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.
--------------------------------
Section 1.1.
Section 1.02 of the
Existing Indenture is
hereby amended by
-----------
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
-----------
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
-----------
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
-----------
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) thereof;
(j) by d
