0000874691-06-000068 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 10, 2006 among OUTBACK STEAKHOUSE, INC., The Banks Listed Herein, WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, WACHOVIA CAPITAL MARKETS, LLC, as Sole Arranger, SUNTRUST BANK as Syndication...
Credit Agreement • March 16th, 2006 • Outback Steakhouse Inc • Retail-eating places • North Carolina

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 10, 2006 is entered into by and among OUTBACK STEAKHOUSE, INC., the BANKS listed on the signature pages hereof, WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, SUNTRUST BANK, as Syndication Agent and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2006 • Outback Steakhouse Inc • Retail-eating places • Florida

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective December 31, 2005, by and between OS RESTAURANT SERVICES, INC., a Delaware corporation (“OSRS”), OUTBACK STEAKHOUSE, INC., a Delaware corporation (the “Company”), and A. William Allen, III (“Grantee”), under the following circumstances:

SECOND AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT FACILITY AND GUARANTY AGREEMENT
Revolving Credit Facility and Guaranty Agreement • March 16th, 2006 • Outback Steakhouse Inc • Retail-eating places • Georgia

THIS SECOND AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT FACILITY AND GUARANTY AGREEMENT (this “Amendment”) is made as of the 10th day of March, 2006, by and among OUTBACK STEAKHOUSE JAPAN KK, a company incorporated in Japan under registered number 0104-01-050821 and whose registered office is at Fukuda Building West 2F, 11-3, Akasaka 2 - chome, Minato-ku, Tokyo (the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, LONDON BRANCH (referred to herein as the “Bank”) and OUTBACK STEAKHOUSE, INC., OUTBACK STEAKHOUSE INTERNATIONAL, INC. and OUTBACK STEAKHOUSE INTERNATIONAL, L.P. (collectively referred to herein as the “Guarantors”).

AMENDED AND RESTATED GUARANTY AGREEMENT
Guaranty Agreement • March 16th, 2006 • Outback Steakhouse Inc • Retail-eating places

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of the 10th day of March, 2006, by the undersigned (hereinafter collectively referred to as the “Guarantors” and individually as a “Guarantor”), to and for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association in its capacity as Agent (the “Agent”) for itself, the Banks and the Swing Line Lender (as such terms are defined in the Credit Agreement referred to below) and their successors and assigns (collectively, the “Secured Parties”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 16th, 2006 • Outback Steakhouse Inc • Retail-eating places

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 10th day of March, 2006, by and among OUTBACK STEAKHOUSE, INC., a Delaware corporation (referred to herein as the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION (the “Bank”) and OUTBACK STEAKHOUSE OF FLORIDA, INC., CARRABBA’S ITALIAN GRILL, INC., OUTBACK STEAKHOUSE INTERNATIONAL, INC., OS CAPITAL, INC., OS PACIFIC, INC., OS PRIME, INC., OS TROPICAL, INC. and BONEFISH GRILL, INC. (collectively referred to herein as the “Guarantors”).

OUTBACK STEAKHOUSE, INC. Amendment to and Assignment of Officer Employment Agreement
Employment Agreement • March 16th, 2006 • Outback Steakhouse Inc • Retail-eating places

THIS AMENDMENT TO AND ASSIGNMENT OF OFFICER EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and among OS MANAGMENT, INC., a Florida corporation (the “Employer”), OUTBACK STEAKHOUSE OF FLORIDA, INC., a Florida corporation (“OSF”), and OUTBACK STEAKHOUSE, INC., a Delaware corporation (the “Company”),and JOSEPH J. KADOW (the “Employee”) executed this 27th day of April, 2005, to be effective for all purposes as of April 27, 2005.

SIXTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 16th, 2006 • Outback Steakhouse Inc • Retail-eating places

THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”), made and entered into as of the 9 day of January, 2006, by and between CORPORATE CENTER ONE OWNER LLC, a Delaware limited liability company (“Landlord”), and OUTBACK STEAKHOUSE, INC., a Delaware corporation (“Tenant”);

THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • March 16th, 2006 • Outback Steakhouse Inc • Retail-eating places

THIS THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made as of the 10th day of March, 2006, by and among RY-8, INC., a Hawaii corporation (referred to herein as the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION (referred to herein as the “Bank”), ROY’S HOLDINGS, INC., a Hawaii corporation, OUTBACK STEAKHOUSE, INC., a Delaware corporation, and OS PACIFIC, INC., a Florida corporation (collectively referred to herein as the “Guarantors”).

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