exhibit4e10b.htm


    Exhibit
      4(e), 10(b)

     

    Execution
      Copy

     

    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.

     

     

    CBRL
      GROUP, INC. - AMENDMENT NO. 1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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]

     

     

    CBRL
      GROUP, INC. - AMENDMENT NO. 1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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


    

     

     

     

    CBRL
      GROUP, INC. - AMENDMENT NO. 1


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


            

     
      
        	WACHOVIA
                BANK, NATIONAL ASSOCIATION, as 
	   Agent
                and Lender
	 	 	 
	 	 	 
	By	 	/s/
                Jorge A. Gonzalez        
	 	Name:	Jorge
                A. Gonzalez
	 	Title:	Managing
                Director
	 	 	 


      

    

     

     

     

    CBRL
      GROUP, INC. - AMENDMENT NO. 1


            

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    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 J. Zylstra             


    Name:
      Michael Zylstra

    Title: Secretary

    


    CBOCS
      PARTNER II, LLC

    


    By
/s/
      Ursula Holmes               

    Name:
      Ursula Holmes

    Title:
      President

    


     

    CBRL
      GROUP, INC. - AMENDMENT NO. 1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 J. Zylstra            

    Name:
      Michael Zylstra

    Title:
      Secretary

    


    CBOCS
      TEXAS LIMITED PARTNERSHIP

    


    By:
      CBOCS
      Partner I, LLC, its general partner

     

    


    By 
      /s/ Michael J. 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

    


    CBRL
      GROUP, INC. - AMENDMENT NO. 1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    GUN
      BARREL ROAD LOGAN’S, INC.

    


    By
/s/
      N.B. Forrest Shoaf            

    Name:
      N.B. Forrest Shoaf

    Title:
      Secretary

    
 

    CBRL
      GROUP, INC. - AMENDMENT NO. 1