BLMN-3.29.15_EX10.1




Exhibit 10.1
 EXECUTION VERSION


FOURTH AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL AMENDMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL AMENDMENT (this “Amendment”), dated as of March 31, 2015, among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), OSI HOLDCO, INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as defined in the Credit Agreement referred to below) party hereto, each of the Lenders party hereto (collectively, the “Consenting Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Borrower, Holdings, the lenders party thereto, the Administrative Agent (as successor administrative agent to Deutsche Bank Trust Company Americas) and the other parties thereto have entered into that certain Credit Agreement, dated as of October 26, 2012 (as amended prior to the date hereof, the “Credit Agreement”);
WHEREAS, the Borrower hereby requests a Revolving Commitment Increase in an aggregate principal amount of $225,000,000, in accordance with Section 2.16(a) of the Credit Agreement (the “Revolving Commitment Increase”);
WHEREAS, $216,300,000 of the Revolving Commitment Increase are anticipated to be used by the Borrower to repay $215,000,000 of the outstanding Term B Loans and to pay fees and expenses in connection with this Fourth Amendment;
WHEREAS, subject to the terms of this Amendment, each of the Revolving Credit Lenders party hereto (each an “Incremental Revolving Credit Lender”) is severally willing to provide a portion of the Revolving Commitment Increase;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 
SECTION 1.    Amendments to Credit Agreement.  Effective as of the Fourth Amendment Effective Date and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein, the Credit Agreement is hereby amended as follows:
(a)the definition of “Fourth Amendment Effective Date” is hereby added to Section 1.01 of the Credit Agreement in appropriate alphabetical order to read in its entirety as follows:
“Fourth Amendment Effective Date” means March 31, 2015.
(b)the definition of “Revolving Credit Commitment” is hereby amended by replacing the last sentence of such definition with the following sentence:
“The aggregate Revolving Credit Commitments of all Revolving Credit Lenders on the Fourth Amendment Effective Date shall be $825,000,000, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.”









(c)Section 3.01 of the Credit Agreement is hereby amended by inserting the following new clause (j) at the end of such Section: 
“For purposes of determining withholding Taxes imposed under FATCA, from and after the Fourth Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a ‘grandfathered obligation’ within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i) solely for purposes of determining whether withholding taxes apply under FATCA and regardless of whether the Fourth Amendment to Credit Agreement and Incremental Agreement dated as of March 31, 2015 constitutes a ‘significant modification’ under Treasury Regulations Section 1.1001-3.”
(d)Schedule 2.01 to the Credit Agreement is hereby amended by replacing the column entitled “Revolving Credit Commitment” in its entirety as set forth on the Schedule attached hereto.
SECTION 2.    Revolving Commitment Increase.  


(a)The Administrative Agent and each Incremental Revolving Credit Lender hereby agrees that this Amendment constitutes an Incremental Loan Request pursuant to Section 2.16(a) of the Credit Agreement.


(b)Each Incremental Revolving Credit Lender agrees that, effective as of the Fourth Amendment Effective Date, its respective Revolving Credit Commitment shall be increased by its share of the Revolving Commitment Increase as set forth on Schedule 2.01 hereto. 


(c)On and as of the Fourth Amendment Effective Date, each Incremental Revolving Credit Lender shall be deemed to be a “Incremental Revolving Credit Lender” as defined in the Credit Agreement with a “Revolving Credit Commitment” as defined in the Credit Agreement.


SECTION 3.    Acknowledgement and Confirmation.  Each of the Loan Parties party hereto hereby agrees that with respect to each Loan Document to which it is a party, after giving effect to the Amendment and the transactions contemplated hereunder:
(a)all of its obligations, liabilities and indebtedness under such Loan Document, including guarantee obligations, shall, except as expressly set forth herein or in the Credit Agreement, remain in full force and effect on a continuous basis; and
(b)all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority to the extent provided for in Section 5.19 of the Credit Agreement of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged as collateral security for the Obligations, to the extent provided in such Loan Documents.
SECTION 4.    Conditions of Effectiveness of this Amendment.  This Amendment shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Fourth Amendment Effective Date”): 
(a)The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a 

