S-4

As filed with the Securities and Exchange Commission on May 9, 2008.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

OSI RESTAURANT PARTNERS, LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	8050	59-3061413
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

OSI CO-ISSUER, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	8050	20-8941232
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2202 N. West Shore Blvd., Suite 500

Tampa, Florida 33607

Telephone: (813)-282-1225

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Joseph J. Kadow

Executive Vice President and Chief Officer—Legal and Corporate Affairs

2202 N. West Shore Blvd., Suite 500

Tampa, Florida 33607

Telephone: (813)-282-1225

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

with a copy to:

Craig E. Marcus

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

(617) 951-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer    x	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount To be Registered (1)	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
10% Senior Notes due 2015	$550,000,000	100%	$550,000,000	$21,615
Guarantees of 10% Senior Notes due 2015	N/A	N/A	N/A	N/A (2)

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) The guarantee by each of the additional registrants listed below of the principal and interest on the notes is also being registered hereby. No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Number	I.R.S. Employer Identification No.
A La Carte Event Pavilion, Ltd.	FL	8050	59-3659025
Carrabba’s Designated Partner, LLC	DE	8050	20-8475204
Carrabba’s Italian Grill, LLC	FL	8050	59-3295193
Carrabba’s Italian Market, LLC	FL	8050	26-0388687
Carrabba’s Kansas Designated Partner, LLC	DE	8050	20-8719120
Carrabba’s Kansas, Inc.	KS	8050	03-0460308
Carrabba’s Midwest Designated Partner, LLC	DE	8050	20-8718725
Carrabba’s Midwest, Inc.	KS	8050	59-3591788
Carrabba’s of Baton Rouge, LLC	FL	8050	20-1579298
Carrabba’s of Bowie, LLC	MD	8050	55-0800809
Carrabba’s Shreveport, LLC	FL	8050	20-2152029
Carrabba’s/Arizona-I, Limited Partnership	FL	8050	59-3391044
Carrabba’s/Birchwood, Limited Partnership	FL	8050	51-0467086
Carrabba’s/Bobby Pasta, Limited Partnership	FL	8050	20-2035579
Carrabba’s/Broken Arrow, Limited Partnership	FL	8050	20-3029408
Carrabba’s/Canton, Limited Partnership	FL	8050	59-3668459
Carrabba’s/Carolina-I, Limited Partnership	FL	8050	59-3460180
Carrabba’s/Central Florida-I, Limited Partnership	FL	8050	59-3386227
Carrabba’s/Chicago, Limited Partnership	FL	8050	59-3694616
Carrabba’s/Colorado-I, Limited Partnership	FL	8050	59-3329023
Carrabba’s/Crestview Hills, Limited Partnership	FL	8050	20-0178000
Carrabba’s/Dallas-I, Limited Partnership	FL	8050	59-3627865
Carrabba’s/DC-I, Limited Partnership	FL	8050	59-3391932
Carrabba’s/First Coast, Limited Partnership	FL	8050	59-3400608
Carrabba’s/Georgia-I, Limited Partnership	GA	8050	59-3295191
Carrabba’s/Great Lakes-I, Limited Partnership	FL	8050	59-3542931
Carrabba’s/Gulf Coast-I, Limited Partnership	FL	8050	20-1096125
Carrabba’s/Heartland-I, Limited Partnership	FL	8050	03-0460287
Carrabba’s/Kansas Two-I, Limited Partnership	KS	8050	20-1472721
Carrabba’s/Kansas-I, Limited Partnership	KS	8050	03-0460331
Carrabba’s/Mid Atlantic-I, Limited Partnership	FL	8050	59-3375677
Carrabba’s/Mid East, Limited Partnership	FL	8050	20-3029369
Carrabba’s/Midwest-I, Limited Partnership	KS	8050	59-3604371
Carrabba’s/New England, Limited Partnership	FL	8050	59-3682742
Carrabba’s/Ohio, Limited Partnership	FL	8050	59-3694613
Carrabba’s/Outback, Limited Partnership	FL	8050	76-0396236
Carrabba’s/Pensacola, Limited Partnership	FL	8050	90-0076800
Carrabba’s/Second Coast, Limited Partnership	FL	8050	51-0467092
Carrabba’s/South Florida-I, Limited Partnership	FL	8050	59-3329152
Carrabba’s/South Texas-I, Limited Partnership	FL	8050	13-4246830
Carrabba’s/Sun Coast, Limited Partnership	FL	8050	59-3698007
Carrabba’s/Texas, Limited Partnership	FL	8050	59-3309113
Carrabba’s/Tri State-I, Limited Partnership	FL	8050	20-0178997
Carrabba’s/Tropical Coast, Limited Partnership	FL	8050	20-1050979
Carrabba’s/Virginia, Limited Partnership	FL	8050	20-3036416
Carrabba’s/West Florida-I, Limited Partnership	FL	8050	59-3321512
Carrabba’s/Z Team Two-I, Limited Partnership	FL	8050	20-1166520
Carrabba’s/Z Team-I, Limited Partnership	FL	8050	20-0209195

