TITLE
OF CLASS
|
AMOUNT
|
|
Zero
Coupon Convertible Notes due 2032
|
Up
to $422,050,000 aggregate principal amount at
maturity
|
Name
and address of agent for service:
Lawrence
E. White
Senior
Vice President - Finance and Chief Financial Officer
CBRL
Group, Inc.
305
Hartmann Drive,
P.O.
Box 787
Lebanon,
Tennessee 37088-0787
Telephone:
(615) 444-5533
|
With
a Copy to:
Gary
M. Brown
Baker,
Donelson, Bearman, Caldwell
&
Berkowitz, PC
Commerce
Center, Suite 1000
211
Commerce Street
Nashville,
Tennessee 37201
Telephone:
(615) 726-5763
Facsimile:
(615) 744-5763
|
Name
|
Position
|
Michael
A. Woodhouse
|
Chairman,
President and Chief Executive Officer and Director
|
Lawrence
E. White
|
Senior
Vice President, Finance and Chief Financial Officer
|
N.
B. Forrest Shoaf
|
Senior
Vice President, General Counsel and Corporate Secretary
|
Edward
A. Greene
|
Senior
Vice President, Strategic Initiatives
|
Simon
Turner
|
Senior
Vice President, Marketing and Innovation and Chief Marketing
Officer
|
Diana
S. Wynne
|
Senior
Vice President, Corporate Affairs
|
Patrick
A. Scruggs
|
Vice
President, Accounting and Tax and Chief Accounting
Officer
|
James
D. Carreker
|
Director
|
Robert
V. Dale
|
Director
|
Richard
J. Dobkin
|
Director
|
Robert
C. Hilton
|
Director
|
Charles
E. Jones, Jr.
|
Director
|
B.
F. “Jack” Lowery
|
Director
|
Martha
M. Mitchell
|
Director
|
Erik
Vonk
|
Director
|
Andrea
M. Weiss
|
Director
|
Jimmie
D. White
|
Director
|
(a)
|
The
authorized and outstanding capital stock and debt securities of the
Company, as of February 23, 2007, consisted of the
following:
|
TITLE
OF CLASS
|
AMOUNT
AUTHORIZED
|
AMOUNT
OUTSTANDING
|
Common
Stock, par value $0.01 per share
|
400,000,000
shares
|
25,186,108
Shares
|
Preferred
Stock, par value $0.01 per share
|
100,000,000
shares
|
0
|
Liquid
Yield Option™ Notes due 2032 (Zero Coupon - Senior)
|
$422,050,000/1/
|
$422,050,000/1/
|
Zero
Coupon Senior Convertible Notes due 2032
|
$422,050,000/1/
|
$0
|
(b)
|
Each
outstanding share of Common Stock, par value $0.01 per share is entitled
to one vote on all matters submitted to a vote of stockholders. There
are
no cumulative voting rights.
|
(1)
|
the
Company defaults in payment of any contingent interest or of interest
which becomes payable after the New Notes have been converted to
semiannual coupon notes following the occurrence of a Tax Event,
which
default, in either case, continues for 30
days;
|
(2)
|
the
Company defaults in the payment of the Principal Amount at Maturity
(or,
if the New Notes have been converted to semiannual coupon notes following
a Tax Event pursuant to Article 10, the Restated Principal Amount),
Issue
Price plus accrued Original Issue Discount, Redemption Price or Purchase
Price of any New Note when the same becomes due and payable at its
Stated
Maturity, upon redemption, upon declaration, when due for purchase
by the
Company or otherwise;
|
(3)
|
the
Company or any Guarantor fails to comply with any of the other agreements
in the New Notes, any Guarantee or the New Indenture (other than
those
referred to in clauses (1) and (2) above) and such failure continues
for
60 days after receipt by the Company of a Notice of
Default;
|
(4)
|
(a)
failure of the Company to make any payment by the end of any applicable
grace period after maturity of Debt in an amount (taken together
with
amounts in item (b) below) in excess of $10,000,000 and continuance
of
such failure, or (b) an acceleration of Debt has occurred in an amount
(taken together with amounts in item (a) above) in excess of $10,000,000
because of a default with respect to such Debt without such Debt
having
been discharged or such acceleration having been cured, waived, rescinded
or annulled, in the case of items (a) or (b) above, for a period
of 30
days after receipt by the Company of a Notice of Default; provided,
however, that if any such failure or acceleration referred to in
items (a)
or (b) above shall cease or be cured, waived, rescinded or annulled,
then
the Event of Default by reason thereof shall be deemed not to have
occurred;
|
(5)
|
any
Guarantee ceases to be in full force and effect or is declared null
