SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
Schedule
TO
(Amendment
No. 2)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE
SECURITIES EXCHANGE ACT OF 1934
_____________________
CBRL
Group, Inc.
(Name
of Subject Company (Issuer))
_____________________
CBRL
Group, Inc. (Issuer)
(Name
of Filing Person (Offeror and Issuer))
____________________
Liquid
Yield Option Notes due 2032 (Zero Coupon - Senior)
(Title
of Class of Securities)
12489
VAB2 and 12489 VAA4
(CUSIP
Number of Class of Securities)
______________________
Lawrence
E. White
Senior
Vice President - Finance and Chief Financial Officer
CBRL
Group, Inc.
305
Hartmann Drive,
P.O.
Box 787
Lebanon,
Tennessee 37088-0787
Telephone:
(615) 444-5533
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing
Persons)
______________________
Copies
to:
Gary
M. Brown
Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC
Commerce
Center, Suite 1000
211
Commerce Street
Nashville,
Tennessee 37201
Telephone:
(615) 726-5600
_____________________
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
|
$200,479,971
|
$6,155
|
* Estimated
solely for purposes of determining the amount of the filing fee. The accreted
value of the Liquid Yield Option Notes due 2032 (Zero Coupon—Senior) (the “Old
Notes”), as
described
herein, is $475.01 per $1,000 principal amount at maturity. As of March 20,
2007
there was $422,050,000 in aggregate principal amount at maturity of Securities
outstanding,
resulting
in an aggregate maximum purchase price of $200,479,971. In the transaction,
up
to $422,050,000 in principal amount of Zero Coupon Senior Convertible Notes
due
2032 (the
“New
Notes” are being offered in exchange for the Old Notes.
**The
amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of
the
Securities Exchange Act of 1934, as amended, equals $30.70 per million of the
value of the
transaction.
ý Check
the
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by
registration
statement number, or the Form or Schedule and the date of its
filing.
Amount
Previously Paid:
$6,155 Filing
Party: CBRL
Group, Inc.
Form
or
Registration No.:
Schedule
TO-I
Date
Filed: March
20, 2007
¨ Check
the
box if the filing relates solely to preliminary communications made before
the
commencement of a tender offer.
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
¨ third-party
tender offer subject to Rule 14d-1.
ý issuer
tender offer subject to Rule 13e-4.
¨ going-private
transaction subject to Rule 13e-3.
¨ amendment
to Schedule 13D under Rule 13d-2.
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: ý
2
INTRODUCTORY
STATEMENT TO AMENDMENT NO. 2
This
Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer
Statement on Schedule TO filed by CBRL Group, Inc., a Tennessee corporation
(“CBRL” or the “Company”), with the Securities and Exchange Commission (the
“SEC”) on March 20, 2007, (the “Schedule TO”), as amended by Amendment No. 1 to
Schedule TO filed by the Company with the SEC on April 17, 2007 (“Amendment
No.1”) (the Schedule TO, as amended by Amendment No.1, the “Existing Schedule
TO”) relating to an offer by the Company to exchange (the “Exchange Offer”) up
to $422,030,000 in principal amount at maturity of the Company’s Zero Coupon
Senior Convertible Notes due 2032 (the “New Notes”) plus an exchange fee for the
Company’s issued and outstanding Liquid Yield Option Notes due 2032 (Zero
Coupon—Senior) (the “Old Notes”). Originally, there were $422,050,000 principal
amount at maturity of Old Notes outstanding; however, on April 3, 2007, as
required by the controlling indenture, the Company purchased $20,000 in
principal amount at maturity of Old Notes. The Exchange Offer is being made
upon
the terms and subject to the conditions set forth in the Exchange Circular
dated
March 20, 2007 (the “Exchange Circular”) (filed as exhibit (a)(1)(A) to the
Schedule TO), the Supplement to Exchange Circular dated April 17, 2007 (the
“Supplement”) (filed as exhibit (a)(1)(E) to Amendment No. 1), the Letter of
Transmittal (filed as exhibit (a)(1)(B) to the Schedule TO) and the Amended
and
Restated Letter of Transmittal (filed as Exhibit (a)(1)(F) to Amendment No.