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Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i)this Amendment, duly executed by Holdings, the Borrower, the Subsidiary Guarantors existing as of the Fourth Amendment Effective Date, the Administrative Agent, and the Incremental Revolving Credit Lenders;
(ii)a replacement Note executed by the Borrower in favor of each Incremental Revolving Credit Lender that has requested a replacement Note at least two (2) Business Days in advance of the Fourth Amendment Effective Date; 
(iii)a certificate of a Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Loan Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and (D) attached thereto is a true, correct and complete copy of such certificates of good standing (including bring down certificates) from the applicable secretary of state of the state of incorporation, organization or formation (or equivalent), as applicable, of each Loan Party; and
(iv)opinion from Ropes & Gray LLP, New York counsel to the Loan Parties substantially in form and substance reasonably satisfactory to the Administrative Agent.
(b)Payment of all fees and expenses of the Administrative Agent and Wells Fargo Securities, LLC, and in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Fourth Amendment Effective Date (except as otherwise reasonably agreed to by the Borrower), required to be paid on the Fourth Amendment Effective Date.
(c)Payment of all fees to the Lenders required to be paid on the Fourth Amendment Effective Date.
(d)The representations and warranties in Section 7 of this Amendment shall be true and correct as of the Fourth Amendment Effective Date. 
For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Fourth Amendment Effective Date specifying its objection thereto.
SECTION 5.    Costs and Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 10.04 of the Credit Agreement to pay and reimburse the Administrative Agent in accordance with the terms thereof.

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SECTION 6.    Remedies. This Amendment shall (a) be deemed to be an “Incremental Amendment” in accordance with Section 2.16(a) of the Credit Agreement and (b) constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 
SECTION 7.    Representations and Warranties. To induce the Administrative Agent and the other Lenders to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent and the other Lenders on and as of the Fourth Amendment Effective Date that, in each case:
(a)the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Fourth Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and 
(b)no Default or Event of Default exists and is continuing.
SECTION 8.    Reference to and Effect on the Credit Agreement and the Loan Documents. 
(a)On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “herein,” “hereto”, “hereof” and “hereunder” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement,  shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b)The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.  Without limiting the generality of the foregoing, the Collateral Documents in effect immediately prior to the date hereof and all of the Collateral described therein in existence immediately prior to the date hereof do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment. 
SECTION 9.    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 10.    Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.
	
							
	 
	 
	OSI RESTAURANT PARTNERS, LLC, as Borrower
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Joseph J. Kadow
	 

	 
	 
	 
	 
	Name: Joseph J. Kadow
	 

	 
	 
	 
	 
	Title: Executive Vice President , Chief Legal Officer

	 
	 
	 
	 
	& Secretary
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	OSI HOLDCO, INC., as Holdings
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Elizabeth Smith
	 

	 
	 
	 
	 
	Name: Elizabeth Smith
	 

	 
	 
	 
	 
	Title: Director
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	BLOOMIN’ BRANDS GIFT CARD SERVICES, LLC
	 

	 
	 
	OS RESTAURANT SERVICES, LLC 
	 

	 
	 
	OUTBACK DESIGNATED PARTNER, LLC
	 

	 
	 
	OUTBACK KANSAS LLC
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: OUTBACK STEAKHOUSE OF FLORIDA, LLC,
	 

	 
	 
	its member
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 

	 
	 
	 
	member
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief Legal Officer

	 
	 
	 
	 
	 
	& Secretary
	 

	 
	 
	 
	 
	 
	 
	 

























OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page












	
									
	 
	 
	BONEFISH GRILL GULF COAST OF LOUISIANA,

	 
	 
	LLC
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: BONEFISH/GULF COAST, LIMITED 

	 
	 
	PARTNERSHIP, its managing member

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: BONEFISH GRILL, LLC, its general

	 
	 
	 
	partner

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By: OSI RESTAURANT PARTNERS,

	 
	 
	 
	 
	LLC, its managing member

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Name: Joseph J. Kadow

	 
	 
	 
	 
	 
	 
	Title: Executive Vice President ,

	 
	 
	 
	 
	 
	 
	Chief Legal Officer

	 
	 
	 
	 
	 
	 
	& Secretary

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	BONEFISH OF BEL AIR, LLC

	 
	 
	BONEFISH GRILL OF FLORIDA, LLC

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: BONEFISH GRILL, LLC, its managing member

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its

	 
	 
	 
	managing member

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President ,
	 
	 

	 
	 
	 
	 
	 
	Chief Legal Officer
	 
	 

	 
	 
	 
	 
	 
	& Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	BONEFISH GRILL, LLC

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its

	 
	 
	managing member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Title: Executive Vice President ,
	 
	 

	 
	 
	 
	 
	Chief Legal Officer & Secretary
	 
	 





OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page














	
									
	 
	 
