Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$200,479,971
|
$6,155
|
Exhibit
Number
|
Description
|
|
(a)(1)(A)
|
Exchange
Circular dated March 20, 2007 (incorporated by reference to Exhibit
(a)(1)(A) to the Company’s Tender Offer Statement on Schedule TO filed on
March 20, 2007)
|
|
(a)(1)(B)
|
Letter
of Transmittal (incorporated by reference to Exhibit (a)(1)(B)
to the
Company’s Tender Offer Statement on Schedule TO filed on March 20,
2007)
|
|
(a)(1)(C)
|
Letter
to Brokers (incorporated by reference to Exhibit (a)(1)(C) to the
Company’s Tender Offer Statement on Schedule TO filed on March 20,
2007)
|
|
(a)(1)(D)
|
Letter
to Clients (incorporated by reference to Exhibit (a)(1)(D) to the
Company’s Tender Offer Statement on Schedule TO filed on March 20,
2007)
|
|
(a)(1)(E)
|
Supplement
to Exchange Circular dated April 17, 2007
|
|
(a)(1)(F)
|
Amended
and Restated Letter of Transmittal
|
|
(a)(2)-(a)(4)
|
Not
applicable
|
|
(a)(5)(A)
|
Press
Release dated March 20, 2007 (incorporated by reference to Exhibit
(a)(5)(A) to the Company’s Tender Offer Statement on Schedule TO filed on
March 20, 2007)
|
|
(a)(5)(B)
|
Press
Release dated April 17, 2007
|
|
(b)
|
Credit
Agreement dated as of April 27, 2006 among CBRL Group, Inc., the
Subsidiary Guarantors named therein, the Lenders party thereto
and
Wachovia Bank, National Association, as Administrative Agent and
Collateral Agent (incorporated by reference to the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended April 28,
2006)
|
|
(d)(1)
|
Indenture,
dated as of April 3, 2002 (the “LYONs Indenture”), among the Company, the
Guarantors (as defined therein) and U.S. Bank, National Association,
as
trustee, successor to Wachovia Bank, National Association, as trustee,
relating to the Company’s zero-coupon convertible senior notes (the
“Notes”) (incorporated by reference to the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended May 3, 2002)
|
|
(d)(2)
|
Form
of Certificate for the Notes (included in the LYONS Indenture incorporated
by reference as Exhibit 4(d) hereof) (incorporated by reference
to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended
May
3, 2002)
|
|
(d)(3)
|
Form
of Guarantee of the Notes (included in the LYONS Indenture filed
as
Exhibit 4(d) hereof) (incorporated by reference to the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended May 3,
2002)
|
(d)(4)
|
First
amendment, dated as of June 19, 2002, to the LYONS Indenture (incorporated
by reference to Amendment No. 1 to the Company’s Annual Report on Form
10-K/A for the fiscal year ended July 30, 2004)
|
|
(d)(5)
|
Second
amendment, dated as of July 30, 2004, to the LYONS Indenture (incorporated
by reference to Amendment No. 1 to the Company’s Annual Report on Form
10-K/A for the fiscal year ended July 30, 2004)
|
|
(d)(6)
|
Third
amendment, dated as of December 31, 2004, to the LYONS Indenture
(incorporated by reference to the Company’s Quarterly Report on Form 10-Q
the quarterly period ended January 28, 2005)
|
|
(d)(7)
|
Fourth
amendment, dated as of January 28, 2005, to the LYONS Indenture
(incorporated by reference to the Company’s Current Report on Form 8-K
under the Exchange Act filed on February 2, 2005)
|
|
(d)(8)
|
Form
of Indenture, to be dated as April 17, 2007, among the Company,
the
Guarantors (as defined therein) and Regions Bank, an Alabama banking
corporation, as trustee, relating to the Company’s zero-coupon senior
convertible notes due 2032 (incorporated by reference to Exhibit
4 to the
Company’s Application for Qualification of Indenture on Form T-3 filed
with the Commission on March 20, 2007)
|
|
(e)
|
Not
applicable
|
|
(f)
|
Not
applicable
|
|
(g)
|
Not
applicable
|
|
(h)
|
Opinion
of Baker, Donelson, Bearman Caldwell & Berkowitz, P.C. (incorporated
by reference to Exhibit (h) to the Company’s Tender Offer Statement on
Schedule TO filed on March 20,
2007)
|