Exhibit 10(b)


August 17, 2006


Brinker International, Inc.


6820 LBJ Freeway


Dallas, Texas  75240


Attn:       Lynn Schweinfurth


Re:          Uncommitted Line of Credit


Ladies and Gentlemen:


We
are pleased to advise you that BANK OF AMERICA, N.A. (the “Lender”) has
established for Brinker International, Inc., a Delaware corporation (the “Borrower”),
an uncommitted line of credit with aggregate advances (“Loans”)
outstanding thereunder not at any time to exceed 50,000,000.  The terms and conditions of the line of
credit are as follows:


	
  Loans Discretionary:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Principal:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Interest:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  August 16, 2007

  
	
   

  	
   

  	
   

  
	
  Maturity Date:

  	
   

  	
  364 days from closing.

  



 



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  Requests for Loans:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Documentation:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Notice:

  	
   

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

  



 


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


	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ John Schmidt

  
	
   

  	
   

  	
  Name:

  	
  John Schmidt

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: 

  	
   

  	
  100 Federal Street

  
	
   

  	
   

  	
  Mail Stop: 

  	
  MA5-100-09-01 
  Boston, MA  02110

  
	
   

  	
   

  	
  Telephone:

  	
  (617) 434-4044

  
	
   

  	
   

  	
  Facsimile:

  	
  (617) 434-0637

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BORROWER

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lynn Schweinfurth

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Lynn Schweinfurth

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President of Investor Relations and Treasurer

  	
   

  	
   

  	
   

  
										



 



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MASTER
PROMISSORY NOTE


	
  $50,000,000

  	
   

  	
  August 17, 2006

  



 


FOR
VALUE RECEIVED, the undersigned, Brinker International, Inc., a Delaware
corporation (the “Borrower”), hereby promises to pay to the order of
BANK OF AMERICA, N.A. (the “Lender”), at its office at 6820 LBJ Freeway,
Dallas, Texas  75240 (or at such other
place as the Lender may designate from time to time), in lawful money of the
United States of America and in immediately available funds, the principal
amount of fifty million Dollars ($50,000,000) or such lesser amount as shall
equal the aggregate unpaid principal amount of the advances (the “Loans”)
made by the Lender to the Borrower under this Master Promissory Note (the “Note”),
and to pay interest on the unpaid principal amount of each such Loan at the
rates per annum and on the dates specified below.


Each
Loan hereunder shall be at the sole discretion of the Lender.  Each Loan shall have a maturity date and
shall bear interest at the rate per annum quoted to the Borrower by the Lender
and accepted by the Borrower prior to the making of such Loan (which acceptance
shall in any event be deemed to occur upon receipt by the Borrower of the
proceeds of any Loan).  Each Loan, and
accrued and unpaid interest thereon, shall be due and payable, on the earlier
of (a) the maturity date of such Loan, or (b) August 16, 2007.  No Loan shall have a maturity of more than
180 days (6 months).  If the term of a
Loan is more than 90 days (three months), interest on such Loan shall also be
payable on the last day of the third month after the making of such Loan and on
each last day of each third month thereafter. 
The Lender may, if and to the extent any payment is not made when due
hereunder, charge from time to time against any or all of the Borrower’s
accounts with the Lender any amount so due.


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


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


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



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


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


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



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


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


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


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


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


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


	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/  

  	
  Lynn Schweinfurth

  
	
   

  	
   

  	
  Name:

  	
  Lynn Schweinfurth

  
	
   

  	
   

  	
  Title:

  	
  Vice President of Investor Relations & Treasurer

  



 



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