THIRD AMENDMENT TO CREDIT AGREEMENT
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THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is dated
this the 29th day of February, 2000 (effective January 28, 2000) by and
between CBRL GROUP, INC., a Tennessee corporation ("Borrower") and SUNTRUST
BANK, formerly SunTrust Bank, Nashville, N.A., a Georgia state banking
corporation as agent (the "Administrative Agent") for the Lenders, as
described and defined below.
RECITALS:
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A. Borrower, Administrative Agent and the Lenders are parties
to a Credit Agreement dated as of February 16, 1999, as amended by a First
Amendment to Credit Agreement dated July 29, 1999 and as amended by a Second
Amendment to Credit Agreement dated September 30, 1999 (as amended or
restated from time to time, the "Credit Agreement").
B. SunTrust Bank, Fifth-Third Bank, Hibernia National Bank,
First Union National Bank, AmSouth Bank (as successor to First American
National Bank), Mercantile Bank National Association, Bank One, NA, Wachovia
Bank, N.A. and Union Planters National Bank, presently constitute all the
Lenders under the Credit Agreement.
C. The Borrower and the requisite percentage of Required
Lenders desire to amend the Credit Agreement as hereinafter provided in order
to: (i) allow a sale of assets by the Borrower (and the Consolidated
Companies) and a leaseback of assets under the terms and conditions set forth
in this Amendment; and (ii) to revise the Interest Coverage Ratio as set
forth in this Amendment.
D. Terms not defined herein shall have the meanings ascribed to
such terms in the Credit Agreement.
E. Attached hereto as collective Exhibit A are the requisite
consents of the Required Lenders, consenting to this Amendment and to the
Administrative Agent's execution and delivery of this Amendment on behalf of
Lenders.
NOW, THEREFORE, in consideration of the foregoing and the covenants
and agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Section 1. Section 7.1 (iii) of the Credit Agreement is deleted and
the following is substituted in lieu thereof:
(iii) Interest Coverage Ratio. Effective as of
the close of the fiscal quarter ending January 28, 2000 and
the next two succeeding fiscal quarters of Borrower, suffer
or permit its Interest Coverage Ratio to be less than 2.25
to 1.0, calculated for such fiscal quarter and including the
immediately three (3) preceding fiscal quarters. Effective
as of the last
day of the fiscal quarter ending October 27,
2000 and on the last day of each fiscal quarter of Borrower
thereafter, suffer or permit its Interest Coverage Ratio to
be less than 2.5 to 1.0, as calculated for the most recently
concluded quarter and including the immediately three (3)
preceding fiscal quarters.
Section 2. In order to allow certain sales of assets by Borrower
(and/or assets of a Consolidated Company) under the terms and conditions set
forth below, Section 7.3 of the Loan Agreement is deleted and the following
is substituted in lieu thereof:
Section 7.3. Merger and Sale of Assets
The Borrower will not, without the prior written
consent of the Required Lenders, merge or consolidate with
any other corporation or sell, lease or transfer or
otherwise dispose of assets (other than in the ordinary
course of business) during the term of this Agreement to any
Person, nor shall the Borrower permit any Consolidated
Company to take any of the above actions; provided that
notwithstanding any of the foregoing limitations, if no
Default or Event of Default shall then exist or immediately
thereafter will exist, the Consolidated Companies may take
the following actions:
(a) Any Consolidated Company may merge or
consolidate with (i) the Borrower (provided that
the Borrower shall be the continuing or surviving
corporation) or (ii) any one or more other
Subsidiaries provided that either the continuing or
surviving corporation shall remain a Consolidated
Company;
(b) Any Consolidated Company may sell,
lease, transfer or otherwise dispose of any of its
assets to (i) the Borrower, or (ii) any other
Consolidated Company;
(c) Any Consolidated Company may merge or
consolidate with any other corporation as long as
such Consolidated Company is the surviving
corporation; and
(d) The Consolidated Companies may sell
assets with a net sales price not to exceed Two
Hundred and Fifty Million Dollars ($250,000,000) in
the aggregate during the term of this Agreement,
and with respect to such assets to be sold, not
more than Fifty Million Dollars ($50,000,000) of
the net sales price shall be realized other than
from the sale of assets and an immediate leaseback
of such assets. The right of the Consolidated
Companies to transfer assets pursuant to sale and
leaseback transactions described in this subsection
(d) is conditioned upon Borrower's obligation to
apply fifty percent (50%) of all net proceeds from
such sale and leaseback transactions to permanently
reduce the Revolving Credit Commitments under the
terms of Section 2.3.
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Section 3. Section 7.9 of the Credit Agreement is amended to allow
a sale of assets by Borrower (and/or assets of a Consolidated Company) and a
leaseback of assets under the terms and conditions set forth in Section
7.3(d) of the Credit Agreement.
Section 4. In consideration for the consents by the Required Lenders
to this Amendment, the Borrower shall pay, concurrently with Administrative
Agent's execution hereof, a one-time amendment fee equal to five one
hundreths of one percent of the Total Commitments, payable to the Lenders
which consent to this Amendment prior to its execution. Such fee shall be
paid to the Administrative Agent for payment to such consenting Lenders on a
pro rata basis.
Section 5. All other documents executed and delivered in connection
with the Credit Agreement are hereby amended to the extent necessary to
conform to this Amendment. Except as specifically amended herein, the Credit
Agreement shall remain unamended and in full force and effect.
Section 6. Borrower represents and warrants that the execution and
terms of this Amendment have been duly authorized by all necessary corporate
action.
Section 7. This Amendment shall be governed by and construed in
accordance with the laws of the State of Tennessee.
Section 8. This Amendment may be executed in one or more
counterparts, all of which shall, taken together, constitute one original.
The parties agree that facsimile signatures shall be deemed to be and treated
as original signatures of such parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Third
Amendment to Credit Agreement as of the day and date first set forth above.
CBRL GROUP, INC.
By:/s/Lawrence E. White
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Title: Senior VP Finance and CFO
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SUNTRUST BANK, as Administrative
Agent for the Lenders
By: /s/Allen K. Oakley
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Title: Managing Director
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