1).
This
Amendment No. 2 is intended to satisfy the reporting requirements of Rule
13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The Company
is
making the Exchange Offer pursuant to an exemption from registration under
Section 3(a)(9) of the Securities Act of 1933, as amended.
The
information in the Exchange Circular, the Supplement and the related Letter
of
Transmittal and Amended and Restated Letter of Transmittal is incorporated
herein by reference into Amendment No. 2, except that such information is hereby
amended and supplemented as follows:
Item
11. Additional Information
Item
11
of the Existing Schedule TO is hereby amended and supplemented by adding the
following information:
On
May 1,
2007, the Company issued a press release announcing the results of the Exchange
Offer, which expired at 5:00 p.m., New York City time, on Monday, April 30,
2007. A copy of that press release is filed as Exhibit (a)(5)(D) to this
Amendment No. 2 and is incorporated herein by reference. As of the expiration
of
the Exchange Offer, $375,931,000 aggregate principal amount at maturity of
Old
Notes, representing approximately 89% of the amount of Old Notes outstanding,
had been tendered in exchange for an equal principal amount of New Notes. All
Old Notes that were properly tendered were accepted for exchange. The exchange
of New Notes for Old Notes is expected to take place on May 3, 2007. Following
the consummation of the Exchange Offer, there are outstanding $46,099,000
aggregate principal amount at maturity of Old Notes and $375,931,000 aggregate
principal amount at maturity of New Notes.
Item
12. Exhibits
See
Exhibit Index immediately following signature page of this Amendment
No.2.
3
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
CBRL
GROUP, INC.
By:
/s/ N.B. Forrest Shoaf
Name:
N.B. Forrest Shoaf
Title: Senior
Vice President, Secretary and
General Counsel
Dated:
May 1, 2007
4
EXHIBIT
INDEX
Exhibit
Number Description
| (a)(1)(A) | Exchange Circular dated March 20, 2007 (incorporated by reference to Exhibit (a)(1)(A) to the Company's Tender Offer Statement on Schedule TO filed on March 20, 2007 (the "Original Schedule TO")) | |
| (a)(1)(B) | Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Original Schedule TO) | |
| (a)(1)(C) | Letter to Brokers (incorporated by reference to Exhibit (a)(1)(C) to the Original Schedule TO) | |
| (a)(1)(D) | Letter to Clients (incorporated by reference to Exhibit (a)(1)(D) to the Original Schedule TO) | |
| (a)(1)(E) | Supplement to Exchange Circular dated April 17, 2007 (incorporated by reference to Exhibit (a)(1)(E) to Amendment No. 1 to the Company’s Tender Offer Statement on Schedule TO filed on April 17, 2007 (“Amendment No. 1”)) | |
| (a)(1)(F) | Amended and Restated Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(F) to Amendment No. 1) | |
| (a)(2)-(a)(4) | Not applicable | |
| (a)(5)(A) | Press Release dated March 20, 2007 (incorporated by reference to Exhibit (a)(5)(A) to the Original Schedule TO) | |
| (a)(5)(B) | Press Release dated April 17, 2007 (incorporated by reference to Exhibit (a)(5)(B) to Amendment No. 1) | |
| (a)(5)(C) | Press Release dated April 25, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated and filed on April 25, 2007) | |
| (a)(5)(D) | Press Release dated May 1, 2007 | |
| (b)(1) | Credit Agreement dated as of April 27, 2006 among CBRL Group, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto and Wachovia Bank, National Association, as Administrative Agent and Collateral Agent (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 28, 2006) | |
| (b)(2) | Amendment No. 1 to Credit Agreement | |
| (d)(1) | Indenture, dated as of April 3, 2002 (the “LYONs Indenture”), among the Company, the Guarantors (as defined therein) and U.S. Bank, National Association, as trustee, successor to Wachovia Bank, National Association, as trustee, relating to the Company’s zero-coupon convertible senior notes (the “Notes”) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2002) | |
