Exhibit
10(a)


 


September
7, 2007


 


Brinker
International, Inc.


6820
LBJ Freeway


Dallas,
Texas 75240


 


	
  Attn:

  	
  Marie
  Perry, Treasurer

  
	
   

  	
   

  
	
   

  	
  Re:

  	
  Amended
  Uncommitted Line of Credit

  



 


Ladies
and Gentlemen:


 


We
are pleased to advise you that BANK OF AMERICA, N.A. (the “Lender”) has
established for Brinker International, Inc., a Delaware corporation (the “Borrower”),
an amended uncommitted line of credit with aggregate advances (“Loans”)
outstanding thereunder not at any time to exceed $100,000,000, replacing that
certain uncommitted line of credit dated August 10, 2007 between the Lender and
the Borrower. The terms and conditions of the amended line of credit are as
follows:


 


	
  Loans Discretionary:

  	
  All
  Loans under this line of credit shall be at the sole discretion of the
  Lender. This letter is not a commitment by the Lender to extend credit.
  Without limiting the generality of the foregoing, no Loan shall be made after
  the Expiration Date.

  
	
   

  	
   

  
	
  Principal:

  	
  The
  outstanding principal of each Loan shall be due and payable on the earlier of
  (a) the maturity date for such Loan agreed to by the Lender and the Borrower
  at time such Loan is made, and (b) the Maturity Date.

  
	
   

  	
   

  
	
  Interest:

  	
  Each
  Loan shall bear interest at the rate of LIBOR plus 0.23% at the time such
  Loan is made. Accrued and unpaid interest on each Loan shall be due and
  payable on the date that such Loan is payable. If the term of a Loan is more
  than 90 days (or, if expressed in months, three months), interest on such
  Loan shall also be payable on the 90th day or last day of the
  third month after the making of such Loan and on each 90th day or
  last day of each third month thereafter, as applicable.

  
	
   

  	
   

  
	
  Expiration Date:

  	
  September
  5, 2008.

  
	
   

  	
   

  
	
  Maturity Date:

  	
  September
  5, 2008.

  



 

















 


	
  Requests for Loans:

  	
  Any
  request for a Loan must be received by the Lender at the address, telephone
  number or facsimile number listed below the Lender’s signature not later than
  11:00 a.m., EST time, on the date of the requested Loan (which must be a day
  on which the Lender is open to conduct substantially all of its business).

  
	
   

  	
   

  
	
  Documentation:

  	
  The
  Loans shall be evidenced by a promissory note satisfactory in form and
  substance to the Lender executed by the Borrower. The Borrower shall execute
  and deliver to the Lender such other documents as the Lender may reasonably
  request from time to time.

  
	
   

  	
   

  
	
  Notice:

  	
  The
  Lender hereby notifies the Borrower that pursuant to the requirements of the
  USA Patriot Act (Title III of Pub.L. 107-56 (signed into law October 26,
  2001)) (the “Act”), the Lender is required to obtain, verify and record
  information that identifies the Borrower, which information includes the name
  and address of the Borrower and other information that will allow the Lender
  to identify the Borrower in accordance with the Act.

  



 


Please
indicate your acknowledgment of the foregoing by signing and returning to the
Lender the enclosed copy of this letter at the address shown on the first page
hereof.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  John H. Schmidt

  	
   

  
	
   

  	
  Name:

  	
    John
  H. Schmidt

  	
   

  
	
   

  	
  Title:

  	
       Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
    100
  Federal Street

  
	
   

  	
  Mail Stop:

  	
    MA5-100-09-06
  Boston, MA 02110

  
	
   

  	
  Telephone:

  	
    (617)
  434-4044

  
	
   

  	
  Facsimile:

  	
      (617)
  434-0637

  
	
  Acknowledged:

  	
   

  
	
   

  	
   

  
	
  BORROWER

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/
  Marie Perry

  	
   

  	
   

  
	
  Name:

  	
    Marie
  Perry

  	
   

