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.

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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