EX-99.B2 3 cbrlgrouptoia050107ex99b2.htm CBRL GROUP, INC. SCHEDULE TO-I/A 05/01/07 EXHIBIT 99.B2 CBRL Group, Inc. Schedule TO-I/A 05/01/07 Exhibit 99.B2
Exhibit (b)(2)
 
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
 
 
Dated as of April 24, 2007
 
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among CBRL GROUP, INC., a Tennessee corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Agent”) for the Lenders.
 
PRELIMINARY STATEMENTS:
 
(1) The Borrower, the Guarantors, the Lenders and the Agent have entered into a Credit Agreement dated as of April 27, 2006 (the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
 
(2) The Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement.
 
(3) The Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrower and the Borrower and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
 
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
 
SECTION 1.  Amendment to Credit Agreement. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, Article V of the Credit Agreement is hereby amended by (a) amending and restating Section 5.02(g)(iv), such Section to read in full as follows:
 
“ (iv) the Borrower may repurchase, acquire or redeem the Convertible Notes and/or any notes exchanged (“New Notes”) for such Convertible Notes (and/or any common stock into which such Convertible Notes or New Notes are converted) with the proceeds of the Term B-2 Facility and/or cash on hand;”
 
and (b) amending and restating Section 5.02(j)(i)(C), such Section to read in full as follows:
 
“(iv)(C) the conversion of subordinated debt into equity in accordance with its terms and any transaction permitted by Section 5.02(g)(iv);”
 
SECTION 2.  Conditions to Effectiveness. This Amendment shall become effective when, and only when, the Agent shall have received (a) counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment, (b) the consent attached hereto (the “Consent”) executed by each Guarantor and (c) payment in full of all expenses of counsel for the Agent in connection with this Amendment and the Credit Agreement.
 
 
SECTION 3.  Reference to and Effect on the Credit Agreement (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in any of the Loan Documents to “the Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
 
(b)  The Credit Agreement, as specifically modified by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.
 
(c)  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent, nor constitute a waiver of any provision of the Credit Agreement.
 
SECTION 4.  Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
 
SECTION 5.  Execution in Counterparts. This Amendment 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 Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
 
SECTION 6.  Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
 

 
[Remainder of page intentionally left blank]
 
 
 
 
 
 
 
 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
 
CBRL GROUP, INC., as Borrower


By /s/ Lawrence E. White
Name: Lawrence E. White
Title: Senior Vice President-Finance and
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 



WACHOVIA BANK, NATIONAL ASSOCIATION, as
Agent and Lender



By  /s/ Jorge A. Gonzalez
Name: Jorge A. Gonzalez
Title: Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 

 
The CIT Group/Equipment Financing, Inc.



By  /s/______________________
Title: Managing Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

Bank of America, N.A., as Lender



By  /s/ Angelo Maragos___________
Name: Angelo Maragos
Title: Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Fortis Capital
Lender



By  _____/s/ Timothy Strab__________
Name: Timothy Strab
Title: Managing Director

Fortis Capital
Lender



By  _____/s/ Daniel M. Jaffe________
Name: Daniel M. Jaffe
Title: Vice President
 
 
 
 
 
 
 
 
 
 

 
 

 
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG



By  _____/s/______________________
Title: Director

By  _____/s/______________________
Title: Director
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
SunTrust Bank



By  _____/s/ Jean-Paul-Purdy _________
Jean-Paul-Purdy, Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Regions Bank



By  _____/s/ ___________
Title: Senior Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Fifth Third Bank



By  _____/s/ John K. Perez _________
John K. Perez
Title: Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
AIB Debt Management Limited



By  _____/s/ Joseph Augustini_______
Name: Joseph Augustini
Title: Sr. Vice President



By  _____/s/ Roisin O’Connell_______
Name: Roisin O’Connell
Title: Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Keystone Nazareth Bank & Trust Company



By  _____/s/ Edwin C. Detwiler______
Name: Edwin C. Detwiler
Title: Senior Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
RAYMOND JAMES BANK, FSB



By  _____/s/ Andrew D. Hahn_______
Title: Andrew D. Hahn, Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
AgFirst Farm Credit Bank



By  _____/s/ J. Michael Mancini_____
Name: J. Michael Mancini
Title: Vice President

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 

 
GENERAL ELECTRIC CAPITAL CORPORATION



By  _____/s/ Amanda J. Van Heyst____
Title: Duly Authorized Signatory
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 

 
MIZUHO CORPORATE BANK, LTD.



By  _____/s/ ___________
Title: Senior Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

FCS FINANCIAL, PCA, FORMERLY KNOWN AS
FARM CREDIT SERVICES OF MISSOURI, PCA, as
lender



By  _____/s/ Terry Eidson _______
Name: Terry Eidson
Title: Senior Vice President, Credit Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 

Greenstone Farm Credit Services, ACA/FLCA



By  _____/s/ _________________
Title: Vice President/Managing Director

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

First Tennessee Bank, N.A.