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Number	I.R.S. Employer Identification No.
Cheeseburger Designated Partner, LLC	DE	8050	20-8475937
Cheeseburger in Paradise of Kansas, Inc.	KS	8050	20-1528140
Cheeseburger in Paradise, LLC	DE	8050	59-3671653
Cheeseburger Kansas Designated Partner, LLC	DE	8050	20-8719005
Cheeseburger-Buckeye, Limited Partnership	FL	8050	20-0174348
Cheeseburger-Downer’s Grove, Limited Partnership	FL	8050	05-0556946
Cheeseburger-Illinois, Limited Partnership	FL	8050	20-0269240
Cheeseburger-Kansas, Limited Partnership	KS	8050	20-1528193
Cheeseburger-Maryland, Limited Partnership	FL	8050	20-0270250
Cheeseburger-Michigan, Limited Partnership	FL	8050	20-2327923
Cheeseburger-Nebraska, Limited Partnership	FL	8050	20-0194502
Cheeseburger-Northern New Jersey, Limited Partnership	FL	8050	20-0270498
Cheeseburger-Northern Virginia, Limited Partnership	FL	8050	56-2359756
Cheeseburger-Ohio, Limited Partnership	FL	8050	59-7216459
Cheeseburger-South Carolina, Limited Partnership	FL	8050	20-0270482
Cheeseburger-South Eastern Pennsylvania, Limited Partnership	FL	8050	54-2120144
Cheeseburger-South Florida, Limited Partnership	FL	8050	20-1014107
Cheeseburger-Southern NY, Limited Partnership	FL	8050	20-0577766
Cheeseburger-West Nyack, Limited Partnership	FL	8050	56-2314742
Cheeseburger-Wisconsin, Limited Partnership	FL	8050	14-1871562
CIGI Beverages of Texas, Inc.	TX	8050	76-0644450
CIGI Holdings, Inc.	TX	8050	54-2147428
Frederick Outback, Inc.	MD	8050	52-1823949
Heartland Outback, Inc.	KS	8050	59-3392967
Heartland Outback-I, Limited Partnership	KS	8050	59-3392974
Heartland Outback-II, Limited Partnership	KS	8050	59-3470135
OBTex Holdings, Inc.	TX	8050	26-0463212
OS Asset, Inc.	FL	8050	59-3602393
OS Capital, Inc.	DE	8050	51-0393481
OS Developers, LLC	FL	8050	59-3604617
OS Management, Inc.	FL	8050	59-3602392
OS Mortgage Holdings, Inc.	DE	8050	20-2863689
OS Realty, LLC	FL	8050	59-3671409
OS Restaurant Services, Inc.	DE	8050	59-3549811
OS Speedway, LLC	FL	8050	59-3630628
OS Tropical, LLC	FL	8050	59-3668622
OSF/CIGI of Evesham Partnership	FL	8050	20-5132036
OSI Gift Card Services, LLC	FL	8050	59-2848217
OSI International, LLC	FL	8050	02-0591579
Outback & Carrabba’s of New Mexico, Inc.	NM	8050	59-3390138
Outback Alabama, Inc.	AL	8050	20-0742496
Outback Beverages of Texas, Inc.	TX	8050	75-2446167
Outback Catering Company, Limited Partnership	FL	8050	59-3472937
Outback Catering Company-II, Limited Partnership	FL	8050	59-3543172
Outback Catering Designated Partner, LLC	DE	8050	20-8719164
Outback Catering of Pittsburgh, Ltd.	FL	8050	59-3654957
Outback Catering, Inc.	FL	8050	59-3554516
Outback Designated Partner, LLC	DE	8050	20-8457976
Outback International Designated Partner, LLC	DE	8050	20-8718909
Outback Kansas Designated Partner, LLC	DE	8050	20-8719081

