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Exhibit 4.1    
    


EXECUTION
COPY 




BRINKER
INTERNATIONAL, INC. 


Issuer



5.75%
Notes due 2014 




INDENTURE 


Dated
as of May 14, 2004 




CITIBANK,
N.A., 


Trustee 









CROSS-REFERENCE TABLE  



	TIA

Section
 
	 	Indenture

Section

	310	(a)(1)	 	7.10
	 	(a)(2)	 	7.10
	 	(a)(3)	 	N.A.
	 	(a)(4)	 	N.A.
	 	(b)	 	7.08; 7.10
	 	(c)	 	N.A.
	311	(a)	 	7.11
	 	(b)	 	7.11
	 	(c)	 	N.A.
	312	(a)	 	2.05
	 	(b)	 	N.A.
	 	(c)	 	N.A.
	313	(a)	 	7.06
	 	(b)(1)	 	N.A.
	 	(b)(2)	 	7.06
	 	(c)	 	7.06
	 	(d)	 	7.06
	314	(a)	 	10.04
	 	(b)	 	N.A.
	 	(c)(1)	 	10.04
	 	(c)(2)	 	10.04
	 	(c)(3)	 	N.A.
	 	(d)	 	N.A.
	 	(e)	 	10.05
	 	(f)	 	N.A.
	315	(a)	 	7.01
	 	(b)	 	7.05; 10.02
	 	(c)	 	7.01
	 	(d)	 	7.01
	 	(e)	 	6.11
	316	(a)	 	10.06
	 	(a)(1)(A)	 	6.05
	 	(a)(1)(B)	 	6.04
	 	(a)(2)	 	N.A.
	 	(b)	 	6.07
	317	(a)(1)	 	6.08
	 	(a)(2)	 	6.09
	 	(b)	 	2.04
	318	(a)	 	10.01







N.A.
means Not Applicable. 


Note:    This
Cross-Reference Table shall not, for any purpose, be deemed to be part of the Indenture. 








TABLE OF CONTENTS  



	 
	 
	 	Page

	ARTICLE I

  

Definitions and Incorporation by Reference	 	 
	

SECTION 1.01.	

Definitions	
 	

1
	SECTION 1.02.	Other Definitions	 	9
	SECTION 1.03.	Incorporation by Reference of Trust Indenture Act	 	10
	SECTION 1.04.	Rules of Construction	 	10
	

ARTICLE II

  

The Securities	
 	

 
	

SECTION 2.01.	

Form and Dating	
 	

10
	SECTION 2.02.	Execution and Authentication	 	11
	SECTION 2.03.	Registrar and Paying Agent	 	11
	SECTION 2.04.	Paying Agent To Hold Money in Trust	 	11
	SECTION 2.05.	Securityholder Lists	 	12
	SECTION 2.06.	Transfer and Exchange	 	12
	SECTION 2.07.	Replacement Securities	 	12
	SECTION 2.08.	Outstanding Securities	 	12
	SECTION 2.09.	Temporary Securities	 	13
	SECTION 2.10.	Cancelation	 	13
	SECTION 2.11.	Defaulted Interest	 	13
	SECTION 2.12.	CUSIP Numbers	 	13
	SECTION 2.13.	Issuance of Additional Securities	 	13
	

ARTICLE III

  

Redemption	
 	

 
	

SECTION 3.01.	

Notices to Trustee	
 	

14
	SECTION 3.02.	Selection of Securities to be Redeemed	 	14
	SECTION 3.03.	Notice of Redemption	 	14
	SECTION 3.04.	Effect of Notice of Redemption	 	15
	SECTION 3.05.	Deposit of Redemption Price	 	15
	SECTION 3.06.	Securities Redeemed in Part	 	15
	

ARTICLE IV

 

Covenants	
 	

 
	

SECTION 4.01.	

Payment of Securities	
 	

15
	SECTION 4.02.	Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Securities	 	15
	SECTION 4.03.	Appointment to Fill a Vacancy in the Office of Trustee	 	16
	SECTION 4.04.	Provision as to Paying Agent	 	16
	SECTION 4.05.	Maintenance of Corporate Existence	 	17
	SECTION 4.06.	Limitation on Liens	 	17
	SECTION 4.07.	Limitation on Sale and Leaseback Transactions	 	17
	SECTION 4.08.	Compliance Certificate	 	18
	SECTION 4.09.	Further Instruments and Acts	 	18
	SECTION 4.10.	SEC Reports	 	18
	 	 	 	 








 

	

ARTICLE V

  

Successor Company	
 	

 
	

SECTION 5.01.	

When Company May Merge or Transfer Assets	
 	

18
	

ARTICLE VI

  

Defaults and Remedies	
 	

 
	

SECTION 6.01.	

Events of Default	
 	

19
	SECTION 6.02.	Acceleration	 	20
	SECTION 6.03.	Other Remedies	 	21
	SECTION 6.04.	Waiver of Past Defaults	 	21
	SECTION 6.05.	Control by Majority	 	21
	SECTION 6.06.	Limitation on Suits	 	21
	SECTION 6.07.	Rights of Holders to Receive Payment	 	21
	SECTION 6.08.	Collection Suit by Trustee	 	22
	SECTION 6.09.	Trustee May File Proofs of Claim	 	22
	SECTION 6.10.	Priorities	 	22
	SECTION 6.11.	Undertaking for Costs	 	22
	SECTION 6.12.	Waiver of Stay or Extension Laws	 	22
	

ARTICLE VII

  

Trustee	
 	

 
	

SECTION 7.01.	

Duties of Trustee	
 	

23
	SECTION 7.02.	Rights of Trustee	 	23
	SECTION 7.03.	Individual Rights of Trustee	 	24
	SECTION 7.04.	Trustee's Disclaimer	 	24
	SECTION 7.05.	Notice of Defaults	 	24
	SECTION 7.06.	Reports by Trustee to Holders	 	24
	SECTION 7.07.	Compensation and Indemnity	 	25
	SECTION 7.08.	Replacement of Trustee	 	25
	SECTION 7.09.	Successor Trustee by Merger	 	26
	SECTION 7.10.	Eligibility; Disqualification	 	26
	SECTION 7.11.	Preferential Collection of Claims Against Company	 	26
	

ARTICLE VIII

  

Discharge of Indenture; Defeasance	
 	

 
	

SECTION 8.01.	

Discharge of Liability on Securities; Defeasance	
 	

26
	SECTION 8.02.	Conditions to Defeasance	 	27
	SECTION 8.03.	Application of Trust Money	 	28
	SECTION 8.04.	Repayment to Company	 	28
	SECTION 8.05.	Indemnity for U.S. Government Obligations	 	28
	SECTION 8.06.	Reinstatement	 	28
	 	 	 	 



ii







 

	

ARTICLE IX

  

Amendments	
 	

 
	

SECTION 9.01.	

Without Consent of Holders	
 	

29
	SECTION 9.02.	With Consent of Holders	 	29
	SECTION 9.03.	Compliance with Trust Indenture Act	 	30
	SECTION 9.04.	Revocation and Effect of Consents and Waivers	 	30
	SECTION 9.05.	Notation on or Exchange of Securities	 	30
	SECTION 9.06.	Trustee To Sign Amendments	 	30
	SECTION 9.07.	Payment for Consent	 	30
	

ARTICLE X

  

Miscellaneous	
 	

 
	

SECTION 10.01.	

Trust Indenture Act Controls	
 	

31
	SECTION 10.02.	Notices	 	31
	SECTION 10.03.	Communication by Holders with other Holders	 	31
	SECTION 10.04.	Certificate and Opinion as to Conditions Precedent	 	31
	SECTION 10.05.	Statements Required in Certificate or Opinion	 	32
	SECTION 10.06.	When Securities Disregarded	 	32
	SECTION 10.07.	Rules by Trustee, Paying Agent and Registrar	 	32
	SECTION 10.08.	Legal Holidays	 	32
	SECTION 10.09.	Governing Law	 	32
	SECTION 10.10.	No Recourse Against Others	 	32
	SECTION 10.11.	Successors	 	32
	SECTION 10.12.	Multiple Originals	 	32
	SECTION 10.13.	Table of Contents; Headings	 	32





Rule 144A/Regulation S
Appendix 


iii









INDENTURE DATED AS OF MAY 14, 2004,

BETWEEN BRINKER INTERNATIONAL, INC., A 

DELAWARE CORPORATION (THE "COMPANY"), AND

CITIBANK, N.A., A BANKING ASSOCIATION ORGANIZED

UNDER THE LAWS OF THE UNITED STATES, AS

TRUSTEE (THE "TRUSTEE"). 


        Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's 5.75% Notes due 2014. 


ARTICLE I  


Definitions and Incorporation by Reference  


        SECTION
1.01.    Definitions.    


        "Additional
Securities" means 5.75% Notes due 2014 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09
or 3.06 of this Indenture and other than Exchange Securities or Private Exchange Securities issued pursuant to an exchange offer for other Securities Outstanding under this Indenture). 


        "Affiliate"
means, as applied to any Person, (i) any other Person, directly or indirectly, Controlling or Controlled by or under direct or indirect common Control with such
specified Person or (ii) any Person who is a director or officer (A) of such Person, (B) of any Subsidiary of such Person or (C) of any Person described in
clause (i) above. 


        "Attributable
Debt" in respect of a Sale and Leaseback Transaction means, at any date of determination, 



        (a)   if
such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of "Capital Lease Obligation",
and 


        (b)   in
all other instances, the present value (discounted at the interest rate borne by the Securities, compounded annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). 




        "Board
of Directors" means the board of directors of the Company or any committee thereof, duly authorized to act on behalf of such Board of Directors. 


        "Board
Resolution" means a copy of a resolution certified by the Secretary or Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification. 


        "Business
Day" means a day other than a Legal Holiday. 


        "Capital
Lease Obligation" means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. 


        "Capital
Stock" means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other
participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest. 


        "Code"
means the Internal Revenue Code of 1986, as amended. 







 



        "Commodity
Price Protection Agreement" means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement
designed to protect such Person against fluctuations in commodity prices. 



        "Company"
means Brinker International, Inc., a Delaware corporation, until a successor replaces it and thereafter means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the Securities. 


        "Comparable
Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities. 


        "Comparable
Treasury Price" means, with respect to any redemption date: 



        (a)   the
average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the most recently published statistical release designated "H.15(519)" (or any successor release) published by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities" or 



        (b)   if
such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations
for such redemption date. 




