EXHIBIT 4.3 RESALE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2001 • Brinker International Inc • Retail-eating places • New York
7,000,000 Shares of Common Stock Underwriting AgreementBrinker International, Inc • May 11th, 2020 • Retail-eating places • New York
Brinker International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,000,000 shares of Common Stock, par value $0.10 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,050,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM T-1 --------------- STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ---------------Brinker International Inc • December 11th, 2001 • Retail-eating places
BRINKER INTERNATIONAL, INC. $350,000,000 8.250% Senior Notes due 2030 Purchase AgreementBrinker International, Inc • June 27th, 2023 • Retail-eating places • New York
Brinker International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $350,000,000 principal amount of its 8.250% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 27, 2023 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and will be guaranteed on a senior unsecured basis by each of the Guarantors (the “Guarantees”).
COVER PAGE STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • January 31st, 1996 • Brinker International Inc • Retail-eating places • Delaware
BRINKER INTERNATIONAL, INC. 5.75% Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2004 • Brinker International Inc • Retail-eating places • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
TRUSTEEBrinker International Inc • November 13th, 2001 • Retail-eating places • New York
SECOND AMENDMENTCredit Agreement • May 3rd, 2023 • Brinker International, Inc • Retail-eating places • New York
SECOND AMENDMENT, dated as of May 2, 2023 (this “Amendment”), to the CREDIT AGREEMENT, dated as of August 18, 2021 (as amended by the First Amendment, dated as of October 27, 2021, as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BRINKER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined therein) from time to time party thereto, the Banks from time to time party thereto (the “Banks”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
BRIDGE LOAN AGREEMENT Dated as of April 23, 2007 by and among BRINKER INTERNATIONAL, INC., as Borrower, BRINKER RESTAURANT CORPORATION, as Guarantor, CITIBANK, N.A., as Administrative Agent, and CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN...Bridge Loan Agreement • April 27th, 2007 • Brinker International Inc • Retail-eating places • Texas
BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of April 23, 2007, by and among BRINKER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), BRINKER RESTAURANT CORPORATION, a Delaware corporation (the “Guarantor”), the financial institutions listed on the signature pages hereof (individually, a “Bank” and collectively, the “Banks”), and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Banks hereunder.
AMENDMENT NO. 1Credit Agreement • August 11th, 2011 • Brinker International Inc • Retail-eating places • Texas
CREDIT AGREEMENT (this “Agreement”), dated as of June 22, 2010, by and among BRINKER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), BRINKER RESTAURANT CORPORATION, a Delaware corporation (the “Guarantor”), the Banks party hereto, and BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the Banks hereunder.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 26th, 2022 • Brinker International, Inc • Retail-eating places • Texas
Brinker International Inc. (the “Company”), and _________________________ (“Executive”) (collectively, the “Parties”) agree to enter into this CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) dated as of ________________201__ (“Effective Date”) as follows:
SENIOR NOTES INDENTURE Dated as of September 23, 2016 Among BRINKER INTERNATIONAL, INC., THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.000% SENIOR NOTES DUE 2024Senior Notes Indenture • September 23rd, 2016 • Brinker International Inc • Retail-eating places • New York
INDENTURE, dated as of September 23, 2016, among Brinker International, Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, as Trustee.
INDENTURE Dated as of June 27, 2023 Among BRINKER INTERNATIONAL, INC. as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.250% SENIOR NOTES DUE 2030Indenture • June 27th, 2023 • Brinker International, Inc • Retail-eating places • New York
This Indenture, dated as of June 27, 2023, is by and among Brinker International, Inc., a Delaware corporation (collectively with successors and assigns, the “Issuer”), the Subsidiary Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), paying agent and registrar.
FIRST AMENDMENTCredit Agreement • November 3rd, 2021 • Brinker International, Inc • Retail-eating places
FIRST AMENDMENT, dated as of October 27, 2021 (this “Amendment”), to the CREDIT AGREEMENT, dated as of August 18, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BRINKER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined therein) from time to time party thereto, the Banks from time to time party thereto (the “Banks”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2022 • Brinker International, Inc • Retail-eating places • Texas
This Employment Agreement (this “Agreement”), entered into this 11th day of May, 2022, is made by and between Brinker International, Inc. (the “Company”) and Kevin Hochman (“Executive”) (together, the “Parties”).