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Number	I.R.S. Employer Identification No.
Outback of Aspen Hill, Inc.	MD	8050	26-1478958
Outback of Germantown, Inc.	MD	8050	26-0714562
Outback of Waldorf, Inc.	MD	8050	59-3314442
Outback Sports, LLC	DE	8050	59-3514778
Outback Steakhouse International, L.P.	GA	8050	59-3316101
Outback Steakhouse International, LLC	FL	8050	59-3308620
Outback Steakhouse of Central Florida, Ltd.	FL	8050	59-2969147
Outback Steakhouse of Central Florida-II, Ltd.	FL	8050	59-3168113
Outback Steakhouse of Dallas-I, Ltd.	TX	8050	59-7052644
Outback Steakhouse of Dallas-II, Ltd.	TX	8050	59-3324626
Outback Steakhouse of Florida, LLC	FL	8050	59-2848217
Outback Steakhouse of Houston-I, Ltd.	TX	8050	59-3324630
Outback Steakhouse of Houston-II, Ltd.	TX	8050	59-3324636
Outback Steakhouse of Indianapolis, Ltd.	FL	8050	59-3017233
Outback Steakhouse of Kentucky, Ltd.	FL	8050	59-3168119
Outback Steakhouse of North Georgia-I, L.P.	GA	8050	58-2114683
Outback Steakhouse of North Georgia-II, L.P.	GA	8050	59-3267888
Outback Steakhouse of South Carolina, Inc.	SC	8050	59-3134609
Outback Steakhouse of South Florida, Ltd.	FL	8050	59-3111207
Outback Steakhouse of South Georgia-I, L.P.	GA	8050	58-2114732
Outback Steakhouse of South Georgia-II, L.P.	GA	8050	59-3335767
Outback Steakhouse of Washington D.C., Ltd.	FL	8050	65-0225014
Outback Steakhouse West Virginia, Inc.	WV	8050	59-3350085
Outback Steakhouse-NYC, Ltd.	FL	8050	42-1577138
Outback/Alabama-I, Limited Partnership	FL	8050	59-3333075
Outback/Alabama-II, Limited Partnership	FL	8050	59-3772370
Outback/Bayou-I, Limited Partnership	FL	8050	58-2114699
Outback/Bayou-II, Limited Partnership	FL	8050	59-3270373
Outback/Billings, Limited Partnership	FL	8050	20-3671099
Outback/Bluegrass-I, Limited Partnership	FL	8050	59-3333076
Outback/Bluegrass-II, Limited Partnership	FL	8050	59-3346424
Outback/Buckeye-I, Limited Partnership	FL	8050	59-3333080
Outback/Buckeye-II, Limited Partnership	FL	8050	59-3346428
Outback/Carrabba’s Partnership	FL	8050	59-3381148
Outback/Central Mass, Limited Partnership	FL	8050	20-4952902
Outback/Charlotte-I, Limited Partnership	FL	8050	65-0201445
Outback/Chicago-I, Limited Partnership	FL	8050	59-3167848
Outback/Cleveland-I, Limited Partnership	FL	8050	59-3177208
Outback/Cleveland-II, Limited Partnership	FL	8050	59-3412031
Outback/DC, Limited Partnership	FL	8050	20-3127799
Outback/Denver-I, Limited Partnership	FL	8050	59-3248393
Outback/Detroit-I, Limited Partnership	FL	8050	38-3046363
Outback/East Michigan, Limited Partnership	FL	8050	20-3597673
Outback/Empire-I, Limited Partnership	FL	8050	59-3270369
Outback/Hawaii-I, Limited Partnership	FL	8050	59-3640519
Outback/Heartland-I, Limited Partnership	FL	8050	59-3333079
Outback/Heartland-II, Limited Partnership	FL	8050	59-3346422
Outback/Indianapolis-II, Limited Partnership	FL	8050	59-3167850
Outback/Metropolis-I, Limited Partnership	FL	8050	59-3262681
Outback/Mid Atlantic-I, Limited Partnership	FL	8050	59-3134612