        "Consolidated
Current Liabilities" means, as of any date of determination, the aggregate amount of liabilities of the Company and its consolidated Subsidiaries which may properly be
classified as current liabilities (including taxes accrued as estimated), after eliminating: 



        (a)   all
intercompany items between the Company and any Subsidiary or between Subsidiaries, and 


        (b)   all
current maturities of long-term Debt. 




        "Consolidated
Net Tangible Assets" means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated
Subsidiaries as the total assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and
its Subsidiaries, after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the amounts of (without duplication): 



        (a)   the
excess of cost over fair market value of assets or businesses acquired; 


        (b)   any
downward revaluation or other write-up in book value of assets subsequent to the last day of the fiscal quarter of the Company immediately preceding the
Issue Date as a result of a change in the method of valuation in accordance with GAAP; 



        (c)   unamortized
debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items; 


        (d)   minority
interests in consolidated Subsidiaries held by Persons other than the Company or any Subsidiary; 


        (e)   treasury
stock; and 



2







 




        (f)    cash
or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent
such obligation is not reflected in Consolidated Current Liabilities. 




        "Control"
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of
voting securities, by contract or otherwise, and the terms "Controlled" and "Controlling" shall have the meanings correlative thereto. 



        "Currency
Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement
designed to protect such Person against fluctuations in currency exchange rates. 


        "Debt"
means, with respect to any Person on any date of determination (without duplication): 



        (a)   the
principal of and premium (if any) in respect of: 



        (1)   debt
of such Person for money borrowed, and 


        (2)   debt
evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; 




        (b)   all
Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person; 


        (c)   all
obligations of such Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such
Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); 



        (d)   all
obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction (other than obligations
with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for
reimbursement following payment on the letter of credit); 


        (e)   all
obligations of the type referred to in clauses (a) through (d) of other Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; 


        (f)    all
obligations of the type referred to in clauses (a) through (e) of other Persons secured by any Lien on any Property of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such Property or the amount of the obligation so secured; and 



        (g)   to
the extent not otherwise included in this definition, the notional amount of Hedging Obligations of such Person. 




        Notwithstanding
the foregoing, in connection with the purchase by the Company or any Subsidiary of any business, the term "Debt" will exclude post-closing payment adjustments
to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing;  provided,
however, that, at the time of closing, the amount of any such payment is not determinable and,
to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter. 


3







 

        "Default"
means any event which is, or after notice or passage of time or both would be, an Event of Default. 


        "Depositary"
means The Depository Trust Company, its nominees and their respective successors. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 


        "Fair
Market Value" means, with respect to any Property, the price that could be negotiated in an arm's-length free market transaction, for cash, between a willing seller and a willing
buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided, 



        (a)   if
such Property has a Fair Market Value equal to or less than $5.0 million, by any Officer of the Company, or 



        (b)   if
such Property has a Fair Market Value in excess of $5.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within
30 days of the relevant transaction, delivered to the Trustee. 




        "GAAP"
means United States generally accepted accounting principles as in effect on the Issue Date, including those set forth: 



        (a)   in
the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, 


        (b)   in
the statements and pronouncements of the Financial Accounting Standards Board, 


        (c)   in
such other statements by such other entity as approved by a significant segment of the accounting profession, and 


        (d)   the
rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed
pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. 




        "Governmental
Authority" means any nation or government, any state or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government. 


        "Guarantee"
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person: 



        (a)   to
purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or
by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or 


        (b)   entered
into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part); 




provided, however, that the term "Guarantee" shall not include: 




        (1)   endorsements
for collection or deposit in the ordinary course of business, or 


        (2)   a
contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute an Investment by the Company or a
Subsidiary in any Person if as a result of such Investment such Person is merged or 




4







 





consolidated
with or into, or transfers or conveys all or substantially all its Property to, the Company or a Subsidiary, provided that such Person's
primary business is a Related Business. 





The
term "Guarantee" used as a verb has a corresponding meaning. The term "Guarantor" shall mean any Person Guaranteeing any obligation. 



        "Hedging
Obligation" of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection
Agreement or any other similar agreement or arrangement. 


        "Holder"
or "Securityholder" means a Person in whose name a Security is registered on the Registrar's books. 


        "Incur"
means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become
liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and "Incurrence" and
"Incurred" shall have meanings correlative to the foregoing); provided, however, that any Debt or other
obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time
it becomes a Subsidiary. 


        "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the Company after consultation with the Trustee. 


        "Indenture"
means this Indenture as amended or supplemented from time to time. 


        "Interest
Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to
protect against fluctuations in interest rates. 


        "Investment"
by any Person means any direct or indirect loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance
sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or
use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued
by, any other Person. In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such
Investment. 


        "Issue
Date" means May 14, 2004. 


        "Lien"
means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement
(other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the
foregoing or any Sale and Leaseback Transaction). 


        "Officer"
means the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer or any Executive Vice President of the Company. 


        "Officers'
Certificate" means a certificate signed by two Officers, at least one of whom shall be the principal executive officer or principal financial officer of the Company, that
complies with Sections 10.04 and 10.05 of this Indenture and is delivered to the Trustee. 


5







 



        "Opinion
of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee and that complies with Sections 10.04 and 10.05 of this Indenture and is delivered to the
Trustee. The counsel may be an employee of or counsel to the Company. 


        "Outstanding"
means, subject to certain exceptions, all Securities issued under the Indenture, except those theretofore canceled by the Trustee or delivered to it for cancelation,
defeased in accordance with the Indenture, paid in full, or in respect of which substitute Securities have been authenticated and delivered by the Trustee. 


        "Permitted
Liens" means: 



        (a)   Liens
to secure Debt in respect of Purchase Money Debt, provided that the aggregate principal amount of such Debt does
not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased; provided further that any such
Lien may not extend to any Property of the Company or any Subsidiary, other than the Property acquired, constructed or leased with the proceeds of such Debt and any improvements or accessions to such
Property; 


        (b)   Liens
for taxes, assessments or governmental charges or levies on the Property of the Company or any Subsidiary if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded,  provided that any reserve or other appropriate
provision that shall be required in conformity with GAAP shall have been made therefor; 



        (c)   Liens
imposed by law, such as carriers', warehousemen's and mechanics' Liens and other similar Liens, on the Property of the Company or any Subsidiary arising in the
ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings; 


        (d)   Liens
on the Property of the Company or any Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or
regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in
each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the
aggregate impair in any material respect the use of Property in the operation of the business of the Company and the Subsidiaries taken as a whole; 


        (e)   Liens
on Property at the time the Company or any Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into the
Company or any Subsidiary; provided, however, that any such Lien may not extend to any other Property of
the Company or any Subsidiary; provided further, however, that such Liens shall not have been Incurred
in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Subsidiary; 


        (f)    Liens
on the Property of a Person at the time such Person becomes a Subsidiary; provided,  however, that any such Lien may not extend to any other Property of the
Company or any other Subsidiary that is not a direct Subsidiary of such Person;  provided further, however, that any such Lien was not Incurred in
anticipation of or in connection with
the transaction or series of transactions pursuant to which such Person became a Subsidiary; 



        (g)   pledges
or deposits by the Company or any Subsidiary under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any Subsidiary is party, or deposits to secure public or statutory obligations of the
Company or any 



6







 




Subsidiary,
or deposits for the payment of rent, in each case Incurred in the ordinary course of business; 



        (h)   utility
easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of
a similar character; 


        (i)    Liens
existing on the Issue Date not otherwise described in clauses (a) through (h) above; 


        (j)    Liens
on the Property of the Company or any Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (a),
(e), (f) or (i) above; provided, however, that any such Lien shall be limited to all or
part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by such Lien shall not
be increased to an amount greater than the sum of: 



        (1)   the
outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (a), (e), (f) or (i) 
above, as the case may be, at the time the original Lien became a Permitted Lien under the Indenture, and 



        (2)   an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or such Subsidiary in connection with such
Refinancing; and 




        (k)   Liens
not otherwise permitted by clauses (a) through (j) above encumbering assets having an aggregate Fair Market Value not in excess of 15% of
Consolidated Net Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter ending at least 45 days prior to the date
any such Lien shall be Incurred. 




        For
purposes of this definition, the term "Debt" shall be deemed to include interest on such Debt. 



        "Person"
means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or
any agency or political subdivision thereof or any other entity. 


        "Preferred
Stock" means any Capital Stock of a Person, however designated, that entitles the holder thereof to a preference with respect to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person. 


        "pro
forma" means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of
Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors after consultation with the independent certified public accountants of
the Company, or otherwise a calculation made in good faith by the Board of Directors after consultation with the independent certified public accountants of the Company, as the case may be. 


        "principal"
of a Security means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time. 


        "Property"
means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital
Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the Indenture, the value of any Property shall be its Fair Market Value. 


        "Purchase
Money Debt" means Debt: 



        (a)   consisting
of the deferred purchase price of property, conditional sale obligations, obligations under any title retention arrangement, other purchase money obligations
and 



7







 

obligations
in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed, and 


        (b)   Incurred
to finance the acquisition, construction or lease by the Company or a Subsidiary of such Property, including additions and improvements thereto; 




provided, however, that such Debt is Incurred within 180 days after the acquisition, construction
or lease of such Property by the Company or such Subsidiary. 


        "Reference
Treasury Dealer" means Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and their respective successors;  provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer. 


        "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 


        "Refinance"
means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement
for, such Debt. "Refinanced" and "Refinancing" shall have correlative meanings. 



        "Related
Business" means any business that is related, ancillary or complementary to the businesses of the Company and the Subsidiaries on the Issue Date. 


        "Sale
and Leaseback Transaction" means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Subsidiary transfers such Property
to another Person and the Company or a Subsidiary leases it from such Person. 


        "SEC"
means the Securities and Exchange Commission. 


        "Securities"
means the Initial Securities, the Exchange Securities, the Private Exchange Securities and Additional Securities issued under this Indenture. 


        "Securities
Act" means the Securities Act of 1933, as amended. 


        "Significant
Subsidiary" means any Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC. 


        "Stated
Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred). 


        "Subsidiary"
means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of
which a majority of the total voting power of the Voting Stock is at the time owned or Controlled, directly or indirectly, by: 



        (a)   such
Person, 


        (b)   such
Person and one or more Subsidiaries of such Person, or 


        (c)   one
or more Subsidiaries of such Person. 