  	
   

  
	
  Title:

  	
     
  Vice President and Treasurer

  	
   

  	
   

  
													



 


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MASTER PROMISSORY NOTE


 


	
  $100,000,000

  	
   

  	
  September 7, 2007

  



 


FOR
VALUE RECEIVED, the undersigned, Brinker International, Inc., a Delaware
corporation (the “Borrower”), hereby promises to pay to the order of
BANK OF AMERICA, N.A. (the “Lender”), at its office at 6820 LBJ Freeway,
Dallas, Texas 75240 (or at such other place as the Lender may designate from
time to time), in lawful money of the United States of America and in
immediately available funds, the principal amount of one hundred million
Dollars ($100,000,000) or such lesser amount as shall equal the aggregate
unpaid principal amount of the advances (the “Loans”) made by the Lender
to the Borrower under this Master Promissory Note (the “Note”), and to
pay interest on the unpaid principal amount of each such Loan at the rates per
annum and on the dates specified below.


 


Each
Loan hereunder shall be at the sole discretion of the Lender. Each Loan shall
have a maturity date and shall bear interest at the rate per annum quoted to
the Borrower by the Lender and accepted by the Borrower prior to the making of
such Loan (which acceptance shall in any event be deemed to occur upon receipt
by the Borrower of the proceeds of any Loan). Each Loan, and accrued and unpaid
interest thereon, shall be due and payable, on the earlier of (a) the maturity
date of such Loan, or (b) September 5, 2008. No Loan shall have a maturity of
more than 180 days (6 months). If the term of a Loan is more than 90 days
(three months), interest on such Loan shall also be payable on the last day of
the third month after the making of such Loan and on each last day of each
third month thereafter. The Lender may, if and to the extent any payment is not
made when due hereunder, charge from time to time against any or all of the
Borrower’s accounts with the Lender any amount so due.


 


The
date, amount, interest rate, and maturity date of each Loan, and each payment
of principal and interest hereon, shall be recorded by the Lender on its books,
which recordations shall, in the absence of manifest error, be conclusive as to
such matters; provided, that the failure of the Lender to make any such
recordation or any error therein shall not limit or otherwise affect the
obligations of the Borrower hereunder.


 


The
Borrower may not prepay any Loan in whole or in part without the Lender’s prior
written consent; provided, however, that if any such prepayment
is made the Borrower shall, at the time of prepayment, compensate the Lender
for any loss, cost, or expense that the Lender incurs as a result of such
prepayment. In addition, the Borrower shall compensate the Lender for any loss,
cost or expense that the Lender incurs as a result of a prepayment by reason of
acceleration of the indebtedness hereunder.


 


Interest
shall be computed on the basis of a year of 360 days and the actual days
elapsed (including the first day but excluding the last day). Overdue principal
and, to the extent permitted by applicable law, interest shall bear interest,
payable upon demand, for each day from and including the due date to but
excluding the date of actual payment at a rate per annum equal to the sum of 2%
plus the rate of interest publicly announced by the Lender from time to time as
its prime rate. The Lender’s prime rate is a rate set by the Lender based upon
various factors including the Lender’s cost and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate.
Whenever any payment under this Note is due on a day that is not a day the
Lender is open to conduct substantially all of its business, such payment shall
be made on the next succeeding day on which the Lender is open to conduct
substantially all of its business, and such extension of time shall in such
case be included in the computation of the payment of interest.


