Exhibit 10(a)


	
  JP MORGAN

  	
   

  	
  FIXED
  RATE PROMISSORY NOTE

  
	
   

  	
   

  	
  (Multiple
  Loans)

  
	
   

  	
   

  	
  New
  York, New York

  
	
   

  	
   

  	
  August
  15, 2006

  



 


For
value received, the undersigned (the “Borrower”) unconditionally promises to
pay to the order of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Bank”), at
its office located at 270 Park Avenue, New York, New York 10017, the principal
amount of Three Hundred Fifty Million and 00/100 Dollars
($350,000,000.00) or, if less, the aggregate unpaid principal amount
of all loans made by the Bank to the Borrower and outstanding under this Note
on the maturity date(s) as evidenced by the Bank’s records as provided in the
fifth paragraph hereof.


The
Borrower promises to pay interest on the unpaid balance of the principal amount
of each such loan for each day outstanding at a fixed rate per annum equal to
the rate as evidenced in the Bank’s records as provided in the fifth paragraph
hereof; provided that principal and (to the extent permitted by law) interest
not paid when due (whether at stated maturity, by acceleration or otherwise)
shall bear interest for each day overdue at a variable rate per annum equal to:
(a) the higher of: (i) the Federal Funds Rate plus 1/2 of 1% and (ii) the Prime
Rate; plus (b) 2%.  “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal Funds transactions as published by the Federal
Reserve Bank of New York for such day (or for any day that is not a banking day
in New York City, for the immediately preceding banking day).  “Prime Rate” means, for any day, that rate of
interest from time to time announced by the Bank at its principal office as its
prime rate, as in effect for such day in accordance with announcements by the
Bank of changes in such rate.  Interest
shall be calculated on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first day but excluding the last
day).  Interest on each loan shall be due
and payable at the maturity thereof (and quarterly, if requested by the Bank);
provided, however, that interest accruing on any amount not paid when due shall
be payable upon demand.  In no case shall
the interest on this Note exceed the maximum amount which the Bank may charge
or collect under applicable law.


Each
loan hereunder may be prepaid in whole but not in part, provided that accrued
and unpaid interest is paid on the date of such prepayment, together with any
compensation payable in accordance with the following.  If there is any payment (whether by voluntary
prepayment, acceleration or otherwise) of a loan under this Note on a date
other than the scheduled maturity date set forth in the first paragraph hereof,
then the Borrower will pay the Bank on demand such amount as will be sufficient
in the reasonable opinion of the Bank to compensate it for any loss, cost or
expense which the Bank determines is attributable thereto.  Without limiting the foregoing, such
compensation shall include an amount equal to the excess, if any, of: (a) the
aggregate amount of interest which otherwise would have accrued on the
principal amount so paid for the period from and including the date of payment
to but excluding such maturity date at the rate of interest provided herein
over (b) the amount of interest the Bank would pay (as determined by the Bank
in good faith, such determination to be conclusive) on a deposit placed with
the Bank on the date of such payment in an amount comparable to such principal
amount and with a maturity comparable to such period.









 



All
payments under this Note shall be made without set-off or counterclaim in
lawful money of the United States of America and in immediately available funds
at the Bank’s principal office specified above. 
If any loan evidenced by this Note becomes due and payable on a day
which is not a banking day in New York City, the maturity of such loan shall be
extended to the next succeeding banking day, and interest shall be payable for
such extension on such loan at the rate of interest specified in this Note.  The Bank may (but shall not be obligated to)
debit the amount of any payment which is not made when due to any deposit
account of the Borrower with the Bank.


The
date, amount, rate of interest and maturity date of each loan under this Note
and each payment of principal, loan(s) to which such principal is applied
(which shall be at the discretion of the Bank) and the outstanding principal
balance of loans shall be recorded by the Bank on its books and, at the
discretion of the Bank prior to any transfer of this Note or at any other time,
may be endorsed by the Bank on a schedule. 
Any such endorsement shall be conclusive in the absence of manifest
error.


If
any of the following events of default shall occur: (a) the Borrower fails to
pay any liability to the Bank under this Note when due and payable; (b) the
Borrower or any third party supporting or liable with respect to this Note (a “Third
Party”) shall breach any representation, warranty or covenant in this Note or
other document delivered in connection with this Note (this Note and any such
document being a “Facility Document”) or in any certificate, opinion or
financial or other statement delivered in connection with a Facility Document;
(c) the Borrower or any Third Party shall fail to pay any other indebtedness
when due and payable or if there shall be any default by the Borrower or such
Third Party thereunder; (d) the Borrower or any Third Party shall become
insolvent (however evidenced) or shall seek any relief under any bankruptcy or
similar law of any jurisdiction (or any person shall seek such relief against
the Borrower or such Thirty Party); (e) any Facility Document shall at any time
cease to be in full force and effect or its validity or enforceability shall be
disputed or contested; or (f) any lien or security interest securing this Note
shall cease to create a valid and perfected first priority lien or security
interest in the property purported to be subject thereto; THEN, if the Bank
shall elect by notice to the Borrower, the unpaid principal amount of this
Note, together with interest and any other amounts due hereunder shall become
forthwith due and payable; provided that in the case of an event of default
under (d) above, such amounts shall automatically become due and payable
without any notice or other action by the Bank.


The
Borrower waives presentment, notice of dishonor, protest and any other
formality with respect to this Note.


The
Borrower shall reimburse the Bank on demand for all costs, expenses and charges
(including, without limitation, fees and charges of external legal counsel for
the Bank and costs allocated by its internal legal department) in connection
with the preparation, performance or enforcement of this Note.



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This
Note does not create and shall not be construed to create any contractual
commitment to lend by the Bank.


This
Note shall be binding on the Borrower and its successors and assigns and shall
inure to the benefit of the Bank and its successors and assigns; provided that
the Borrower may not delegate any obligations hereunder without the prior
written consent of the Bank.  Without
limiting any provision of this Note, the obligations under this Note shall
continue in full force and effect and shall be binding on: (a) the estate of
the Borrower if the Borrower is an individual; and (b) any successor
partnership and on previous partners and their respective estates if the
Borrower is a partnership, regardless of any change in the partnership as a
result of death, retirement or otherwise.


THIS
NOTE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  THE BORROWER CONSENTS TO THE NONEXCLUSIVE
JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF
NEW YORK.  SERVICE OF PROCESS BY THE BANK
IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON THE BORROWER IF SENT TO
THE BORROWER BY REGISTERED MAIL AT THE ADDRSES SPECIFIED BELOW.  THE BORROWER WAIVES ANY RIGHT THE BORROWER
MAY HAVE TO JURY TRIAL.


The
Borrower agrees that the Bank has accepted this Note to supersede and replace
loans made to the Borrower under the February 2, 2006 promissory note of the
Borrower previously executed and delivered to the Bank.  The Borrower agrees that all amounts shown
outstanding on the books and records of the Bank under such prior note shall be
deemed outstanding under this Note as of the date hereof.


	
  Address:

  	
   

  	
  6820 LBJ Freeway

  	
   

  	
  BRINKER INTERNATIONAL, INC.

  
	
   

  	
   

  	
  Dallas, Texas 75240

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lynn Schweinfurth

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Lynn Schweinfurth

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President of Investor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Relations and Treasurer

  
									



 



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