        "TIA"
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in
Section 9.03 hereof. 


8







 

        "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually,
assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 


        "Trustee"
means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 


        "Trust
Officer" means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 


        "Uniform
Commercial Code" means the New York Uniform Commercial Code as in effect from time to time. 


        "U.S.
Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option. 


        "Voting
Stock" of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard
to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 


        "Wholly
Owned Subsidiary" means, at any time, a Subsidiary all the Voting Stock of which (except directors' qualifying shares) is at such time owned, directly or indirectly, by the
Company and its other Wholly Owned Subsidiaries. 


        SECTION
1.02.    Other Definitions.    



	Term
 
	 	Defined in

Section

	"Agent Member"	 	Appendix
	"Authenticating Agent"	 	2.02
	"Bankruptcy Law"	 	6.01
	"covenant defeasance option"	 	8.01(b)
	"cross acceleration provision"	 	6.01
	"Custodian"	 	6.01
	"Event of Default"	 	6.01
	"Global Security"	 	Appendix
	"Initial Lien"	 	4.06
	"Initial Securities	 	Appendix
	"judgment default provision"	 	6.01
	"legal defeasance option"	 	8.01(b)
	"Legal Holiday"	 	10.08
	"Paying Agent"	 	2.03
	"Private Exchange Securities"	 	Appendix
	"Registrar"	 	2.03
	"Surviving Person"	 	5.01
	"Transfer Restricted Securities"	 	Appendix





9









   
        SECTION 1.03.    Incorporation by Reference of Trust Indenture Act.    This Indenture is subject to the mandatory
provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 



        "Commission"
means the SEC. 


        "indenture
securities" means the Securities. 


        "indenture
securityholder" means a Securityholder. 


        "indenture
to be qualified" means this Indenture. 


        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the indenture securities means the Company and any other obligor on the indenture securities. 




        All
other TIA terms used in this Indenture that are defined by the TIA, defined by the TIA by reference to another statute or defined by an SEC rule have the meanings assigned to them by
such definitions. 


        SECTION
1.04.    Rules of Construction.    Unless the context otherwise requires: 



        (i)    a
term has the meaning assigned to it; 


        (ii)   an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 


        (iii)  "including"
means including without limitation; 


        (iv)  "or"
is not exclusive; 


        (v)   words
in the singular include the plural and words in the plural include the singular; 


        (vi)  the
principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of
the issuer dated such date prepared in accordance with GAAP; and 


        (vii) all
references to the date the Securities were originally issued shall refer to the Issue Date. 



ARTICLE II  


The Securities  


        SECTION
2.01.    Form and Dating.    Provisions relating to the Initial Securities, the Private Exchange Securities
and the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the "Appendix") the terms and provisions of which are hereby incorporated in and
expressly made part of this Indenture. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix, the terms and
provisions of which are hereby incorporated in and expressly made part of this Indenture. The Exchange Securities, the Private Exchange Securities and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A attached hereto, the terms and provisions of which are hereby incorporated in and expressly made part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms of the Securities set forth in the Appendix and Exhibit A are part of the terms of this
Indenture. 


10







 

        SECTION
2.02.    Execution and Authentication.    Two Officers shall sign the Securities for the Company by manual or
facsimile signature. 


        If
an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 


        A
Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence
that such Security has been duly and validly authenticated and issued under this Indenture. 


        The
Trustee shall authenticate and make available for delivery the Securities as set forth in the Appendix. 



        The
Trustee may appoint an agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, any
such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An
Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 


        SECTION
2.03.    Registrar and Paying Agent.    The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Securities may be presented for payment (the "Paying Agent"). The Registrar shall keep a register
of the Securities and of their transfer and exchange. The Company may have one or more Co-Registrars and one or more additional Paying Agents. The term "Paying Agent" includes any
additional Paying Agent. 


        The
Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms
of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of each such agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any
Wholly Owned Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company may remove any
Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided,  however, that no such removal shall become
effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall
serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Paying Agent or the Registrar may resign as such upon 30 days'
prior written notice to the Company and the Trustee; upon resignation of any Paying Agent or Registrar, the Company shall appoint a successor Paying Agent or Registrar, as the case may be, no later
than 30 days thereafter and shall provide notice in writing to the Trustee of such successor Paying Agent or Registrar. 


        The
Company initially appoints the Trustee as Registrar and Paying Agent for the Securities. 


        SECTION
2.04.    Paying Agent To Hold Money in Trust.    Prior to each day on which any principal of or interest on
any Security is due and payable, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal or interest when due. The Company shall require each Paying Agent (other than
the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on
the Securities and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Company at any time may require a 


11







 



Paying
Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.04, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the
Company, the Trustee shall serve as Paying Agent for the Securities. 


        SECTION
2.05.    Securityholder Lists.    The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least seven Business
Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders. 


        SECTION
2.06.    Transfer and Exchange.    The Securities shall be issued in registered form and shall be transferable
only upon the surrender of a Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to
register a transfer, the Registrar shall register the transfer as requested if the requirements for this Indenture are met. When Securities are presented the Securities shall be issued in registered
form and shall be transferable only upon the surrender of a Security for registration to transfer. When Securities are presented to the Registrar or a co-registrar with a request to
exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. 


        SECTION
2.07.    Replacement Securities.    If a mutilated Security is surrendered to the Registrar or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the Holder satisfies any
reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security. 


        Every
replacement Security is an additional obligation of the Company under this Indenture. 


        The
provisions of this Section 2.07 are exclusive and shall exclude (to the extent lawful) all other rights and remedies with respect to replacement or repayment of mutilated,
lost, destroyed or wrongfully taken Securities. 


        SECTION
2.08.    Outstanding Securities.    Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancelation and those described in this Section 2.08 as not outstanding. Subject to the provisions of Section 10.06, a
Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 


        If
a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is
held by a protected purchaser (as such term is defined in Section 8-303 of the Uniform Commercial Code). 


        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or at Stated Maturity money sufficient to pay all principal and interest
payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue. 


12







 



        SECTION
2.09.    Temporary Securities.    Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate
for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities, in the name of the Holder, and deliver them to the Holder in
exchange for temporary Securities representing an equal principal amount in authorized
denominations. Until so exchanged, the Holder of a temporary Security shall be in all respects entitled to the same benefits as a Holder of definitive Securities. 


        SECTION
2.10.    Cancelation.    The Company at any time may deliver Securities to the Trustee for cancelation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose
of in accordance with customary procedures (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancelation
and deliver a certificate of such disposal to the Company unless the Company directs the Trustee in writing to deliver canceled Securities to the Company. The Company may not issue new Securities to
replace Securities it has redeemed, paid or delivered to the Trustee for cancelation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of
this Indenture. 


        SECTION
2.11.    Defaulted Interest.    If the Company defaults in a payment of interest on the Securities, the
Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the Persons who are
Securityholders on a subsequent special record date. The Company shall fix or cause to be fixed (or upon the Company's failure to do so the Trustee shall fix pursuant to a written instruction of
Holders of at least a majority in principal amount of the Securities) any such special record date and payment date to the reasonable satisfaction of the Trustee, which specified record date shall not
be less than 10 days prior to the payment date for such defaulted interest, and shall promptly mail or cause to be mailed to each Securityholder a notice that states the special record date,
the payment date and the amount of defaulted interest to be paid. 



        SECTION
2.12.    CUSIP Numbers.    The Company in issuing the Securities may use "CUSIP" numbers (if then generally in
use) and, if so, the Trustee shall use "CUSIP" numbers in notices as a convenience to Holders; provided,  however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or as
contained in any notice and that reliance may be placed only on the other identification numbers printed on the Securities, and no redemption shall be affected by any defect in or omission of such
numbers. 


        SECTION
2.13.    Issuance of Additional Securities.    The Company shall be entitled to issue Additional Securities
under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and, if appropriate, the issue price. The
Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all
purposes under this Indenture. 



        With
respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to
the Trustee, the following information: 



        (i)    the
aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; 



13







 

        (ii)   the
issue price, the issue date and the CUSIP number of such Additional Securities; provided,  however, that no Additional Securities may be issued unless such
Additional Securities are fungible in all respects for U.S. Federal income tax purposes
with the Securities then outstanding; 


        (iii)  whether
such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture
or shall be issued in the form of Exchange Securities as set forth in Exhibit A; and 


        (iv)  that
the Company has complied with this Section 2.13. 



ARTICLE III  


Redemption  


        SECTION
3.01.    Notices to Trustee.    If the Company elects to redeem Securities pursuant to paragraph 5 of
the Securities as set forth in Exhibit 1 to the Appendix, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of
the Securities pursuant to which the redemption will occur. 


        The
Company shall give each notice to the Trustee provided for in this Section at least 40 days before the redemption date unless the Trustee consents to a shorter period. Such
notice shall be accompanied by an Officers' Certificate and an Opinion of Counsel to the effect that such redemption will comply with the conditions herein. 


        SECTION
3.02.    Selection of Securities to be Redeemed.    If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities to be redeemed by a method that complies with
applicable legal and securities exchange requirements, if any, and that the Trustee in its sole discretion shall deem to be fair and appropriate and in accordance with methods generally used at the
time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection from Outstanding Securities not previously called for redemption. Securities and portions of them that
the Trustee selects shall be in principal amounts of $1,000 or a whole multiple of $1,000. The Trustee may select for redemption portions of the principal of Securities that have denominations larger
than $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of
the Securities or portions of Securities to be redeemed. 


        SECTION
3.03.    Notice of Redemption.    At least 30 days but not more than 60 days before a date for
redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder's registered address. 



        The
notice shall identify the Securities to be redeemed and shall state: 



        (i)    the
redemption date; 


        (ii)   a
description of how the redemption price will be calculated; 


        (iii)  the
name and address of the Paying Agent; 


        (iv)  that
Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; 



        (v)   if
fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed; 


        (vi)  that,
unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the
redemption date; and 



14







 




        (vii) that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. 




        At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense. In such event, the Company shall provide the Trustee with
the information required by this Section. 


        SECTION
3.04.    Effect of Notice of Redemption.    Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption price calculated as stated in the notice. The actual redemption price must be set forth in an Officers' Certificate
delivered to the Trustee no later than two Business Days prior to the redemption date. Upon surrender to the Paying Agent, such Securities shall be paid at the price stated in the Officers'
Certificate, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date). Failure
to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 


        SECTION
3.05.    Deposit of Redemption Price.    Prior to the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be
redeemed on such date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the Trustee for cancelation. On or after the redemption date,
interest shall cease to accrue on Securities or portions thereof called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued
but unpaid interest, if any, on the Securities to be redeemed. 