| (d)(2) | Form of Certificate for the Notes (included in the LYONS Indenture incorporated by reference as Exhibit 4(d) hereof) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2002) | |
| (d)(3) | Form of Guarantee of the Notes (included in the LYONS Indenture filed as Exhibit 4(d) hereof) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2002) | |
| (d)(4) | First amendment, dated as of June 19, 2002, to the LYONS Indenture (incorporated by reference to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended July 30, 2004) | |
| (d)(5) | Second amendment, dated as of July 30, 2004, to the LYONS Indenture (incorporated by reference to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended July 30, 2004) | |
| (d)(6) | Third amendment, dated as of December 31, 2004, to the LYONS Indenture (incorporated by reference to the Company’s Quarterly Report on Form 10-Q the quarterly period ended January 28, 2005) | |
| (d)(7) | Fourth amendment, dated as of January 28, 2005, to the LYONS Indenture (incorporated by reference to the Company’s Current Report on Form 8-K under the Exchange Act filed on February 2, 2005) | |
| (d)(8) | Form of Indenture, to be dated as May 1, 2007, among the Company, the Guarantors (as defined therein) and Regions Bank, an Alabama banking corporation, as trustee, relating to the Company’s zero-coupon senior convertible notes due 2032 (incorporated by reference to Exhibit 4 to the Company’s Application for Qualification of Indenture on Form T-3 filed with the Commission on March 20, 2007) | |
| (e) | Not applicable | |
| (f) | Not applicable | |
| (g) | Not applicable | |
| (h) | Opinion of Baker, Donelson, Bearman Caldwell & Berkowitz, P.C. (incorporated by reference to Exhibit (h) to the Original Schedule TO) | |
0; Exhibit
(a)(5)(D)
CBRL
GROUP, INC.
POST
OFFICE BOX 787
C
B R
L G R O U P, I N C.
Investor
Contact:
Diana
S. Wynne
Senior
Vice President, Corporate Affairs
(615)
443-9837
Media
Contact: Julie
K.
Davis
Director,
Corporate Communications
(615)
443-9266
CBRL
GROUP COMPLETES
EXCHANGE OFFER FOR ITS
CONVERTIBLE
NOTES
Gives
Notice That New Notes Will Be Redeemed
LEBANON,
Tenn. - May 1, 2007
- CBRL
Group, Inc. (the “Company”) (Nasdaq: CBRL) announced
today that it has completed its offer to exchange a new issue of Zero Coupon
Senior Convertible Notes due 2032 (CUSIP No. 12489VAC0) (the “New Notes”) plus
an exchange fee for the Company’s Liquid Yield Option™
Notes
due 2032 (Zero Coupon—Senior) (CUSIP Nos. 12489VAB2 and 12489VAA4) (the “Old
Notes”). The exchange offer expired at 5:00 p.m., Eastern Standard Time, on
April 30, 2007. As of the expiration of the exchange offer, $375,931,000
aggregate principal amount at maturity of Old Notes, representing approximately
89% of the amount of Old Notes outstanding, had been tendered in exchange for
an
equal principal amount of New Notes. All Old Notes that were properly tendered
were accepted for exchange. The exchange of New Notes for Old Notes is expected
to take place on May 3, 2007. Following the consummation of the exchange offer,
there are outstanding $46,099,000 aggregate principal amount at maturity of
Old
Notes and $375,931,000 aggregate principal amount at maturity of New Notes.
The
purpose of the exchange offer was to issue, in exchange for Old Notes, New
Notes
with a “net share settlement” feature. Both the Old Notes and the New Notes are
convertible into 10.8584 shares of the Company’s common stock per $1,000 in
principal amount at maturity. The net share settlement feature will allow the
Company, upon conversion of a New Note, to satisfy a portion of its obligation
due upon conversion in cash rather than with the issuance of shares of its
common stock. This will reduce the share dilution associated with the conversion
of the New Notes.