	BONEFISH KANSAS DESIGNATED PARTNER, 
	 

	 
	 
	LLC
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: BONEFISH KANSAS LLC, its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: BONEFISH GRILL, LLC, its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By: OSI RESTAURANT PARTNERS,
	 
	 

	 
	 
	 
	 
	LLC, its managing member
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Title: Executive Vice President ,
	 

	 
	 
	 
	 
	 
	 
	Chief Legal Officer
	 
	 

	 
	 
	 
	 
	 
	 
	& Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	BONEFISH/ASHEVILLE, LIMITED PARTNERSHIP

	 
	 
	BONEFISH/CAROLINAS, LIMITED PARTNERSHIP

	 
	 
	BONEFISH/COLUMBUS-I, LIMITED

	 
	 
	PARTNERSHIP
	 
	 

	 
	 
	BONEFISH/CRESCENT SPRINGS, LIMITED
	 

	 
	 
	PARTNERSHIP
	 
	 

	 
	 
	BONEFISH/GREENSBORO, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	BONEFISH/GULF COAST, LIMITED PARTNERSHIP

	 
	 
	BONEFISH/HYDE PARK, LIMITED PARTNERSHIP

	 
	 
	BONEFISH/SOUTHERN, LIMITED PARTNERSHIP

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: BONEFISH GRILL, LLC, its general partner
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its

	 
	 
	 
	managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President ,
	 

	 
	 
	 
	 
	 
	Chief Legal Officer & Secretary
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 






      





OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page












	
									
	 
	 
	BONEFISH/SOUTH FLORIDA-I, LIMITED
	 

	 
	 
	PARTNERSHIP
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: BONEFISH GRILL OF FLORIDA, LLC, its
	 

	 
	 
	general partner
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: BONEFISH GRILL, LLC, its managing
	 

	 
	 
	 
	member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By: OSI RESTAURANT PARTNERS,
	 

	 
	 
	 
	 
	LLC, its managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Title: Executive Vice President ,
	 
	 

	 
	 
	 
	 
	 
	 
	Chief Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	BONEFISH BEVERAGES, LLC
	 
	 

	 
	 
	BONEFISH HOLDINGS, LLC
	 
	 

	 
	 
	CIGI BEVERAGES OF TEXAS, LLC
	 
	 

	 
	 
	CIGI HOLDINGS, LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Title: Manager
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	OUTBACK BEVERAGES OF TEXAS, LLC
	 
	 

	 
	 
	OBTEX HOLDINGS, LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Title: Manager
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

























OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page












	
									
	 
	 
	BONEFISH BRANDYWINE, LLC
	 

	 
	 
	BONEFISH DESIGNATED PARTNER, LLC
	 

	 
	 
	BONEFISH KANSAS LLC
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: BONEFISH GRILL, LLC, its member
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 

	 
	 
	 
	managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief Legal Officer

	 
	 
	 
	 
	 
	& Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	BONEFISH GRILL OF FLORIDA DESIGNATED
	 

	 
	 
	PARTNER, LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  BONEFISH GRILL OF FLORIDA, LLC, its
	 
	 

	 
	 
	member
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: BONEFISH GRILL, LLC, its managing
	 
	 

	 
	 
	 
	member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By: OSI RESTAURANT PARTNERS,
	 

	 
	 
	 
	 
	LLC, its managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Title: Executive Vice President , Chief Legal Officer

	 
	 
	 
	 
	& Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 



























OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	BFG NEBRASKA, INC.
	 
	 

	 
	 
	BFG OKLAHOMA, INC.
	 
	 

	 
	 
	BOOMERANG AIR, INC.
	 
	 

	 
	 
	CIGI NEBRSKA, INC.
	 
	 

	 
	 
	CIGI OKLAHOMA, INC.
	 
	 

	 
	 
	OS MANAGEMENT, INC.
	 
	 

	 
	 
	OS MORTGAGE HOLDINGS, INC.
	 
	 

	 
	 
	OSF NEBRASKA, INC.
	 
	 

	 
	 
	OSF OKLAHOMA, INC.
	 
	 

	 
	 
	OUTBACK ALABAMA, INC.
	 
	 

	 
	 
	OUTBACK CATERING, INC.
	 