        SECTION
3.06.    Securities Redeemed in Part.    Upon surrender of a Security that is redeemed in part, the Company
shall execute and the Trustee shall authenticate for the Holder (at the Company's expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 


ARTICLE IV  


Covenants  


        SECTION
4.01.    Payment of Securities.    The Company shall promptly pay the principal of and interest on the
Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the
Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due. 


        Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes
imposed by applicable law from principal or interest payments hereunder. 


        The
Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and subject to Section 2.11, it shall pay interest on overdue installments of
interest at the same rate to the extent lawful. 


        SECTION
4.02.    Maintenance of Office or Agency For Registration of Transfer, Exchange and Payment of
Securities.    So long as any of the Securities shall remain outstanding, the Company shall maintain an office or agency in the Borough of Manhattan, The City of New
York, State of New York, where the Securities may be surrendered for exchange or registration of transfer as in this Indenture provided, and where notices and demands to or upon the Company in respect
to the Securities may be served, and where the Securities may be presented or surrendered for payment. The Company may also 


15







 



from
time to time designate one or more other offices or agencies where Securities may be presented or surrendered for any and all such purposes and may from time to time rescind such designations;  provided,
however, that no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, State of New York for such purposes. The Company shall give to the Trustee prompt written notice of the
location of any such office or agency and of any change of location thereof. The Company initially appoints the Trustee, 111 Wall St., 15th Floor, New York, NY 10005, Attention:
Agency & Trust Services for each of said purposes. In case the Company shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the
location thereof, such surrenders, presentations and demands may be made and notices may be served at the principal office of the Trustee, and the Company hereby appoints the Trustee its agent to
receive at the aforesaid office all such surrenders, presentations, notices and demands. The Trustee shall give the Company prompt notice of any change in location of the Trustee's principal office. 


        SECTION
4.03.    Appointment to Fill a Vacancy in the Office of Trustee.    The Company, whenever necessary to avoid
or fill a vacancy in the office of Trustee, shall appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder. 


        SECTION
4.04.    Provision as to Paying Agent.    (a)  If the Company shall appoint a Paying Agent other
than the Trustee, it shall cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall undertake, subject to the provisions of this Section 4.04, 



        (i)    that
it shall hold all sums held by it as such agent for the payment of the principal of or interest on the Securities such sums which have been paid to it by the
Company (or by any other obligor on the Securities) in trust for the benefit of the Holders of the Securities and shall notify the Trustee of the receipt of sums to be so held, 


        (ii)   that
it shall give the Trustee notice of any failure by the Company (or by any other obligor on the Securities) to make any payment of the principal of or interest on
the Securities when the same shall be due and payable, 


        (iii)  that
it shall at any time during the continuance of any Event of Default specified in Section 6.01(1) or 6.01(2), upon the written request of the Trustee,
deliver to the Trustee all sums so held in trust by it, and 


        (iv)  acknowledge,
accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. 




        (b)   If
the Company shall not act as its own Paying Agent, it shall, by the opening of business (New York City time) on each due date of the principal and interest on any
Security, deposit with such Paying Agent a sum in same day funds sufficient to pay the principal of or interest so becoming due, such sum to be held in trust for the benefit of the holders of
Securities entitled to such principal of or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its failure so to act. 


        (c)   If
the Company shall act as its own Paying Agent, it shall, by the opening of business (New York City time) on each due date of the principal and interest on any
Security, set aside, segregate and hold in trust for the benefit of the persons entitled thereto, a sum sufficient to pay such principal or interest so becoming due and shall notify the Trustee of any
failure to take such action. 


        (d)   Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any Paying Agent hereunder, as required by this Section 4.04, such sums to be held by
the Trustee upon the trusts herein contained. 


16







 



        (e)   Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject to the
provisions of Sections 8.04 and 8.06. 


        SECTION
4.05.    Maintenance of Corporate Existence.    So long as any of the Securities shall remain outstanding, the
Company shall at all times (except as otherwise provided or permitted elsewhere in this Indenture) do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence and franchises. 


        SECTION
4.06.    Limitation on Liens.    The Company shall not, and shall not permit any Subsidiary to, directly or
indirectly, Incur or suffer to exist, any Lien (the "Initial Lien"), other than Permitted Liens, upon any of its Property (including Capital Stock of a Subsidiary), whether owned at the Issue Date or
thereafter acquired, or any interest therein or any income or profits therefrom, securing any Debt, unless it has made or will make effective provision whereby the Securities will be secured by such
Lien equally and ratably with (or prior to) all other Debt of the Company or any Subsidiary secured by such Lien. Any Lien created for the benefit of the holders of the Securities pursuant to the
preceding sentence shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon release and discharge of the Initial Lien. 



        SECTION
4.07.    Limitation on Sale and Leaseback Transactions.    The Company shall not, and shall not permit any
Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless: 



        (a)   the
Company or such Subsidiary would otherwise be entitled to issue, assume or Guarantee Debt secured by a Lien on such Property without equally and ratably securing the
Securities; or 



        (b)   the
Company applies, within 180 days after the effective date of the Sale and Leaseback Transaction, an amount equal to the net proceeds received by the Company
or any Subsidiary in connection with such sale to: 



        (i)    the
acquisition of Property owned by the Company or such Subsidiary; or 


        (ii)   the
retirement of outstanding Securities; or 


        (iii)  the
repayment of Debt other than subordinated Debt; or 




        (c)   after
giving effect thereto, the aggregate amount of secured Debt Incurred after the Issue Date (not including secured Debt permitted under the specific exceptions
listed above) and the aggregate Attributable Debt with respect to the Sale and Leaseback Transactions entered into after the Issue Date (other than those permitted under the specific exceptions listed
below) does not exceed 15% of the Consolidated Net Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter ending at least
45 days prior to the date of any such Sale and Leaseback Transaction. 




        The
foregoing restrictions will not apply to Sale and Leaseback Transactions: 



        (a)   providing
for a lease for a term, including any renewals, of not more than three years, by the end of which term it is intended that the use of such Property by the
lessee will be discontinued; 


        (b)   between
the Company and a Subsidiary or between Subsidiaries; 


        (c)   between
the Company and a Subsidiary and a joint venture in which the Company has an interest; or 


        (d)   primarily
for the purpose of financing the acquisition, development or construction of restaurants by the Company's franchisees. 



17









   
        SECTION 4.08.    Compliance Certificate.    The Company shall deliver to the Trustee within 120 days after the
end of each fiscal year of the Company an Officers' Certificate stating that in the course of the performance by the signatories of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the
Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). 


        SECTION
4.09.    Further Instruments and Acts.    Upon request of the Trustee, the Company shall execute and deliver
such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 


        SECTION
4.10.    SEC Reports.    Notwithstanding that the Company may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (so long as permitted by the SEC) and furnish to the Trustee and Securityholders (unless publicly available via the
SEC's EDGAR system, in which case the Company shall have no such obligation to the Trustee and Securityholders) such annual reports and such information, documents and other reports as are specified
in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and furnished at the times
specified for the filing of such information, documents and reports under such Sections. In addition, at any time that the Company is neither subject to Section 13 or 15(d) of the Exchange Act,
nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company shall furnish to the Holders of the Initial Securities and to prospective investors in such
Initial Securities, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely
transferable under the Securities Act. The Company also shall comply with the other provisions of TIA § 314(a). 


ARTICLE V  


Successor Company  


        SECTION
5.01.    When Company May Merge or Transfer Assets.    The Company shall not merge, consolidate or amalgamate
with or into any other Person (other than a merger of a Wholly Owned Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all the Property
of the Company and the Subsidiaries in any one transaction or series of transactions unless: 



        (a)   the
Company shall be the surviving Person (the "Surviving Person") or the Surviving Person (if other than the Company) formed by such merger, consolidation or
amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any
State thereof or the District of Columbia; 


        (b)   the
Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee
by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Securities, according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of the Indenture to be performed by the Company; 


        (c)   in
the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, such Property shall have
been transferred as an entirety or virtually as an entirety to one Person; 



        (d)   immediately
before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d), any
Debt that becomes, or is 



18







 




anticipated
to become, an obligation of the Surviving Person or any Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such
Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; 



        (e)   the
Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an
Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent provided for in the
Indenture relating to such transaction have been satisfied; and 


        (f)    the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax
purposes as a result of such transaction or series of transactions and will be subject to U.S. Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such transaction or series of transactions had not occurred. 




        The
Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under the Indenture, but the predecessor company in the case of: 



        (a)   a
sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of the
Company and the Subsidiaries as an entirety or virtually as an entirety), or 


        (b)   a
lease, 




shall
not be released from any obligation to pay the principal of and interest on the Securities. 


ARTICLE VI  


Defaults and Remedies  


        SECTION
6.01.    Events of Default.    An "Event of Default" occurs if: 



        (1)   the
Company defaults in any payment of interest on any Security when the same becomes due and payable and such default continues for a period of 30 days; 


        (2)   the
Company defaults in the payment of the principal of any Security when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption,
optional redemption or otherwise; 


        (3)   the
Company fails to comply with Section 5.01; 


        (4)   the
Company fails to comply with any other of its agreements in the Securities or this Indenture (other than those referred to in clauses (1), (2) or
(3) above) and such failure continues for 30 days after written notice is given to the Company as specified below; 


        (5)   any
default under any Debt by the Company or any of its Subsidiaries that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at
maturity, in an aggregate amount greater than $40.0 million or its foreign currency equivalent at the time (the "cross acceleration provision"); 


        (6)   any
judgment or judgments for the payment of money in an aggregate amount in excess of $40.0 million (or its foreign currency equivalent at the time) that shall
be rendered against the Company or any of its Subsidiaries and that shall not be waived, satisfied or discharged for any period of 30 consecutive days during which a stay of enforcement shall not be
in effect (the "judgment default provision"); and 



19







 




        (7)   the
Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 



        (A)  commences
a voluntary case; 


        (B)  consents
to the entry of an order for relief against it in an involuntary case; 


        (C)  consents
to the appointment of a Custodian of it or for any substantial part of its Property; or 


        (D)  makes
a general assignment for the benefit of its creditors; 




or
takes any comparable action under any foreign laws relating to insolvency; or 


        (8)   a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



        (A)  is
for relief against the Company or any Significant Subsidiary in an involuntary case; 


        (B)  appoints
a Custodian of the Company or any Significant Subsidiary or for any substantial part of the Property of the Company or any Significant Subsidiary; or 



        (C)  orders
the winding up or liquidation of the Company or any Significant Subsidiary; 




or
any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 days. 