By  _____/s/ Ned Spitzer _______
Name: Ned Spitzer
Title: Vice President

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

1st Farm Credit Services, PCA



By  _____/s/ Dale A. Richardson_____
Name: Dale A. Richardson
Title: VP, Illinois Capital Markets Group
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

KeyBank National Association



By  _____/s/ ______________
Title: Senior Vice President

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

Denali Capital LLC, managing member of DC Funding
Partners LLC, portfolio manager for DENALI CAPITAL
CLO V, LTD., or an affiliate



By  _____/s/ Ross Van Drunen _______
Name: Ross Van Drunen
Title: Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

Denali Capital LLC, managing member of DC Funding
Partners LLC, portfolio manager for DENALI CAPITAL
CLO VI, LTD., or an affiliate



By  _____/s/ Ross Van Drunen _______
Name: Ross Van Drunen
Title: Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

CANADIAN IMPERIAL BANK OF COMMERCE



By  _____/s/ John O’Dowd _______
Name: John O’Dowd
Title: Authorized Signatory

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Cooperative Centrale Raiffeisen-Boerenleenbank, B.A.
“Rabobank Nederland”, New York Branch



By  _____/s/ Tamira Treffers-Herrera______________
Title: Tamira Treffers-Herrera - Executive Director



By  _____/s/ Brett Delfino _______
Title: Brett Delfino - Executive Director

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Badgerland Farm Credit Services, FLCA, as Lender



By  _____/s/ Kenneth H. Rue _____
Kenneth H.Rue

Agribusiness Finance Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
Humboldt Woods Segregated Portfolio
By: Tall Tree Investment Management, LLC,
as Collateral Manager



By  _____/s/ Michael J. Starshak Jr._____
Title: Michael J. Starshak Jr.
Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Grant Grove CLO, Ltd.
By: Tall Tree Investment Management, LLC,
as Collateral Manager



By  _____/s/ Michael J. Starshak Jr._____
Title: Michael J. Starshak Jr.
Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Founders Grove CLO, Ltd.
By: Tall Tree Investment Management, LLC,
as Collateral Manager



By  _____/s/ Michael J. Starshak Jr._____
Title: Michael J. Starshak Jr.
Officer


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 
CONSENT
 
Dated as of April 24, 2007
 

 
Each of the undersigned, in connection with each of the Collateral Documents and the Guaranty referred to in the Credit Agreement dated as of April 27, 2006 (the “Credit Agreement”) among CBRL GROUP, INC., the Guarantors named therein, the Lenders and agents named therein, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent, hereby consents to the foregoing Amendment No. 1 to the Credit Agreement (the “Amendment”) and hereby confirms and agrees that notwithstanding the effectiveness of such Amendment, (a) the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by the Amendment and (b) the Collateral Documents and all of the Collateral described therein do, and shall continue to, secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.
 

CB MUSIC, LLC


By__/s/ N.B. Forrest Shoaf_________
Name: N.B. Forrest Shoaf
Title: Assistant Secretary

CBOCS DISTRIBUTION, INC.


By__/s/ N.B. Forrest Shoaf_________
Name: N.B. Forrest Shoaf
Title: Assistant Secretary

CBOCS PARTNER I, LLC


By__/s/ Michael Zylstra _________
Name: Michael Zylstra
Title: Secretary

CBOCS PARTNER II, LLC

By__/s/ Ursula Holmes _________
Name: Ursula Holmes
Title: President




CBOCS PENNSYLVANIA, LLC

By__/s/ N.B. Forrest Shoaf_________
Name: N.B. Forrest Shoaf
Title: Assistant Secretary

CBOCS PROPERTIES, INC.

By__/s/ Ursula Holmes _________
Name: Ursula Holmes
Title: President

CBOCS SUPPLY, INC.

By__/s/ Michael Zylstra _________
Name: Michael Zylstra
Title: Secretary

CBOCS TEXAS LIMITED PARTNERSHIP

By: CBOCS Partner I, LLC, its general partner
 

By__/s/ Michael Zylstra _________
Name: Michael Zylstra
Title: Secretary

CBOCS WEST, INC.

By__/s/ N.B. Forrest Shoaf_________
Name: N.B. Forrest Shoaf
Title: Assistant Secretary


CRACKER BARREL OLD COUNTRY
STORE, INC.


By__/s/ N.B. Forrest Shoaf_________
Name: N.B. Forrest Shoaf
Title: Assistant Secretary


ROCKING CHAIR, INC.

By__/s/ Mindy Riddle _________
Name: Mindy Riddle
Title: President


 
GUN BARREL ROAD LOGAN’S, INC.

By__/s/ N.B. Forrest Shoaf_________
Name: N.B. Forrest Shoaf
Title: Secretary