	 

	 
	 
	OUTBACK & CARABBA’S OF NEW MEXICO, INC.
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David J. Deno
	 
	 

	 
	 
	 
	Name: David J. Deno
	 
	 

	 
	 
	 
	Title: CFO, Executive Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	OSI CO-ISSUER, INC.
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Elizabeth Smith
	 
	 

	 
	 
	 
	Name: Elizabeth Smith
	 
	 

	 
	 
	 
	Title: Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	OS ASSET, INC.
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	Title: Chief Legal Officer, Secretary & President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	CARRABBA’S DESIGNATED PARTNER, LLC
	 
	 

	 
	 
	CARRABBA’S KANSAS LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S ITALIAN GRILL, LLC, its
	 
	 

	 
	 
	member
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief Legal
	 

	 
	 
	 
	 
	 
	Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 





OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page










	
									
	 
	 
	CARRABBA’S ITALIAN GRILL OF HOWARD
	 
	 

	 
	 
	COUNTY, INC.
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Richard Landman
	 
	 

	 
	 
	 
	Name: Richard Landman
	 
	 

	 
	 
	 
	Title: Secretary, Treasurer & President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	CARRABBA’S ITALIAN GRILL, LLC
	 
	 

	 
	 
	OS REALTY, LLC
	 
	 
	 

	 
	 
	OUTBACK STEAKHOUSE OF FLORIDA, LLC
	 
	 

	 
	 
	PRIVATE RESTAURANT MASTER LESSEE, LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	member
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	Title: Executive Vice President , Chief Legal Officer
	 

	 
	 
	 
	& Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	CARRABBA’S KANSAS DESIGNATED PARTNER,
	 
	 

	 
	 
	LLC
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S KANSAS LLC, its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: CARRABBA’S ITALIAN GRILL, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By: OSI RESTAURANT PARTNERS,
	 
	 

	 
	 
	 
	 
	LLC, its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Title: Executive Vice President ,
	 
	 

	 
	 
	 
	 
	 
	 
	Chief Legal Officer
	 
	 

	 
	 
	 
	 
	 
	 
	& Secretary
	 
	 





















OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page












	
									
	 
	 
	CARRABBA’S OF BOWIE, LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S ITALIAN GRILL, LLC, its
	 
	 

	 
	 
	managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief Legal
	 

	 
	 
	 
	 
	 
	Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	CARRABBA’S OF GERMANTOWN, INC.
	 
	 

	 
	 
	CARRABBA’S OF WALDORF, INC.
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S ITALIAN GRILL, LLC, its
	 
	 

	 
	 
	managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its member
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 









































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page






	
									
	 
	 
	CARRABBA’S/BIRMINGHAM 280, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 

	 
	 
	CARRABBA’S/COOL SPRINGS, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	CARRABBA’S/DEERFIELD TOWNSHIP, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	CARRABBA’S/GREEN HILLS, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	CARRABBA’S/LEXINGTON, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	CARRABBA’S/LOUISVILLE, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	CARRABBA’S/METRO, LIMITED PARTNERSHIP
	 
	 

	 
	 
	CARRABBA’S/MICHIGAN, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	CARRABBA’S/MONTGOMERY, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	CARRABBA’S/ROCKY TOP, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S ITALIAN GRILL, LLC, its general
	 

	 
	 
	partner
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S DESIGNATED PARTNER, LLC,
	 
	 

	 
	 
	its general partner
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: CARRABBA’S ITALIAN GRILL, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By: OSI RESTAURANT PARTNERS,
	 
	 

	 
	 
	 
	 
	LLC, its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	 
	Title: Executive Vice President ,
	 
	 

	 
	 
	 
	 
	 
	 
	Chief Legal Officer
	 
	 

	 
	 
	 
	 
	 
	 
	& Secretary
	 
	 





OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page












	
									
	 
	 
	CARRABBA’S/DC-I, LIMITED PARTNERSHIP
	 
	 

	 
	 
	CARRABBA’S/MID ATLANTIC-I, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S ITALIAN GRILL, LLC, its general
	 

	 
	 
	partner
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	CIGI/BFG OF EAST BRUNSWICK PARTNERSHIP
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S ITALIAN GRILL, LLC, its general
	 

	 
	 
	partner
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  BONEFISH GRILL, LLC, its general partner
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 















OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page






	
									
	 
	 
	OUTBACK OF ASPEN HILL, INC.
	 