        The
foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 



        The
term "Bankruptcy Law" means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 


        Notwithstanding
the foregoing, a Default under Section 6.01(4) shall not constitute an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified in Section 6.01(4) after receipt of such notice. Such
notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default." 



        The
Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Event of Default under
clause (5) or (6) and any event which with the giving of notice or the lapse of time or both would become an Event of Default under clause (4), its status and what action the
Company is taking or proposes to take with respect thereto. 


        SECTION
6.02.    Acceleration.    If an Event of Default (other than an Event of Default specified in
Section 6.01(7) or (8)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding by notice
to the Company and the Trustee, may declare the principal of and accrued and unpaid interest on all the Securities then Outstanding to be due and payable. Upon such a declaration, such principal and
interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(7) or (8) occurs, the principal of and accrued and unpaid interest on all the Securities
shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate principal amount of
the Securities then Outstanding by notice to the Trustee may rescind an acceleration and its consequences if the rescission 


20







 



would
not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of accelerated principal or interest that has become due solely because
of acceleration. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. 


        SECTION
6.03.    Other Remedies.    If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 



        The
Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative. 


        SECTION
6.04.    Waiver of Past Defaults.    The Holders of a majority in aggregate principal amount of the Securities
then Outstanding by notice to the Trustee may waive an existing Default and its consequences except (i) a Default in the payment of the principal of or interest on a Security or (ii) a
Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right. 


        SECTION
6.05.    Control by Majority.    The Holders of a majority in aggregate principal amount of the Securities
then Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the
Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee reasonably determines is unduly prejudicial to the rights of
other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior
to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 


        SECTION
6.06.    Limitation on Suits.    Except to enforce the right to receive payment of principal or interest when
due, no Holder may pursue any remedy with respect to this Indenture or the Securities unless: 



        (1)   the
Holder gives to the Trustee written notice stating that an Event of Default is continuing; 


        (2)   the
Holders of at least 25% in aggregate principal amount of the Securities then Outstanding make a written request to the Trustee to pursue the remedy; 


        (3)   such
Holder or Holders offer to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; 



        (4)   the
Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and 


        (5)   the
Holders of a majority in aggregate principal amount of the Securities then Outstanding do not give the Trustee a direction inconsistent with the request during such
60-day period. 




        A
Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 



        SECTION
6.07.    Rights of Holders to Receive Payment.    Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of and interest on the Securities 


21







 



held
by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of such Holder. 


        SECTION
6.08.    Collection Suit by Trustee.    If an Event of Default specified in Section 6.01(1) or
(2) occurs and is continuing, the Trustee may recover judgment in its own name and as Trustee of an express trust against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07. 


        SECTION
6.09.    Trustee May File Proofs of Claim.    The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or their respective
creditors or properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts
due the Trustee under Section 7.07. 


        SECTION
6.10.    Priorities.    If the Trustee collects any money or property pursuant to this Article VI, it
shall pay out the money or property in the following order: 



        FIRST:
to the Trustee for amounts due under Section 7.07; 


        SECOND:
to Holders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable
on the Securities for principal and interest, respectively; and 


        THIRD:
to the Company. 




        The
Company may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Company shall
mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 


        SECTION
6.11.    Undertaking for Costs.    In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the
costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in aggregate principal amount of the Securities then Outstanding. 


        SECTION
6.12.    Waiver of Stay or Extension Laws.    The Company (to the extent it may lawfully do so) shall not at
any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not
hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 


22







 
ARTICLE VII  


Trustee  


        SECTION
7.01.    Duties of Trustee.    (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs. 


        (b)   Except
during the continuance of an Event of Default: 



        (i)    the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and 


        (ii)   in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 




        (c)   The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: 



        (i)    this
paragraph does not limit the effect of Section 7.01(b); 


        (ii)   the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and 


        (iii)  the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to
Section 6.05. 




        (d)   The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 



        (e)   Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 


        (f)    No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that adequate indemnity against such risk or liability is not reasonably assured to it. 



        (g)   Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section 7.01 and to the provisions of the TIA. 


        SECTION
7.02.    Rights of Trustee.    (a)  The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 


        (b)   Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on the Officers' Certificate or Opinion of Counsel. 


        (c)   The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. 


23







 



        (d)   The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers;  provided, however, that the Trustee's conduct does not constitute wilful misconduct or negligence. 


        (e)   The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities
shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of
such counsel. 


        (f)    The
Trustee shall not be deemed to have notice of any Event of Default unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is
in fact such a default is received by a Trust Officer and such notice references the Securities and this Indenture. 


        (g)   The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall
be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian or other Person employed to act hereunder. 



        (h)   The
Trustee may request that the Issuer deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 


        SECTION
7.03.    Individual Rights of Trustee.    The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 


        SECTION
7.04.    Trustee's Disclaimer.    The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the Securities, it shall not be responsible for
the use or application of any money received by any Paying Agent (other than itself as Paying Agent), and it shall not be responsible for any statement of the Company in this Indenture or in any
document issued in connection with the sale of the Securities or in the Securities other than the Trustee's certificate of authentication. 


        SECTION
7.05.    Notice of Defaults.    If a Default or Event of Default occurs and is continuing and it is known to
the Trustee, the Trustee shall mail to each Holder notice of the Default or Event of Default within 60 days after it occurs. Except in the case of a Default or Event of Default in payment of
principal of, or interest on, any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the
interests of Holders. 


        SECTION
7.06.    Reports by Trustee to Holders.    As promptly as practicable after each May 1 beginning with
the May 1 following the date of this Indenture, and in any event prior to July 1 in each year, if required by TIA § 313, the Trustee shall mail to each Holder a brief report
dated as of such May 1 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports required by
TIA § 313(c). 


        A
copy of each report at the time of its mailing to Holders shall be filed by the Company with the SEC and each stock exchange (if any) on which the Securities are listed. The Company
agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 


24







 



        SECTION
7.07.    Compensation and Indemnity.    The Company shall pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a Trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel retained by the Trustee in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. The Company shall indemnify and hold harmless the
Trustee against any and all loss, liability or expense (including reasonable attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties
hereunder, including the costs and expenses of enforcing this Indenture (including this Section 7.07) and of defending itself against any claims (whether asserted by any Holder, the Company or
otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses
of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own wilful misconduct, negligence or bad
faith. 


        To
secure the Company's payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee
other than money or property held in trust to pay principal of and interest on particular Securities. The Trustee's right to receive payment of any amounts due under this Section 7.07 shall not
be subordinate to any other liability or debt of the Company. 


        The
Company's payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee
incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to the Company or a Significant Subsidiary, the expenses are intended to constitute
expenses of administration under any Bankruptcy Law. 


        SECTION
7.08.    Replacement of Trustee.    The Trustee may resign at any time by so notifying the Company. The
Holders of a majority in aggregate principal amount of the Securities then Outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove
the Trustee if: 



        (i)    the
Trustee fails to comply with Section 7.10; 



        (ii)   the
Trustee is adjudged bankrupt or insolvent; 


        (iii)  a
receiver or other public officer takes charge of the Trustee or its property; or 


        (iv)  the
Trustee otherwise becomes incapable of acting. 




        If
the Trustee resigns, is removed by the Company or by the Holders of a majority in outstanding principal amount of the Securities and such Holders do not reasonably promptly appoint a
successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the
Securityholders. The 


25








 



retiring
Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 


        If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in aggregate principal
amount of the Securities then Outstanding may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee. 



        If
the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee. 


        Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee. 


        SECTION
7.09.    Successor Trustee by Merger.    If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association
without any further act shall be the successor Trustee. 


        If
at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Securities shall have
been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities so authenticated; and if at
that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee
shall have. 


        SECTION
7.10.    Eligibility; Disqualification.    The Trustee shall at all times satisfy the requirements of TIA
§ 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall
comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other
securities or certificates of
interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 


        SECTION
7.11.    Preferential Collection of Claims Against Company.    The Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA
§ 311(a) to the extent indicated. 


ARTICLE VIII  


Discharge of Indenture; Defeasance  


        SECTION
8.01.    Discharge of Liability on Securities; Defeasance.    (a) When (1) the Company delivers
to the Trustee all Outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancelation or (2) all Outstanding Securities have become due and payable, whether
at Stated Maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds
sufficient to pay at Stated Maturity or upon redemption all Outstanding Securities, including interest thereon to Stated Maturity or such redemption date (other than Securities replaced pursuant to
Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further
effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all
conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company). 


26









   
        (b)   Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its obligations under the Securities and this Indenture ("legal defeasance
option") or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07 and 4.10, and the operation of Sections 6.01(4), 6.01(5), 6.01(6) and, with respect to any Significant
Subsidiary of the Company, 6.01(7) and 6.01(8) ("covenant defeasance option"); provided, however, no
deposit under this Article VIII shall be effective to terminate the obligations of the Company under the Securities or this Indenture prior to 123 days following any such deposit. The
Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 


        If
the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance
option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(5), 6.01(6) or, with respect to any Significant Subsidiary of the Company,
6.01(7) and 6.01(8). 


        Upon
satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates. 


        (c)   Notwithstanding
the provisions of Sections 7.01(a) and (b), the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and this
Article VIII shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. 



        SECTION
8.02.    Conditions to Defeasance.    The Company may exercise its legal defeasance option or its covenant
defeasance option only if: 



        (i)    the
Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations or a combination thereof for the payment of principal of and interest on
the Securities to Stated Maturity or redemption, as the case may be; 


        (ii)   the
Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in
such amounts as will be sufficient to pay principal and interest when due on all the Securities to Stated Maturity or redemption, as the case may be; 


        (iii)  123 days
pass after the deposit is made and during the 123-day period no Default specified in Sections 6.01(7) or (8) occurs that is
continuing at the end of the period; 


        (iv)  no
Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; 


        (v)   the
deposit does not constitute a default under any other agreement or instrument binding on the Company; 


        (vi)  the
Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940; 


        (vii) in
the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. Federal income tax purposes as a
result of such defeasance 



27







 




and
will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; 



        (viii) in
the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securityholders shall not
recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and shall be subject to U.S. Federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance had not occurred; 


        (ix)  the
Securityholders shall have a perfected security interest under applicable law in the cash or U.S. Government Obligations deposited pursuant to
Section 8.02(i) above; 


        (x)   the
Company shall have delivered to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that, after the
passage of 123 days following the
deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; 


        (xi)  such
defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of the Company; and 


        (xii) the
Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of
the Securities and this Indenture as contemplated by this Article VIII have been complied with. 




