exchange Act")".
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Section 1.6. Section 3.10 of the Existing Indenture is hereby amended as
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follows:
(a) by deleting the phrase "and/or securities" where it appears in the
second sentence thereof;
(b) by changing the word "may" to "shall" in the first sentence of the
third full paragraph of that section, by inserting a "." after the
word "paragraph" in the second line thereof, and by deleting the
remainder of that paragraph; and
(c) by deleting the parenthetical appearing in lines one through three
of the fourth full paragraph of that section.
Section 1.7. Section 3.11 of the Existing Indenture is hereby amended by
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deleting the phrase "or Common Stock, if permitted hereunder," where it appears
in that section.
Section 1.8. Section 3.14 of the Existing Indenture is hereby amended by
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deleting the two references to "or shares of Common Stock" in that section, the
one reference to "or dividends" in that section and by changing the word
"remain" to "remains" where it appears in the second line of that section.
Section 1.9. Section 4.01 of the Existing Indenture is hereby amended by
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deleting the phrase "or securities, if permitted hereunder," where it appears in
that section.
Section 1.10. Section 8.01 of the Existing Indenture is hereby amended by
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deleting the phrase "or, if expressly permitted by the terms of the Securities
or the Indenture, Common Stock" where it appears in that section.
Section 1.11. Section 8.02 of the Existing Indenture is hereby amended by
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deleting the phrase "or securities" each of the three times it appears in that
section.
Section 1.12. Section 14.02 of the Existing Indenture is hereby amended by
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deleting the information concerning where copies of notices to the Company (but
not the actual notice to the Company) and replacing it with the following:
Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
Commerce Center, Suite 1000
211 Commerce Street
Nashville, Tennessee, 37201
Telephone No. (615) 726-5763
Facsimile No. (615) 744-5763
Attention: Gary M. Brown
Section 1.13. Section 14.08 of the Existing Indenture is hereby amended by
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deleting the words "Market Price," where it appears in that section.
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SECTION 2. Conditions of Effectiveness
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This Supplemental Indenture and the amendments to the Existing Indenture
set forth in Section 1 above shall become effective as of the date set forth
above (the "Supplemental Indenture Effective Date") when each of the following
conditions precedent shall have been satisfied:
(a) Counterparts of this Supplemental Indenture shall have been duly
executed by the Trustee and the Company.
(b) The Trustee shall have received on or before the Supplemental Indenture
Effective Date the following, each dated such date (unless otherwise specified),
in form and substance satisfactory to the Trustee:
(i) An Officers' Certificate as specified by Sections 14.04 and 14.05
of the Existing Indenture.
(ii) An Opinion of Counsel as specified by Sections 14.04 and 14.05 of
the Existing Indenture.
SECTION 3. Reference to and Effect on the Existing Indenture and the
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Securities.
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(a) On and after the effectiveness of this Supplemental Indenture, each
reference in the Existing Indenture to "this Indenture", "hereunder", "hereof"
or words of like import referring to the Existing Indenture, and each reference
in the Securities to "the Indenture", "thereunder", "thereof" or words of like
import referring to the Existing Indenture, shall mean and be a reference to the
Existing Indenture, as amended by this Supplemental Indenture.
(b) The Existing Indenture and the Securities, as specifically amended by
this Supplemental Indenture, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Supplemental
Indenture shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Holder or the trustee under the Existing
Indenture or the Securities, nor constitute a waiver of any provision of the
Existing Indenture or the Securities.
SECTION 4. Execution in Counterparts
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This Supplemental Indenture 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 Supplemental Indenture by telecopier shall be
effective as delivery of a manually executed counterpart of this Supplemental
Indenture.
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SECTION 5. Governing Law
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This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
CBRL GROUP, INC.
ATTEST:
/s/ James F. Blackstock By: /s/ M.A. Woodhouse
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Name: James F. Blackstock Name: M.A. Woodhouse
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Title: Secretary Title: President and CEO
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WACHOVIA BANK, NATIONAL
ASSOCIATION, AS TRUSTEE
ATTEST:
/s/ Laura Bass By: /s/ Myra B. Staggs
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Name: Laura Bass Name: Myra B. Staggs
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Title: Assistant Vice President Title: Assistant Vice President
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