	 

	 
	 
	OUTBACK OF GERMANTOWN, INC.
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  OUTBACK STEAKHOUSE OF FLORIDA, LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	FREDERICK OUTBACK, INC.
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Stephen S. Newton
	 
	 

	 
	 
	 
	 
	Name: Stephen S. Newton
	 
	 

	 
	 
	 
	 
	Title: Treasurer, President & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	OSF/BFG OF DEPTFORD PARTNERSHIP
	 
	 

	 
	 
	OSF/BFG OF LAWRENCEVILLE PARTNERSHIP
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  OUTBACK STEAKHOUSE OF FLORIDA, LLC,
	 
	 

	 
	 
	its general partner
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  BONEFISH GRILL, LLC, its general partner
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	managing member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 









OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	OSF/CIGI OF EVESHAM PARTNERSHIP
	 
	 

	 
	 
	OUTBACK/CARRABBA’S PARTNERSHIP
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  OUTBACK STEAKHOUSE OF FLORIDA, LLC,
	 
	 

	 
	 
	its general partner
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  CARRABBA’S ITALIAN GRILL, LLC, its general
	 

	 
	 
	partner
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	OUTBACK KANSAS DESIGNATED PARTNER, LLC
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  OUTBACK KANSAS LLC, its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OUTBACK STEAKHOUSE OF
	 
	 

	 
	 
	 
	FLORIDA, LLC, its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By: OSI RESTAURANT PARTNERS,
	 
	 

	 
	 
	 
	 
	LLC, its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President ,
	 
	 

	 
	 
	 
	 
	 
	Chief Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 











OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page






	
									
	 
	 
	OUTBACK STEAKHOUSE WEST VIRGINIA, INC.
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	Title: Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	OUTBACK STEAKHOUSE-NYC, LTD.
	 
	 

	 
	 
	OUTBACK/DC, LIMITED PARTNERSHIP
	 
	 

	 
	 
	OUTBACK/MID ATLANTIC-I, LIMITED
	 
	 

	 
	 
	PARTNERSHIP
	 
	 

	 
	 
	OUTBACK/STONE-II, LIMITED PARTNERSHIP
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  OUTBACK STEAKHOUSE OF FLORIDA, LLC,
	 
	 

	 
	 
	its general partner
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	OUTBACK CATERING DESIGNATED PARTNER,
	 
	 

	 
	 
	LLC
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:  OUTBACK CATERING, INC., its member
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David J. Deno
	 
	 

	 
	 
	 
	 
	Name: David J. Deno
	 
	 

	 
	 
	 
	 
	Title: CFO, Executive Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	OUTBACK OF LAUREL, LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By: OUTBACK STEAKHOUSE OF FLORIDA, LLC,
	 
	 

	 
	 
	the Sole Manager
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: OSI RESTAURANT PARTNERS, LLC, its
	 
	 

	 
	 
	 
	member
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Name: Joseph J. Kadow
	 
	 

	 
	 
	 
	 
	 
	Title: Executive Vice President , Chief
	 
	 

	 
	 
	 
	 
	 
	Legal Officer & Secretary
	 
	 





OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 
	 

	 
	 
	as Administrative Agent, Swing Line Lender, Collateral
	 
	 

	 
	 
	Agent and an L/C Issuer
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Stephen A. Leon
	 
	 

	 
	 
	 
	Name:
	Stephen A. Leon
	 
	 

	 
	 
	 
	Title:
	Managing Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 








 



OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	BANK OF AMERICA, N.A., as an Incremental
	 
	 

	 
	 
	Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Nicholas Cheng
	 
	 

	 
	 
	 
	Name:
	Nicholas Cheng
	 
	 

	 
	 
	 
	Title:
	Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	JPMORGAN CHASE BANK, N.A., as an Incremental
	 
	 

	 
	 
	Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Tony Yung
	 
	 

	 
	 
	 
	Name: Tony Yung
	 
	 

	 
	 
	 
	Title: Executive Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	Citizens Bank National Association,
	 
	 

	 
	 
	as an Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ John P. Dysart
	 
	 

	 
	 
	 
	John P. Dysart
	 
	 

	 
	 
	 
	Sr. Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	HSBC Bank USA, National Association
	 
	 

	 
	 
	as an Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Rafael De Paoli
	 
	 

	 
	 
	 
	Name:
	Rafael De Paoli
	 
	 

	 
	 
	 
	Title:
	Senior Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	Coöperatieve Centrale Raiffeisen-Boerenleenbank
	 
	 

	 
	 
	B.A., “Rabobank Nederland”, New York Branch, as
	 
	 

	 
	 
	an Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Chris Grimes
	 
	 

	 
	 
	 
	Name:
	Chris Grimes
	 
	 

	 
	 
	 
	Title:
	Executive Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Michael T. Harder
	 
	 

