EX-4 2 aex4gfy04.txt EX. 4(G) - FIRST AMENDMENT TO LYONS INDENTURE 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. [The remainder of this page was intentionally left blank.] 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/Mary Sample By:/s/Peter Kehayes -------------------------------------------- --------------------------- Name: Mary Sample Name: Peter Kehayes Title: Chief Financial Officer, Treasurer Title: President and Secretary WACHOVIA BANK, NATIONAL ATTEST: ASSOCIATION, AS TRUSTEE /s/Greta Wright By:/s/Susan K. Baker -------------------------------------------- ------------------------------- Name: Greta Wright Name: Susan K.Baker --------------------------------------- ----------------------------- Title: Vice President Title: Vice President -------------------------------------- ---------------------------- CBRL GROUP, INC. ATTEST: /s/ M. A. Woodhouse By: /s/J. F. Blackstock -------------------------------------------- ------------------------------ Name: Michael A. Woodhouse Name: James F. Blackstock --------------------------------------- ---------------------------- Title: President & CEO Title: Senior Vice President -------------------------------------- ---------------------------