Before
or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III. 


        SECTION
8.03.    Application of Trust Money.    The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture
to the payment of principal of and interest on the Securities. 


        SECTION
8.04.    Repayment to Company.    The Trustee and the Paying Agent shall promptly turn over to the Company
upon request any excess money or securities held by them upon payment of all the obligations under this Indenture. 


        Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal of or
interest on the Securities that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors. 


        SECTION
8.05.    Indemnity for U.S. Government Obligations.    The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 


        SECTION
8.06.    Reinstatement.    If the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this
Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided, however,
that, if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such 


28







 



Securities
to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 


ARTICLE IX  


Amendments  



        SECTION
9.01.    Without Consent of Holders.    The Company and the Trustee may amend this Indenture or the Securities
without notice to or consent of any Holder: 



        (1)   to
cure any ambiguity, omission, defect or inconsistency; 


        (2)   to
comply with Article V; 


        (3)   to
provide for uncertificated Securities in addition to or in place of certificated Securities; provided,  however, that the uncertificated Securities are
issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 


        (4)   to
add Guarantees with respect to the Securities, or to secure the Securities; 


        (5)   to
add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; 


        (6)   to
make any change that does not adversely affect the rights of any Holder; 


        (7)   to
comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA; or 


        (8)   to
provide for the issuance of Additional Securities. 




        After
an amendment under this Section 9.01 becomes effective, the Company shall mail to each Securityholder a notice briefly describing such amendment. The failure to give such
notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 


        SECTION
9.02.    With Consent of Holders.    The Company and the Trustee may amend this Indenture or the Securities
without notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then Outstanding (including consents obtained in
connection with a tender offer or exchange offer for the Securities). However, without the consent of each Securityholder affected thereby, an amendment may not: 



        (i)    reduce
the amount of Securities whose Holders must consent to an amendment or waiver; 


        (ii)   reduce
the rate of or extend the time for payment of interest on any Security; 



        (iii)  reduce
the principal of, or extend the Stated Maturity of, any Security; 


        (iv)  make
any Security payable in money other than that stated in such Security; 


        (v)   reduce
the amount payable upon redemption of any Security or change the time at which any Security may be redeemed in accordance with Article III; 


        (vi)  modify
or affect in any manner adverse to the Holders the right of any Holder of the Securities to receive payment of principal of and interest on such Holder's
Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; 


        (vii) make
any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; 



29







 




        (viii) make
any change in the ranking or priority of any Security that would adversely affect the Holders; or 



        (ix)  release
any security interest that may have been granted in favor of the Holders other than pursuant to the terms of such security interest. 




        It
shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof. 


        After
an amendment under this Section 9.02 becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice
to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. 



        SECTION
9.03.    Compliance with Trust Indenture Act.    Every amendment to this Indenture or the Securities shall
comply with the TIA as then in effect. 


        SECTION
9.04.    Revocation and Effect of Consents and Waivers.    A consent to an amendment or a waiver by a Holder
of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the
consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes
effective upon the execution of such amendment or waiver by the Trustee and the Company. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. 


        SECTION
9.05.    Notation on or Exchange of Securities.    If an amendment changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may, but shall not be required to, place an appropriate notation on the Security regarding the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment. 


        SECTION
9.06.    Trustee To Sign Amendments.    The Trustee shall sign any amendment authorized pursuant to this
Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing any amendment
the Trustee shall be entitled to receive indemnity or other security satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. 



        SECTION
9.07.    Payment for Consent.    Neither the Company nor any Affiliate of the Company shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Securities unless such consideration is offered to be paid to 


30







 



all
Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 


ARTICLE X  


Miscellaneous  


        SECTION
10.01.    Trust Indenture Act Controls.    If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. 



        SECTION
10.02.    Notices.    Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows or transmitted by facsimile transmission (confirmed by guaranteed overnight courier) to the following facsimile numbers: 



if
to the Company: 


Brinker
International, Inc.

6820 LBJ Freeway

Dallas, TX 75240-6509

Attention: General Counsel

Facsimile No: 972-770-1256 


if
to the Trustee: 


Citibank,
N.A.

111 Wall Street

14th Floor

New York, NY 10005

Facsimile No.: 212-657-3862

Attention: Agency & Trust Services 




        The
Company or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications. 


        Any
notice or communication mailed to a Holder shall be mailed to the Holder at the Holder's address as it appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. 


        Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it; provided that notices to the Trustee shall be deemed effective upon
actual receipt thereof. 


        SECTION
10.03.    Communication by Holders with other Holders.    Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA § 312(c). 


        SECTION
10.04.    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee 



        (i)    an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signatories, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and 



31







 

        (ii)   an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been
complied with. 




        SECTION
10.05.    Statements Required in Certificate or Opinion.    Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall include: 



        (i)    a
statement that the individual making such certificate or opinion has read such covenant or condition; 


        (ii)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (iii)  a
statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and 


        (iv)  a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 




        SECTION
10.06.    When Securities Disregarded.    In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person, directly or indirectly, Controlling or Controlled by or under direct or indirect
common Control with the Company shall be disregarded and deemed not to be Outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities Outstanding at the time shall be considered
in any such determination. 


        SECTION
10.07.    Rules by Trustee, Paying Agent and Registrar.    The Trustee may make reasonable rules for action by
or a meeting of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 


        SECTION
10.08.    Legal Holidays.    A "Legal Holiday" is a Saturday, a Sunday or a day on which commercial banking
institutions are not required to be open in the State of New York. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 



        SECTION
10.09.    Governing Law.    This Indenture and the Securities shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby. 


        SECTION
10.10.    No Recourse Against Others.    A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. 


        SECTION
10.11.    Successors.    All agreements of the Company in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 


        SECTION
10.12.    Multiple Originals.    The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 


        SECTION
10.13.    Table Of Contents; Headings.    The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof. 


32








 

        IN
WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above. 



	 	 	BRINKER INTERNATIONAL, INC.,
	

 	
 	

 	

 	

 
	 	 	By:	/s/  DOUGLAS H. BROOKS      

	 	 	 	Name:	Douglas H. Brooks
	 	 	 	Title:	President and Chief Executive Officer
	

 	
 	

 	

 	

 
	 	 	CITIBANK, N.A., as Trustee
	

 	
 	

 	

 	

 
	 	 	By:	/s/  LOUIS PISCITELLI      

	 	 	 	Name:	Louis Piscitelli
	 	 	 	Title:	Vice President




33








   
RULE 144A/REGULATION S APPENDIX 


PROVISIONS RELATING TO INITIAL SECURITIES,

PRIVATE EXCHANGE SECURITIES

AND EXCHANGE SECURITIES  



1.    Definitions.    


        1.1    Definitions.    


        For
the purposes of this Appendix the following terms shall have the meanings indicated below: 



        "Depositary"
means The Depository Trust Company, its nominees and their respective successors. 


        "Exchange
Securities" means the (1) 5.75% Notes due 2014 to be issued pursuant to the Indenture in connection with the Registered Exchange Offer pursuant to the Registration
Rights Agreement or (2) Additional Securities, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act. 


        "Initial
Purchasers" means (1) with respect to the Initial Securities issued on the Issue Date, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and the
Persons listed on Schedule I to the Purchase Agreement and (2) with respect to each issuance of Additional Securities, the Persons purchasing such Additional Securities under the related
Purchase Agreement. 


        "Initial
Securities" means (1) $300,000,000 aggregate principal amount of 5.75% Notes due 2014 issued on the Issue Date and (2) Additional Securities, if any, issued in a
transaction exempt from the registration requirements of the Securities Act. 


        "Private
Exchange" means the offer by the Company, pursuant to the Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange
for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Securities. 



        "Private
Exchange Securities" means any 5.75% Notes due 2014 issued in connection with a Private Exchange. 


        "Purchase
Agreement" means (1) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement dated May 11, 2004, among the Company and the Initial
Purchasers, and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company and the Persons purchasing such Additional
Securities. 


        "QIB"
means a "qualified institutional buyer" as defined in Rule 144A. 



        "Registered
Exchange Offer" means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders,
in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act. 


        "Registration
Rights Agreement" means (1) with respect to the Initial Securities issued on the Issue Date, the Registration Rights Agreement dated May 14, 2004, among the
Company and the Initial Purchasers, and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the registration requirements of the Securities Act, the
registration rights agreement, if any, among the Company and the Persons purchasing such Additional Securities under the related Purchase Agreement. 


        "Securities
Act" means the Securities Act of 1933, as amended. 



1







 




        "Securities
Custodian" means the custodian with respect to a Global Security (as appointed by the Depositary), or any successor Person thereto and shall initially be the Trustee. 



        "Shelf
Registration Statement" means a registration statement filed by the Company with the SEC in connection with the resale of Initial Securities or Private Exchange Securities
pursuant to the Registration Rights Agreement. 


        "Transfer
Restricted Securities" means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto. 




        1.2    Other Definitions    



	Term
 
	 	Defined in Section
	 
	"Agent Members"	 	2.1	(b)
	"Global Security"	 	2.1	(a)
	"Regulation S"	 	2.1	(a)
	"Restricted Global Security"	 	2.1	(a)
	"Rule 144A"	 	2.1	(a)






        Capitalized
terms used but not otherwise defined in this Appendix shall have the meanings ascribed to such terms in the Indenture. 


2.    The Securities.    


        2.1    (a) Form and Dating.    Initial Securities offered and sold to
a QIB in reliance on Rule 144A under the Securities Act ("Rule 144A") or in reliance on Regulation S under the Securities Act ("Regulation S"), in each case as provided in the
Purchase Agreement, and Private Exchange Securities, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more permanent global Securities in definitive,
fully registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto (each, a "Restricted Global Security"), which
shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Trustee, at its designated corporate trust office, as custodian for the Depositary (or with such
other custodian as the Depositary may direct), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as
hereinafter provided. Exchange Securities shall be issued in global form (with the global securities legend set forth in Exhibit 1 hereto). Exchange Securities issued in global form and
Restricted Global Securities are sometimes referred to in this Appendix as "Global Securities." 