-
MORE
-
CBRL
Completes Exchange Offer for its Convertible Notes
Page
2
May
1,
2007
Note
Redemption
On
April
25, the Company announced that it had directed the trustee of the Old
Notes
to send
to all holders of Old Notes notice that the Old Notes would be redeemed on
June
4, 2007 (the “Redemption Date”). Today, the Company also directed the trustee of
the New Notes to send a notice to holders of the New Notes not later than May
4,
2007 that the New Notes would be redeemed on the Redemption Date. The redemption
price of both the Old Notes and the New Notes is $477.41 per $1,000 in principal
amount at maturity, which is the accreted principal amount of both the Old
Notes
and New Notes on the Redemption Date.
The
aggregate redemption price of the Old Notes and the New Notes, collectively,
will be approximately $201 million, assuming that no holders of either Old
Notes
or New Notes convert their notes into common stock. At any time up to two
business days prior to the Redemption Date, holders of Old Notes and New Notes
can convert either Old Notes or New Notes, as the case may be. The conversion
rate applicable to both the Old Notes and the New Notes is 10.8584 shares of
common stock per $1,000 in principal amount at maturity; however, in the case
of
the New Notes, the Company will settle its conversion obligations with a
combination of cash and shares of common stock, if any, in lieu of only shares.
Common stock will be issued upon conversion of the New Notes only to the extent
that the conversion value exceeds the accreted principal amount of the New
Notes. The conversion value generally will exceed the accreted principal amount
of the notes if the Company’s common stock trades at a price in excess of $43.97
per share.
This
press release is neither an offer to sell nor a solicitation of an offer to
buy
any securities. The Company recommends that holders of Old Notes and New Notes
obtain
current stock price quotations for CBRL common stock before deciding whether
to
convert their respective notes or accept the redemption
price. The
risks associated with converting the New Notes are described in the Exchange
Circular referred to below, a copy of which can be obtained from the Information
Agent. Holders of New Notes should carefully consider these risks before
deciding whether to exercise their right to convert New Notes.
The
Company indicated that it intends to repurchase, through open market purchases,
any shares of common stock that are issued in connection with the conversion
of
either the Old Notes or new Notes. The
Company will pay the redemption price of the Old Notes and New Notes as well
as
the purchase price for any shares of common stock that are issued in connection
with a conversion of any Old Notes or New Notes through a draw on its existing
delayed-draw term loan facility and cash on hand.
-
MORE
-
CBRL
Completes Exchange Offer for its Convertible Notes
Page
3
May
1,
2007
Information
concerning the exchange offer and copies of the Exchange Circular and related
documents may be obtained from the information agent:
Global
Bondholder Services Corporation
65
Broadway - Suite 704
New
York,
NY 10006
Attn:
Corporate Actions
Telephone:
(212) 430-3774 (Banks and Brokers)
(866) 470-4300
About
CBRL Group, Inc.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 557 Cracker Barrel
Old Country Store®
restaurants and gift shops located in 41 states.
Cautionary
Statement Regarding Forward Looking Information
Certain
matters discussed in this news release are not historical facts but are
forward-looking statements regarding the Company’s intention to redeem the Old
Notes and the New Notes and implement other financing initiatives. The Company’s
ability to complete the redemption of the Old Notes and the New Notes, the
refinancing, and the remaining authorized share repurchases will depend, among
other things, on market conditions, and there can be no assurance that the
Company will complete these initiatives on the anticipated terms or at all.
Risks and uncertainties related to the Company’s business are discussed in the
Company’s SEC filings, including its Annual Report on Form 10-K for the year
ended July 28, 2006 and Quarterly Reports on Form 10-Q for the quarters ended
October 27, 2006 and January 26, 2007. The Company undertakes no obligation
to
update forward-looking statements.
-
END
-
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