SIXTH AMENDMENT TO CREDIT AGREEMENT Dated as of May 6, 2020Credit Agreement • May 6th, 2020 • Brinker International, Inc • Retail-eating places • Texas
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”; capitalized terms used herein without definition having the meanings provided in Section 1 hereof) is between BRINKER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), BRINKER RESTAURANT CORPORATION, a Virginia corporation (“Brinker Restaurant”), BRINKER FLORIDA, INC., a Virginia corporation (“Brinker Florida”), BRINKER TEXAS, INC., a Virginia corporation (“Brinker Texas”), BRINKER INTERNATIONAL PAYROLL COMPANY, L.P., a Delaware limited partnership (“Brinker Payroll”), as Guarantors, the Existing Banks party hereto and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Banks (in such capacity, the “Administrative Agent”).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 25th, 2004 • Brinker International Inc • Retail-eating places • New York
Brinker International Inc., a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding original 5.75% Notes due 2014 (the "Old Securities") for its new 5.75% Notes due 2014 (the "New Securities"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2004 (the "Prospectus"), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities".
BRINKER INTERNATIONAL, INC., and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of May 15, 2013 to Indenture dated as of April 30, 2013 $300,000,000 3.875% Notes due 2023Indenture • May 15th, 2013 • Brinker International Inc • Retail-eating places • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 15, 2013 (the “Second Supplemental Indenture”), between Brinker International, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a National Banking Association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
September 23, 2016 To: Brinker International, Inc. Dallas, TX 75240 Attn: Joe Taylor Telephone: [**] Email: [**] From Bank of America, N.A. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated Bank of America Tower at One Bryant Park New York, NY...Brinker International Inc • September 23rd, 2016 • Retail-eating places • New York
The purpose of this communication (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“BofA”) and Brinker International, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). The terms of the Transaction shall be set forth in this Confirmation. This Confirmation shall constitute a “Confirmation” as referred to in the ISDA Master Agreement specified below.
CREDIT AGREEMENT Dated as of October 6, 2004 by and among BRINKER INTERNATIONAL, INC., as Borrower, BRINKER RESTAURANT CORPORATION, as Guarantor, Bank of America, N.A. and JPMorgan Chase Bank, as Co-Syndication Agents, CITIBANK, N.A., as...Credit Agreement • October 7th, 2004 • Brinker International Inc • Retail-eating places • Texas
CREDIT AGREEMENT (this "Agreement"), dated as of October 6, 2004, by and among BRINKER INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), BRINKER RESTAURANT CORPORATION, a Delaware corporation (the "Guarantor"), the financial institutions listed on the signature pages hereof (individually, a "Bank" and collectively, the "Banks"), and CITIBANK, N.A., as administrative agent (in such capacity, the "Administrative Agent") for the Banks hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 23rd, 2023 • Brinker International, Inc • Retail-eating places • Delaware
This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of the ______ day of _________, 202_, by and between BRINKER INTERNATIONAL, INC., a Delaware corporation (the "Company"), and ______________________ ("Indemnitee").