        (b)    Book-Entry Provisions.    This Section 2.1(b) shall apply only to a Global Security
deposited with or on behalf of the Depositary. 


        The
Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be
registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant
to such Depositary's instructions or held by the Trustee as custodian for the Depositary. 


        Members
of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or
by the Trustee as the custodian of the Depositary or under such Global Security, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depositary as
the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the 



2







 




foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security. 


        (c)    Certificated Securities.    Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners
of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities. 




        2.2    Authentication.    The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate
principal amount of $300,000,000 million 5.75% Notes due 2014, (2) any Additional Securities for an original issue in an aggregate
principal amount specified in the written order of the Company and (3) Exchange Securities or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange,
respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Securities, in each case upon a written order of the Company signed by two Officers or by an Officer
and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated. 


        2.3    Transfer and Exchange.    



        (a)    Transfer and Exchange of Global Securities.    



        (1)   The
transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a
written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global
Security. The Registrar shall in accordance with such instructions instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global
Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred. 


        (2)   Notwithstanding
any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole
except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. 


        (3)   In
the event that a Restricted Global Security is exchanged for Securities in certificated registered form pursuant to Section 2.4 of this Appendix, prior to the
consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the Assignment Form attached to the Initial Securities
and Private Exchange Securities intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be
adopted by the Company. 




3







 






        (b)    Legend.    



        (1)   Except
as permitted by the following paragraphs (2), (3) and (4), each Security certificate evidencing the Restricted Global Securities (and all Securities issued
in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form: 



"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF BRINKER
INTERNATIONAL, INC. (THE "COMPANY") THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR
SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF
SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED
BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT
PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND TRUSTEE, (5) PURSUANT TO ANY
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE
COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING
FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), 





4







 



THAT
IT IS AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT
PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH
(k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT." 




        (2)   Upon
any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Restricted Global Security) pursuant to
Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Security for a certificated Security that does not bear the legend set
forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in
reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security). 


        (3)   After
a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of a Shelf Registration Statement with
respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements pertaining to legends on such Initial Security or such Private Exchange Security will cease to
apply, the requirements requiring any such Initial Security or such Private Exchange Security issued to certain Holders to be issued in global form will cease to apply, and a certificated Initial
Security or Private Exchange Security or an Initial Security or Private Exchange Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the
Holder of such Initial Securities or Private Exchange Securities upon exchange of such transferring Holder's certificated Initial Security or Private Exchange Security or directions to transfer such
Holder's interest in the Global Security, as applicable. 


        (4)   Upon
the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such Initial Securities that Initial
Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities
in global form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. 


        (5)   Upon
the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued
to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Private Exchange Securities in global
form with the global securities legend and the Restricted Securities Legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Private
Exchange. 




        (c)    Cancelation or Adjustment of Global Security.    At such time as all beneficial interests in a Global Security
have either been exchanged for certificated Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depositary for cancelation or retained and canceled by the
Trustee. At any time prior to such cancelation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of
Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global
Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction. 



5







 

        (d)    Obligations with Respect to Transfers and Exchanges of Securities.    



        (1)   To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated Securities and Global Securities at the
Registrar's or co-registrar's request. 


        (2)   No
service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant
to 8.05 of the Indenture). 


        (3)   The
Registrar or co-registrar shall not be required to register the transfer of or exchange of any Security for a period beginning 15 Business Days before
the mailing of a notice of an offer to repurchase or redeem Securities or 15 Business Days before an interest payment date. 


        (4)   Prior
to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may
deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to
the contrary. 


        (5)   All
Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under
this Indenture as the Securities surrendered upon such transfer or exchange. 




        (e)    No Obligation of the Trustee.    The Trustee shall have no responsibility or obligation to any beneficial owner
of a Global Security, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to
Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of
beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. 




        2.4    Certificated Securities.    



        (a)   A
Global Security deposited with the Depositary or with the Trustee as custodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial
owners thereof in the form of certificated Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event
of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under
this Indenture. 



6







 

        (b)   Any
Global Security that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depositary to the Trustee located at its
designated corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and
deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of certificated Securities of authorized denominations. Any portion of a Global Security
transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as
the Depositary shall direct. Any certificated Security delivered in exchange for an interest in the Restricted Global Security shall, except as otherwise provided by Section 2.3(b), bear the
restricted securities legend set forth in Exhibit 1 hereto. 


        (c)   Subject
to the provisions of Section 2.4(b), the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 



        (d)   In
the event of the occurrence of either of the events specified in Section 2.4(a), the Company shall promptly make available to the Trustee a reasonable supply
of certificated Securities in definitive, fully registered form without interest coupons. 



7








   
EXHIBIT 1

TO

RULE 144A/REGULATION S APPENDIX 


[FORM
OF FACE OF INITIAL SECURITY] 


[Global
Securities Legend] 


        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


        TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 


[Restricted
Securities Legend] 


        "THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF
BRINKER INTERNATIONAL, INC. (THE "COMPANY") THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY
PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING
THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"),
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE
REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE
BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT
PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY THE 


8







 

TRANSFEREE
TO THE COMPANY AND TRUSTEE, (5) PURSUANT TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR
(6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL
ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER BY
IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), THAT IT IS AN
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT." 


9







 


	No. R-	    
	 	 	 	CUSIP No.	    

	 	 	 	 	 	ISIN No.	    

	 	 	 	 	 	$	    





5.75%
Notes due 2014 


        Brinker
International, Inc., a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of $[        ] on
June 1, 2014. 


        Interest
Payment Dates: June 1 and December 1, commencing December 1, 2004. 



        Record
Dates: May 15 and November 15. 


        Additional
provisions of this Security are set forth on the other side of this Security. 


10







 


	Dated:	 	 	 
	 	 	 	BRINKER INTERNATIONAL, INC.
	

 	

 	
 	

 	

 
	 	 	 	By:	    
 Name:

Title:
	

 	

 	
 	

 	

 
	 	 	 	By:	    
 Name:

Title:
	

TRUSTEE'S CERTIFICATE OF

AUTHENTICATION	
 	

 	

 
	

Citibank, N.A.

    as Trustee, certifies

        that this is one of

        the Securities referred

        to in the Indenture.	
 	

 	

 
	

 	

 	
 	

 	

 
	By:	    
 Authorized Signatory

	 	 	 




11








   
[FORM OF REVERSE SIDE OF INITIAL SECURITY] 


5.75%
Notes due 2014 


	1.
	Interest




        Brinker
International, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Registration
Rights Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum (increasing to 0.50% per annum after the first consecutive 90-day period that occurs
after the date on which such Registration Default occurs) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults
have been cured. The Company will pay interest semiannually on June 1 and December 1 of each year, commencing December 1, 2004. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from May 14, 2004. Interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company will pay interest on overdue principal at the rate borne by the Securities plus 1% per annum, and it will pay interest on overdue installments of interest at the
same rate to the extent lawful. 


	2.
	Method
of Payment 



        The
Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the May 15 or
November 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private
debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts
specified by The Depositary Trust Company. The Company will make all payments in respect of a certificated Security (including
principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided,  however, that payments on a certificated
Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 


	3.
	Paying
Agent and Registrar 



        Citibank,
N.A., a banking association (the "Trustee"), has been appointed as Paying Agent and Registrar. The Company may remove any Paying Agent or Registrar upon written notice to such
Paying Agent or Registrar and the Trustee. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. 


	4.
	Indenture 



        The
Company issued the Securities under an Indenture dated as of May 14, 2004 ("Indenture"), between the Company and the Trustee. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as in effect
on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of those terms. 


12







 



        The
Securities are general unsecured obligations of the Company. The Company shall be entitled to issue Additional Securities pursuant to Section 2.13 of the Indenture. The
Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all
purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its Subsidiaries to create liens on assets and engage in sale and leaseback transactions. These
covenants are subject to important exceptions and qualifications. 


	5.
	Optional
Redemption 



        The
Securities are subject to redemption, in whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (1) 100% of the principal
amount of the Securities being redeemed plus accrued and unpaid interest, if any, to the redemption date and (2) the Make-Whole Amount for the Securities being redeemed. 


        "Comparable
Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the Securities. 


        "Comparable
Treasury Price" means, with respect to any redemption date (a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated "H.15(519)" (or any successor
release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," or (b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference
Treasury Dealer Quotations for such redemption date. 


        "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the Company after consultation with the Trustee. 



        "Make
Whole Amount" means the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the redemption date)
discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 20 basis points,
plus accrued and unpaid interest, if any, on the principal amount of the Securities being redeemed to the redemption date. 


        "Reference
Treasury Dealer" means Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and their respective successors;  provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer. 


        "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 


        "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually,
assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 


13







 


	6.
	Notice
of Redemption 



        Notice
of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at such Holder's
registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of
and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest shall cease to accrue on such Securities (or such portions thereof) called for redemption. 


	7.
	Denominations;
Transfer; Exchange 



        The
Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of
the Security not to be redeemed) or any Securities for a period of 15 Business Days before a selection of Securities to be redeemed or 15 Business Days before an interest payment date. 


	8.
	Persons
Deemed Owners 



        The
registered Holder of this Security may be treated as the owner of it for all purposes. 


	9.
	Unclaimed
Money 



        If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an applicable
abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company for payment as general creditors, and not to the Trustee. 


	10.
	Discharge
and Defeasance 



        Subject
to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations or a combination thereof for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 


	11.
	Amendment,
Waiver 



        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture and the Securities may be amended with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then Outstanding and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a
majority in principal amount of the Securities then Outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee shall
be entitled to amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities or to secure the Securities, or to add additional covenants of the Company or
surrender rights and powers conferred on the Company, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to provide for the issuance of
Additional Securities in accordance with the Indenture, or to make any change that does not adversely affect the rights of any Securityholder. 


14







 
	12.
	Defaults
and Remedies 



        Under
the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal on the
Securities, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or
the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations of other Debt of the Company or any Subsidiary if the amount accelerated exceeds
$40.0 million; (v) failure by the Company or any Subsidiary to pay at maturity at least $40.0 million of other Debt; and (vi) certain events of bankruptcy or insolvency
with respect to the Company and its Significant Subsidiaries. 