 


Each
of the following shall constitute an Event of Default hereunder:  (a) the Borrower shall fail to pay when due
any principal of or interest on any Loan; (b) a default or event of default
shall occur


 


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under
the terms of any other indebtedness for which the Borrower or any of its
subsidiaries is liable, whether as principal obligor, guarantor, or otherwise
having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all credits under any combined or
syndicated credit arrangement) in excess of $100,000; (c) the long term, senior
unsecured debt rating of the Borrower shall be lower than (i) BBB- from
Standard & Poor’s Ratings Group or (ii) Baa3 from Moody’s Investors
Service, Inc., (d) any representation, warranty, certification, or statement
made or deemed made by the Borrower to the Lender shall prove to have been
incorrect or misleading in any material respect; (e) the Borrower shall
dissolve, liquidate, or terminate its legal existence or shall convey,
transfer, lease, or dispose of (whether in one transaction or a series of
transactions) all or substantially all of its assets to any person or entity; (f)
a petition shall be filed by or against the Borrower or any of its subsidiaries
under any law relating to bankruptcy, reorganization, or insolvency; or (g) the
Borrower or any of its subsidiaries shall make an assignment for the benefit of
creditors or fail generally to pay its debts as they become due, or a receiver,
trustee, or similar official shall be appointed over the Borrower or any of its
subsidiaries or a substantial portion of any of their respective assets. If an
Event of Default shall have occurred and be continuing, the Lender may declare
the outstanding principal of and accrued and unpaid interest on this Note,
together with all other amounts payable hereunder, to be immediately due and
payable without presentment, protest, demand, or other notice of any kind, all
of which are hereby waived by the Borrower; provided, however,
that upon the occurrence with respect to the Borrower of any event specified in
clause (f) of the preceding sentence, the outstanding principal and accrued and
unpaid interest on this Note, together with all other amounts payable
hereunder, shall become immediately due and payable without presentment,
protest, demand, or other notice of any kind, all of which are hereby waived by
the Borrower.


 


The
request of the Borrower for any Loan and the receipt by the Borrower of the
proceeds thereof shall be deemed a representation by the Borrower as of the
date of each such request or receipt that no Event of Default has occurred and
that the Borrower is duly authorized to incur such indebtedness hereunder.


 


No
failure or delay by the Lender in exercising, and no course of dealing with
respect to, any right, power, or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise of any other right, power, or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power, or privilege. The rights and remedies of
the Lender provided herein shall be cumulative and not exclusive of any other
rights or remedies provided by law. If any provision of this Note shall be held
invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof. No provision
of this Note may be modified or waived except by a written instrument signed by
the Lender and the Borrower.


 


The
Lender shall incur no liability to the Borrower in acting upon any telephone,
telex, or other communication that the Lender in good faith believes has been
given by an authorized representative of the Borrower.


 


The
Lender may assign to one or more banks or other entities all or any part of, or
may grant participations to one or more banks or other entities in or to all or
any part of, this Note or any Loan or Loans hereunder.


 


The
Borrower shall pay on demand all costs and expenses (including reasonable
attorney’s fees and the allocated costs of internal counsel) incurred by the
Lender in connection with any Event of Default or the enforcement or attempted
enforcement of this Note.


 


Notwithstanding
anything to the contrary contained herein, the interest paid or agreed to be
paid hereunder shall not exceed the maximum rate of non-usurious interest
permitted by applicable law (the


 


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“Maximum
Rate”). If the Lender shall receive interest in an amount that exceeds the
Maximum Rate, the excessive interest shall be applied to the principal of this
Note or, if it exceeds the unpaid principal, refunded to the Borrower. In
determining whether the interest contracted for, charged, or received by the
Lender exceeds the Maximum Rate, the Lender may, to the extent permitted by
applicable law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
stated term of this Note.


 


This
Note shall be governed by and construed in accordance with the laws of the
State of Texas. The Borrower hereby submits to the nonexclusive jurisdiction of
the United States District Court and each state court in the City of Dallas for
the purposes of all legal proceedings arising out of or relating to this Note. The
Borrower irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. The Borrower and the Lender by acceptance of this Note hereby
irrevocably waive any and all right to trial by jury in any legal proceeding
arising out of or relating to this Note.


 


THIS
NOTE AND ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTEIS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Marie Perry

  	
   

  
	
   

  	
  Name:

  	
    Marie
  Perry

  	
   

  
	
   

  	
  Title:

  	
   
    Vice President and Treasurer

  	
   

  
						



 


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