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FOURTH SUPPLEMENT TO INDENTURE
THIS FOURTH SUPPLEMENT TO INDENTURE dated as of the 28th day of
January,
2005 (the "Supplemental Indenture") is an amendment to that
certain Indenture
dated as of April 3, 2002 among CBRL GROUP, INC. and THE
SUBSIDIARY GUARANTORS
PARTIES THERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as
Trustee (as it may
have been previously amended, supplemented or amended and
restated prior to the
date hereof, the "Existing Indenture). Capitalized terms not
otherwise defined
in this Supplemental Indenture have the same meanings as
specified in the
Existing Indenture.
W I T N E S S E T H:
WHEREAS, the Company wishes to formally forego its ability to
pay the
Purchase Price of the Securities in shares of Common Stock in
the event of a
repurchase of the Securities pursuant to Section 3.08 of the
Existing Indenture;
and
WHEREAS, in order to forego that right, the Company has
requested that the
Trustee enter into this Supplemental Indenture and amend the
Existing Indenture
as set forth herein; and
WHEREAS, the amendments set forth in this Supplemental Indenture
do not
adversely affect the rights of any Holders and, accordingly, may
be made without
the consent of any Security Holder pursuant to Section 9.01(6)
of the Existing
Indenture;
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Amendments to Existing Indenture.
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Section 1.1. Section 1.02 of the Existing Indenture is hereby
amended by
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changing the reference to "3.08(d)" for the definition of
"Exchange Act" to
"3.09(a)," deleting the reference to "Market Price" and changing
the reference
to "3.08(d)" for the definition of "Securities Act" to
"2.01(b)".
Section 1.2. Section 2.01(b) of the Existing Indenture is hereby
amended by
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deleting the reference to "Securities Act" in the fifth line of
that section and
replacing it with "Securities Act of 1933, as amended (the
"Securities Act")".
Section 1.3. Section 2.04 of the Existing Indenture is hereby
amended by
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deleting the reference to "and Securities" in the heading of
that section, by
deleting the two references to "or Common Stock" in that section
and the five
references to "and Common Stock" in that section.
Section 1.4. Section 3.08 of the Existing Indenture is hereby
amended as
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follows:
(a) by adding the word "and" at the end of sub-section
(a)(1)(B)
thereof;
(b) by changing the ";" to a "." and deleting the word "and" at
the end
of sub-section (a)(1)(C) thereof;
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(c) by deleting sub-section (a)(1)(D);
(d) by deleting the second paragraph in sub-section (a)(2);
(e) by deleting the present sub-section (b) and replacing it
with the
following;
"(b) Manner of Payment of Purchase Price. The Securities to
be
purchased pursuant to Section 3.08(a) shall be paid for in
U.S.
legal tender ("cash"), subject to the conditions set forth
in
Section 3.08(c). At least three Business Days before the
Company
Notice Date, the Company shall deliver an Officers'
Certificate
specifying:
(i) the information required by Section 3.08(e), and
(ii) whether the Company desires the Trustee to give the
Company Notice required by Section 3.08(e).";
(f) by deleting the phrase "at the option of the Company," from
the
first sentence of sub-section (c), by changing the word "may"
to
"shall" in the first sentence of sub-section (c), by deleting
the
phrase "If the Company elects to purchase Securities with
cash,"
from the second sentence of sub-section (c) and by changing
"the"
now at the beginning of the second sentence of the revised
second
sentence of sub-section (c) to "The";
(g) by deleting sub-section (d) in its entirety and replacing it
with
"INTENTIONALLY OMITTED";
(h) by changing the heading of subsection (e) to "Notice of
Purchase",
by deleting the phrases "of election", "with cash or Common
Stock
or any combination thereof" and "or (d)' where they appear in
the
first sentence of the first paragraph thereof, and by deleting
the
phrase "shall state the manner of payment elected and" in
the
second sentence of the first paragraph thereof;
(i) by deleting the second paragraph, numbered paragraphs (1),
(2) and
(3) and the lead in paragraph immediately below such
numbered
paragraphs in sub-section (e) th
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