SECOND SUPPLEMENT TO INDENTURE
THIS SECOND SUPPLEMENT TO INDENTURE, is dated as of July 30, 2004 (the
"Supplement"), by and among CBRL Group, Inc., a Tennessee corporation (the
"Company"), CBOCS Merger, Inc., a Tennessee corporation ("CBOCS Merger"), CBOCS
Supply, Inc., a Tennessee corporation ("CBOCS Supply"), 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 a
thereto, and the Trustee executed that certain Indenture dated as of April 3,
2002, as supplemented by that certain First Supplement to Indenture dated as of
June 19, 2002 (as so supplemented, 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 No/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, Cracker Barrel Old Country Store, 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, Cracker Barrel Old Country Store, Inc. formed CBOCS Supply, Inc.,
a "domestic Subsidiary" (as defined in the Indenture), on July 23, 2004; and
WHEREAS, CBOCS West, Inc., a Nevada 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, CBOCS West, Inc. formed CBOCS Merger, Inc., a "domestic
Subsidiary" (as defined in the Indenture), on July 26, 2004; 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, CBOCS Supply and CBOCS Merger must each 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, CBOCS Supply, CBOCS
Merger and the Trustee, the legal, valid and binding agreement of the Company,
CBOCS Supply and CBOCS Merger 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. CBOCS Supply and CBOCS Merger do each 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 CBOCS Supply and CBOCS Merger
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, CBOCS
Supply and CBOCS Merger.
Section 3. Effectiveness of Supplement. This Supplement shall become
effective immediately upon the execution hereof by the Company, CBOCS Supply,
CBOCS Merger 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.
CBOCS SUPPLY, INC.
ATTEST:
/s/J.F. Blackstock By:/s/Patrick A. Scruggs
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Name: J.F. Blackstock Name: Patrick A. Scruggs
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Title: General Counsel Title: Treasurer
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CBOCS MERGER, INC.
ATTEST:
/s/J. F. Blackstock By:Patrick A. Scruggs
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Name: J.F. Blackstock Name:Patrick A. Scruggs
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Title: General Counsel Title:Treasurer
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WACHOVIA BANK, NATIONAL
ASSOCIATION, AS TRUSTEE
ATTEST:
/s/Myra B. Staggs By:/s/Caroline R. Oakes
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Name: Myra Staggs Name: Caroline R. Oakes
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Title: Assistant Vice President Title: Vice President
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CBRL GROUP, INC.
ATTEST:
/s/ J. F. Blackstock By:/s/Patrick A. Scruggs
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Name: J. F. Blackstock Name: Patrick A. Scruggs
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Title: Sr. VP General Counsel Title: VP Accounting and Tax
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