and
void or any Guarantor denies that it has any further liability under
any
Guarantee, or gives notice to such effect (other than by reason of
the
termination of the New Indenture or the release of any such Guarantee
in
accordance with the New Indenture) and such condition shall have
continued
for a period of 30 days after written notice of such failure requiring
the
Guarantor and the Company to remedy the same shall have been given
(x) to
the Company by the Trustee or (y) to the Company and the Trustee
by the
holders of 25% in aggregate principal amount of the New Notes then
outstanding; or
|
(6)
|
the
Company or any Significant Subsidiary pursuant to or under or within
the
meaning of any Bankruptcy Law:
|
(A)
|
commences
a voluntary case or proceeding;
|
(B)
|
consents
to the entry of an order for relief against it in an involuntary
case or
proceeding or the commencement of any case against
it;
|
(C)
|
consents
to the appointment of a Custodian of it or for any substantial part
of its
property;
|
(D)
|
makes
a general assignment for the benefit of its
creditors;
|
(E)
|
files
a petition in bankruptcy or answer or consent seeking reorganization
or
relief; or
|
(F)
|
consents
to the filing of such petition or the appointment of or taking possession
by a Custodian; or
|
(7)
|
a
court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:
|
(A)
|
is
for relief against the Company or any Significant Subsidiary in an
involuntary case or proceeding, or adjudicates the Company or any
Significant Subsidiary insolvent or
bankrupt;
|
(B)
|
appoints
a Custodian of the Company or any Significant Subsidiary or for any
substantial part of its property;
or
|
(C)
|
orders
the winding up or liquidation of the Company or any Significant
Subsidiary;
|
(1)
|
the
Holder gives to the Trustee written notice stating that an Event
of
Default is continuing;
|
(2)
|
the
Holders of at least 25% in aggregate Principal Amount at Maturity
of the
New Notes at the time outstanding make a written request to the Trustee
to
pursue the remedy;
|
(3)
|
such
Holder or Holders offer to the Trustee security or indemnity satisfactory
to the Trustee against any loss, liability or
expense;
|
(4)
|
the
Trustee does not comply with the request within 60 days after receipt
of
such notice, request and offer of security or indemnity;
and
|
(5)
|
the
Holders of a majority in aggregate Principal Amount at Maturity of
the New
Notes at the time outstanding do not give the Trustee a direction
inconsistent with the request during such 60-day
period.
|
Authentication
and Delivery
|
Release
of Property Subject to
Lien
|
Satisfaction
and Discharge
|
Cracker
Barrel Old Country Store, Inc.
|
305
Hartmann Drive, Lebanon, TN 37087
|
CBOCS
Distribution, Inc.
|
305
Hartmann Drive, Lebanon, TN 37087
|
CBOCS
Partner I, LLC
|
305
Hartmann Drive, Lebanon, TN 37087
|
CBOCS
Partner II, LLC
|
305
Hartmann Drive, Lebanon, TN 37087
|
CBOCS
Pennsylvania, LLC
|
305
Hartmann Drive, Lebanon, TN 37087
|
CBOCS
Properties, Inc.
|
45525
North I-94 Service Road, Belleville, Michigan
48111
|
CBOCS
Supply, Inc.
|
305
Hartmann Drive, Lebanon, TN 37087
|
Gun
Barrel Road Logan’s, Inc.
|
305
Hartmann Drive, Lebanon, TN 37087
|
CBOCS
West, Inc.
|
3993
Howard Hughes Parkway • Suite 250 • Las Vegas, NV 89169
|
CB
Music LLC
|
305
Hartmann Drive, Lebanon, TN 37087
|
Rocking
Chair, Inc.
|
3993
Howard Hughes Parkway • Suite 250 • Las Vegas, NV 89169
|
CBOCS
Texas Limited Partnership
|
305
Hartmann Drive, Lebanon, TN
37087
|
(a)
|
Pages
numbered 1 to 10, consecutively.
|
(b)
|
The
statement of eligibility and qualification of the Trustee under the
Indenture to be qualified (on Form T-1).
|
(c)
|
The
following exhibits, in addition to those filed as part of the statement
of
eligibility and qualification of the trustee:
|
CBRL GROUP, INC. | ||||
(Seal)
|
||||
By: | /s/ N. B. Forrest Shoaf | |||
Name: | N.B. Forrest Shoaf | |||
Title: | Senior Vice President, Secretary and | |||
General Counsel | ||||
By: | /s/ Lawrence E. White | |||
(Attest)
|
Name: | Lawrence E. White | ||
Title: | Senior Vice President - Finance and | |||
Chief Financial Officer |