        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then Outstanding may direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is
in the interest of the Holders. 


	13.
	Trustee
Dealings with the Company 



        Subject
to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 


	14.
	No
Recourse Against Others 



        A
director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities. 


	15.
	Authentication




        This
Security shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this
Security. 


	16.
	Abbreviations




        Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). 


	17.
	CUSIP
Numbers 



        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has
directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon. 


	18.
	Holders'
Compliance with Registration Rights Agreement 



        Each
Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to
a registration and the indemnification of the Company to the extent provided therein. 


15







 


	19.
	Governing
Law 



        THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 


        The
Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger
type. Requests may be made to: 




Brinker
International, Inc.

6820 LBJ Freeway

Dallas, TX 75240-6509 


Attention:
General Counsel 




16












   CERTIFICATE OF TRANSFER 


To
assign this Security, fill in the form below: 


I
or we assign and transfer this Security to 



(Print
or type assignee's name, address and zip code) 


(Insert
assignee's soc. sec. or tax I.D. No.) 




and
irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute
another to act for him. 



	    

	

Date:	

    
	
 	

Your Signature:	

    

	

    
 Sign exactly as your name appears on the other side of this Security.





In
connection with any transfer of any of the Securities evidenced by this certificate (i) occurring prior to the second anniversary of the date of original issuance of such Securities or
(ii) by any person who was an "affiliate" (within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act")) of the Company at any time during the three
months preceding such transfer, the undersigned confirms that such Securities are being transferred in accordance with its terms: 


CHECK
ONE BOX BELOW 



	 	1.	o	to the Company; or
	

 	

2.	

o	

to a person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act, purchasing for its own account or for the account of a qualified institutional buyer to whom notice is
given that the resale, pledge or other transfer is being made in reliance on Rule 144A under the Securities Act; or
	

 	

3.	

o	

in an offshore transaction (as defined in Regulation S under the Securities Act) in accordance with Regulation S under the Securities Act; or
	

 	

4.	

o	

to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring this Security for investment purposes and not for distribution; or
	

 	

5.	

o	

pursuant to any exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act; or
	

 	

6.	

o	

pursuant to an effective registration statement under the Securities Act,





in
each case in accordance with any applicable securities laws of any state of the United States. 


Unless
one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof;  provided,
however, that if box (2), (3), (4) or (5) is checked, the Trustee shall be entitled to
require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is
being made 



17







 




pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144 under such Act. 



	 	 	    
 Signature
	

Signature Guarantee:	
 	

 
	

    

	Signature must be guaranteed	 	Signature





        Signatures
must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended. 




18







 
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED 


        The
undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it
and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. 



	Dated:	    
	 	    

	 	 	 	NOTICE:	 	To be executed by an executive officer




19







 
[TO BE ATTACHED TO GLOBAL SECURITIES] 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY 


        The
following increases or decreases in this Global Security have been made: 



	Date of

Exchange
 
	 	Amount of decrease in

Principal amount of this

Global Security
	 	Amount of increase in

Principal amount of this

Global Security
	 	Principal amount of this Global Security following such decrease or increase
	 	Signature of authorized

officer of Trustee or

Securities Custodian

	    	 	            	 	 	 	 	 	 




20








EXHIBIT A 


FORM OF FACE OF EXCHANGE SECURITY

OR PRIVATE EXCHANGE SECURITY*/** 



	 	 	 	 	CUSIP No.	 	 
	 	 	 	 	 	 	

	No.	 	 	 	$	 	 
	 	 	
	 	 	 	





5.75%
Notes due 2014 


        Brinker
International, Inc., a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of $[                ]
on June 1, 2014. 


        Interest
Payment Dates: June 1 and December, commencing December 1, 2004. 



        Record
Dates: May 15 and November 15. 


        Additional
provisions of this Security are set forth on the other side of this Security. 




	*
	[If
the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".] 



        [If
the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted
Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1.] 







 


	Dated:	 	 	 	 
	

 	
 	

 	
 	

BRINKER INTERNATIONAL, INC.
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	
 Name:

Title:
	

TRUSTEE'S CERTIFICATE OF AUTHENTICATION	
 	

 	
 	

 
	

Citibank, N.A.	
 	

 	
 	

 
	 	 as Trustee, certifies that this is one of the Securities referred to in the Indenture.	 	 	 	 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
 Authorized Signatory	 	 	 	 




2







 
[FORM
OF REVERSE SIDE OF EXCHANGE OR PRIVATE EXCHANGE SECURITY] 


5.75%
Notes due 2014 


	1.
	Interest




        Brinker
International, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above; [provided, however, that if a Registration Default
(as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum (increasing to 0.50% per annum after the first
90-day period that occurs after the date on which such Registration Default occurs) from and including the date on which any such Registration Default shall occur to but excluding the date
on which all Registration Defaults have been cured.](1)
The Company will pay interest semiannually on June 1 and December 1 of each year, commencing December 1, 2004. Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from May 14, 2004. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The
Company will pay interest on overdue principal at the rate borne by the Securities plus 1% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent
lawful. 




	(1)
	Insert
if at the date of issuance of the Exchange Security or Private Exchange Security, as the case may be, any Registration Default has occurred with respect to the related Initial
Securities during the interest period in which such date of issuance occurs.



	2.
	Method
of Payment 



        The
Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the May 15 or
November 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private
debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts
specified by The Depositary Trust Company. The Company will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered
address of each Holder thereof; provided, however, that payments on a certificated Security will be made
by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 


	3.
	Paying
Agent and Registrar 



        Citibank,
N.A., a banking association (the "Trustee"), has been appointed as Paying Agent and Registrar. The Company may remove any Paying Agent or Registrar upon written notice to such
Paying Agent or Registrar and the Trustee. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. 


	4.
	Indenture




        The
Company issued the Securities under an Indenture dated as of May 14, 2004 ("Indenture"), between the Company and the Trustee. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as in effect
on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities 


3







 

are
subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 


        The
Securities are general unsecured obligations of the Company. The Company shall be entitled to issue Additional Securities pursuant to Section 2.13 of the Indenture. The
Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all
purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its Subsidiaries to create liens on assets and engage in sale and leaseback transactions. These
covenants are subject to important exceptions and qualifications. 


	5.
	Optional
Redemption 



        The
Securities are subject to redemption, in whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (1) 100% of the principal
amount of the Securities being redeemed plus accrued and unpaid interest, if any, to the redemption date and (2) the Make-Whole Amount for the Securities being redeemed. 



        "Comparable
Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the Securities. 


        "Comparable
Treasury Price" means, with respect to any redemption date (a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated "H.15(519)" (or any successor
release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," or (b) if such release (or any successor release) is not published or does not contain such
prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date. 


        "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the Company after consultation with the Trustee. 


        "Make
Whole Amount" means the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the redemption date)
discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 20 basis points,
plus accrued and unpaid interest, if any, on the principal amount of the Securities being redeemed to the redemption date. 


        "Reference
Treasury Dealer" means Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and their respective successors;  provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer. 



        "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 


        "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually,
assuming a price for 


4







 



such
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 


	6.
	Notice
of Redemption 



        Notice
of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at such Holder's
registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of
and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest shall cease to accrue on such Securities (or such portions thereof) called for redemption. 


	7.
	Denominations;
Transfer; Exchange 



        The
Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of
the Security not to be redeemed) or any Securities for a period of 15 Business Days before a selection of Securities to be redeemed or 15 Business Days before an interest payment date. 


	8.
	Persons
Deemed Owners 



        The
registered Holder of this Security may be treated as the owner of it for all purposes. 


	9.
	Unclaimed
Money 



        If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an applicable
abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company for payment as general creditors, and not to the Trustee. 


	10.
	Discharge
and Defeasance 



        Subject
to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations or a combination thereof for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 


	11.
	Amendment,
Waiver 



        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture and the Securities may be amended with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then Outstanding and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a
majority in principal amount of the Securities then Outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee shall
be entitled to amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities or to secure the Securities, or to add additional covenants of the Company or
surrender rights and powers conferred on the Company, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to provide for the issuance of
Additional Securities in accordance with the Indenture, or to make any change that does not adversely affect the rights of any Securityholder. 


5







 


	12.
	Defaults
and Remedies 



        Under
the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal on the
Securities, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or
the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations of other Debt of the Company or any Subsidiary if the amount accelerated is at least
$40.0 million; (v) failure by the Company or any Subsidiary to pay at maturity at least $40.0 million of other Debt; and (vi) certain events of bankruptcy or insolvency
with respect to the Company and its Significant Subsidiaries. 


        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal
amount of the Securities then Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default
in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 


	13.
	Trustee
Dealings with the Company 



        Subject
to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 


	14.
	No
Recourse Against Others 



        A
director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities. 


	15.
	Authentication




        This
Security shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this
Security. 


	16.
	Abbreviations




        Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). 


	17.
	CUSIP
Numbers 



        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has
directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon. 


6







 


	[18.
	Holders' Compliance with Registration Rights Agreement




        Each
Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to
a registration and the indemnification of the Company to the extent provided therein.](2) 


	19.
	Governing
Law 



        THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 



        The
Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger
type. Requests may be made to: 




Brinker
International, Inc.

6820 LBJ Freeway

Dallas, TX 75240-6509 


Attention:
General Counsel 






	(2)
	Delete
if this Security is not being issued in exchange for an Initial Security. 


7







 
ASSIGNMENT FORM 


        To
assign this Security, fill in the form below: 


        I
or we assign and transfer this Security to 


(Print
or type assignee's name, address and zip code) 


(Insert
assignee's soc. sec. or tax I.D. No.) 



and
irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute
another to act for him. 



	

	

Date:	
 	

 	
 	

Your Signature:	
 	

 
	 	 	
	 	 	 	

	

 	
 	

 	
 	

 	
 	

 
	






Sign
exactly as your name appears on the other side of this Security. 


8







 
[TO
BE ATTACHED TO GLOBAL SECURITIES] 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY 


        The
following increases or decreases in this Global Security have been made: 



	Date of

Exchange
 
	 	Amount of decrease

in Principal amount

of this Global

Security
	 	Amount of increase

in Principal amount

of this Global

Security
	 	Principal amount of

this Global Security

following such

decrease or increase
	 	Signature of

authorized officer of

Trustee or

Securities

Custodian





9











QuickLinks



Exhibit 4.1