	 
	 
	 
	Name:
	Michael T. Harder
	 
	 

	 
	 
	 
	Title:
	Executive Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 





































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	Regions Bank, as an Incremental Revolving Credit
	 
	 

	 
	 
	Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Scott C. Tocci
	 
	 

	 
	 
	 
	Name: Scott C. Tocci
	 
	 

	 
	 
	 
	Title: Managing Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	US Bank, National Association, as an Incremental
	 
	 

	 
	 
	Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Steven L. Sawyer
	 
	 

	 
	 
	 
	Name:
	Steven L. Sawyer
	 
	 

	 
	 
	 
	Title: 
	Senior Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
	 
	 

	 
	 
	as an Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Christine L. Howatt
	 
	 

	 
	 
	 
	Name:
	Christine L. Howatt
	 
	 

	 
	 
	 
	Title: 
	Authorized Signatory
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	Fifth Third Bank, An Ohio Banking Corporation, as an 
	 
	 

	 
	 
	Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ John A. Marian
	 
	 

	 
	 
	 
	Name:
	John A. Marian
	 
	 

	 
	 
	 
	Title: 
	Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	Sumitomo Mitsui Banking Corp.
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David W. Kee
	 
	 

	 
	 
	 
	David W. Kee
	 
	 

	 
	 
	 
	Managing Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 















































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	Cadence Bank NA, as an Incremental Revolving Credit
	 
	 

	 
	 
	Lender
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ John M. Huss
	 
	 

	 
	 
	 
	Name:
	John M. Huss
	 
	 

	 
	 
	 
	Title: 
	Managing Director
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	PNC Bank, N.A as an Incremental Revolving Credit
	 
	 

	 
	 
	Lender
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Oluchi Chuku
	 
	 

	 
	 
	 
	Name: Oluchi Chuku
	 
	 

	 
	 
	 
	Title: Vice President/Assoc RM
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	TD Bank, N.A.,
	 
	 

	 
	 
	as an Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Alan Garson
	 
	 

	 
	 
	 
	Name: Alan Garson
	 
	 

	 
	 
	 
	Title: Senior Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	USAMERIBANK, a Florida banking corporation,
	 
	 

	 
	 
	as an Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Ronald L. Ciganek
	 
	 

	 
	 
	 
	Name: Ronald L. Ciganek
	 
	 

	 
	 
	 
	Title: Senior Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	Florida Community Bank, N.A.,
	 
	 

	 
	 
	as an Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Jonathan Simoens
	 
	 

	 
	 
	 
	Name: Jonathan Simoens
	 
	 

	 
	 
	 
	Title: SVP
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 













































































OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page








	
									
	 
	 
	[First Tennessee Bank, National Association], as an
	 
	 

	 
	 
	Incremental Revolving Credit Lender
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ John R. Schmitt
	 
	 

	 
	 
	 
	Name:
	John R. Schmitt
	 
	 

	 
	 
	 
	Title: 
	Senior Vice President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 







OSI Restaurant Partners LLC
Fourth Amendment to Credit Agreement and Incremental Amendment
Signature Page






Schedule 2.01
(as of the Fourth Amendment Effective Date)
	
		
	Lender
	Revolving Credit Commitment

	Wells Fargo Bank, National Association
	$112,333,333.00

	Bank of America, N.A.
	$85,333,333.00

	JPMorgan Chase Bank, N.A.
	$68,333,333.00

	Citizens Bank, N.A.
	$57,333,333.00

	HSBC Bank USA, National Association
	$57,333,333.00

	Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch
	$57,333,333.00

	U.S. Bank, National Association
	$57,333,333.00

	Regions Bank
	$56,333,333.00

	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	$37,333,333.00

	Fifth Third Bank
	$37,333,333.00

	Morgan Stanley Bank, N.A.
	$20,000,000.00

	Raymond James Bank, N.A.
	$20,000,000.00

	PNC Bank, National Association
	$18,333,334.00

	Sumitomo Mitsui Banking Corporation
	$18,333,334.00

	TD Bank, N.A.
	$18,333,334.00

	USAmeriBank
	$18,333,334.00

	Cadence Bank NA
	$15,333,334.00

	Deutsche Bank AG New York Branch
	$15,000,000.00

	First Tennessee Bank National Association
	$15,000,000.00

	Florida Community Bank, N.A.
	$15,000,000.00

	Goldman Sachs Bank USA
	$15,000,000.00

	Webster Bank, National Association
	$10,000,000.00

	Total
	$825,000,000.00









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