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 5th, 2017 • Brinker International Inc • Retail-eating places • Texas
Brinker International, Inc. (the “Company”), and _________________________ (“Executive”) (collectively, the “Parties”) agree to enter into this SEVERANCE AND CHANGE IN CONTROL AGREEMENT (“Agreement”) dated as of ________________201__ (“Effective Date”) as follows:
BRINKER INTERNATIONAL, INC. $250,000,000 2.600% Notes due 2018 $300,000,000 3.875% Notes due 2023 Underwriting AgreementBrinker International Inc • May 9th, 2013 • Retail-eating places • New York
Brinker International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 principal amount of its 2.600% Notes due 2018 (the “2018 Notes”) and $300,000,000 principal amount of its 3.875% Notes due 2023 (the “2023 Notes” and together with the 2018 Notes, the “Securities”). The 2018 Notes will be issued pursuant to an Indenture to be dated as of April 30, 2013 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture to be dated as of May 15, 2013 (the “First Supplemental Indenture”) between the Company and the Trustee. The 2023 Notes will be issued pursuant to the Base Indenture, as amended and supplemented by the Second Supplemental Indenture to be dated as of May 15, 2013 (the “Second Sup
TRANSITION AGREEMENTTransition Agreement • September 23rd, 2003 • Brinker International Inc • Retail-eating places • Texas
This TRANSITION AGREEMENT (this "Agreement") is entered into as of June 5, 2003, by and between BRINKER INTERNATIONAL, INC., a Delaware corporation ("Brinker"), BRINKER INTERNATIONAL PAYROLL COMPANY, L.P., a Delaware limited partnership ("BIPC" and together with Brinker, the "Company"), and RONALD A. MCDOUGALL, a resident of Texas ("Executive").
BRINKER INTERNATIONAL, INC., A DELAWARE CORPORATION SUBSIDIARIES BRINKER RESTAURANT CORPORATION, a Virginia corporation BRINKER INTERNATIONAL PAYROLL COMPANY, L.P., a Delaware limited partnership BRINKER ALABAMA, INC., a Virginia corporation BRINKER...Brinker International, Inc • August 23rd, 2023 • Retail-eating places
TRANSITION SERVICES AND SEPARATION AGREEMENTTransition Services and Separation Agreement • August 26th, 2022 • Brinker International, Inc • Retail-eating places • Texas
This TRANSITION SERVICES AND SEPARATION AGREEMENT (this “Agreement”) is entered into by and between Brinker International, Inc. (the “Company”) and Wyman T. Roberts (“Executive”). Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
BRINKER INTERNATIONAL, INC., and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 15, 2013 to Indenture dated as of April 30, 2013 $250,000,000 2.600% Notes due 2018First Supplemental Indenture • May 15th, 2013 • Brinker International Inc • Retail-eating places • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 15, 2013 (the “First Supplemental Indenture”), between Brinker International, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a National Banking Association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 4th, 2018 • Brinker International Inc • Retail-eating places • Texas
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”; capitalized terms used herein without definition having the meanings provided in Section 1 hereof) is between BRINKER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), BRINKER RESTAURANT CORPORATION, a Virginia corporation (“Brinker Restaurant’), BRINKER FLORIDA, INC., a Virginia corporation (“Brinker Florida”), BRINKER TEXAS, INC., a Virginia corporation (“Brinker Texas”), as Guarantors, the Existing Banks party hereto and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Banks (in such capacity, the “Administrative Agent”).
CHANGE IN CONTROL SEVERANCE AGREEMENTBLT Agreement • October 28th, 2020 • Brinker International, Inc • Retail-eating places • Texas
Brinker International Inc. (the “Company”), and _________________________ (“Executive”) (collectively, the “Parties”) agree to enter into this CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) dated as of ________________201__ (“Effective Date”) as follows:
TERM LOAN AGREEMENT Dated as of October 24, 2007 by and among BRINKER INTERNATIONAL, INC., as Borrower, BRINKER RESTAURANT CORPORATION, as Guarantor, CITIBANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES...Term Loan Agreement • January 31st, 2008 • Brinker International Inc • Retail-eating places • Texas
TERM LOAN AGREEMENT (this “Agreement”), dated as of October 24, 2007 by and among BRINKER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), BRINKER RESTAURANT CORPORATION, a Delaware corporation (the “Guarantor”), the financial institutions listed on the signature pages hereof and the financial institutions who hereafter become parties to this Agreement (individually, a “Bank” and collectively, the “Banks”), and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Banks hereunder.
CONSULTING AGREEMENTConsulting Agreement • September 13th, 2004 • Brinker International Inc • Retail-eating places
This Consulting Agreement (the "Agreement") is entered into as of the 26th day of August, 2004 by and between Brinker International, Inc., a Delaware corporation (the "Company"), and Ronald A. McDougall ("McDougall").
