all information at
issue without liability to the Borrower, the Guarantor or any other Person.
Section 10.13.
Binding Effect.
This Agreement shall be binding upon and inure
to the benefit of the Borrower, the Guarantor, the Administrative Agent, each
Bank and their respective successors and assigns, except that the Borrower and
the Guarantor shall not have the right to assign any of their respective rights
hereunder or any interest herein without the prior written consent of the Banks.
Section 10.14.
ENTIRE AGREEMENT.
PURSUANT TO SECTION 26.02 OF THE TEXAS
BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE
LOAN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN
AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S
AUTHORIZED REPRESENTATIVE.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE
PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN AGREEMENT,
AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED
INTO THE LOAN AGREEMENT.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS
DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES 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.
IN CASE OF A CONFLICT BETWEEN THE COMMITMENT LETTER DATED AS OF
AUGUST 25, 2006 BETWEEN EACH OF THE JOINT LEAD ARRANGERS AND BOOKRUNNERS NAMED
ON THE COVER PAGE OF THIS AGREEMENT, JPMCB AND THE BORROWER, AND THIS AGREEMENT,
THIS AGREEMENT SHALL CONTROL.
Section 10.15.
USA PATRIOT ACT.
Each Bank 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"), it 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 such Bank to identify the Borrower in accordance with the Act.
49
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
BORROWER:
BRINKER INTERNATIONAL, INC.
By:
/s/ Charles M. Sonsteby
Name: Charles M. Sonsteby
Title: Executive Vice President and
Chief Financial Officer
GUARANTOR:
BRINKER RESTAURANT CORPORATION
By:
/s/ Roger F. Thomson
Name: Roger F. Thomson
Title: President and Secretary
ADMINISTRATIVE AGENT:
CITIBANK, N.A.
By:
/s/ Kevin A. Ege
Name: Kevin A. Ege
Title: Vice President
Commitment:
BANKS:
$240,000,000.00
CITIBANK, N.A.
By:
/s/ Kevin A. Ege
Name: Kevin A. Ege
Title: Vice President
$160,000,000.00
JPMORGAN CHASE BANK, N.A.
By:
/s/ D. Scott Harvey
Name: D. Scott Harvey
Title: Vice President
Total Commitments:
$400,000,000.00
EXHIBIT A
FORM OF NOTE
U.S. $
Dated:
[
], 2006
FOR VALUE RECEIVED, the undersigned, Brinker International, Inc., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
(the "Bank"), for the account of its Applicable