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Number	I.R.S. Employer Identification No.
Outback/Midwest-I, Limited Partnership	FL	8050	59-3333078
Outback/Midwest-II, Limited Partnership	FL	8050	59-3346419
Outback/Missouri-I, Limited Partnership	FL	8050	59-3333083
Outback/Missouri-II, Limited Partnership	FL	8050	59-3346417
Outback/Nevada-I, Limited Partnership	FL	8050	59-3224004
Outback/Nevada-II, Limited Partnership	FL	8050	59-3359890
Outback/New England-I, Limited Partnership	FL	8050	59-3596315
Outback/New England-II, Limited Partnership	FL	8050	59-3596312
Outback/New York, Limited Partnership	FL	8050	20-3629909
Outback/North Florida-I, Limited Partnership	FL	8050	59-3248313
Outback/North Florida-II, Limited Partnership	FL	8050	59-3320869
Outback/Phoenix-I, Limited Partnership	FL	8050	59-3224005
Outback/Phoenix-II, Limited Partnership	FL	8050	59-3392979
Outback/Shenandoah-I, Limited Partnership	FL	8050	59-3333081
Outback/Shenandoah-II, Limited Partnership	FL	8050	59-3346418
Outback/South Florida-II, Limited Partnership	FL	8050	59-3258845
Outback/Southwest Georgia, Limited Partnership	FL	8050	20-3044402
Outback/Stone-II, Limited Partnership	FL	8050	59-3143049
Outback/Utah-I, Limited Partnership	FL	8050	59-3333072
Outback/Virginia, Limited Partnership	FL	8050	20-3860075
Outback/West Florida-I, Limited Partnership	FL	8050	59-3111202
Outback/West Florida-II, Limited Partnership	FL	8050	65-0507336
Outback/West Penn, Limited Partnership	FL	8050	20-3025197
Private Restaurant Master Lessee, LLC	DE	8050	20-8515350

The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is: c/o OSI Restaurant Partners, LLC, 2202 N. West Shore Blvd., Suite 500, Tampa, FL 33607, Telephone: (813) 282-1225

The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrants is:

Joseph J. Kadow

Executive Vice President and Chief Officer—Legal and Corporate Affairs

2202 N. West Shore Blvd., Suite 500

Tampa, Florida 33607

Telephone: (813)-282-1225

with a copy to:

Craig E. Marcus

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

(617) 951-7000

The information in this preliminary prospectus is not complete and may be changed. We may not complete the exchange offer until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 9, 2008.

Prospectus

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

Offer to Exchange

$550,000,000 principal amount of our 10% Senior Notes due 2015, which have been registered under the Securities Act, for any and all of our outstanding 10% Senior Notes due 2015.

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, all of our 10% Senior Notes due 2015, which we refer to as the outstanding notes, for our registered 10% Senior Notes due 2015, which we refer to as exchange notes, and together with the outstanding notes, the notes. We are also offering the subsidiary guarantees of the exchange notes, which are described in this prospectus. The terms of the exchange notes are identical to the terms of the outstanding notes except that the exchange notes have been registered under the Securities Act of 1933, and therefore are freely transferable. Interest on the notes will be payable on June 15 and December 15 of each year. The notes will mature on June 15, 2015.

The principal features of the exchange offer are as follows:

• We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes that are freely tradable.

• You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.

• The exchange offer expires at 12:00 a.m. midnight, New York City time, on                      , 2008, unless extended.

• The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the applicable indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

You should consider carefully the risk factors beginning on page 14 of this prospectus before participating in the exchange offer.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2008.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Summary Historical and Pro Forma Consolidated Financial Data	11
Risk Factors	14
Market and Industry Information	26
Cautionary Note Regarding Forward-Looking Statements	26
The Exchange Offer	27
The Transactions	37
Use of Proceeds	39
Capitalization	40
Selected Historical Consolidated Financial and Operating Data	41
Unaudited Pro Forma Condensed Consolidated Financial Statements	43
Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Business	84
Management	103
Executive Compensation	105
Principal Stockholders and Management Ownership	120
Certain Relationships and Related Party Transactions	123
Description of Other Indebtedness	126
Description of PRP Sale-Leaseback Transaction	131
Description of the Exchange Notes	133
Material United States Federal Income Tax Considerations	192
Certain Considerations for Benefit Plan Investors	197
Plan of Distribution	198
Legal Matters	198
Experts	199
Where You Can Find More Information	199
Index to Consolidated Financial Statements	F-1

This prospectus contains summaries of the terms of several material documents. These summaries include the terms that we believe to be material, but we urge you to review these documents in their entirety. We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request of that person, a copy of any and all of this information. Requests for copies should be directed to Joseph J. Kadow, OSI Restaurant Partners, LLC, 2202 N. West Shore Blvd., Suite 500, Tampa, FL 33607. You should request this information at least five business days in advance of the date on which you expect to make your decision with respect to the exchange offer. In any event, you must request this information prior to , 2008, in order to receive the information prior to the expiration of the exchange offer.

i

PROSPECTUS SUMMARY

The following summary contains basic information about OSI Restaurant Partners, LLC and the exchange offer. It likely does not contain all of the information that is important to you. Before you make an investment decision, you should review this prospectus in its entirety, including the risk factors, our financial statements and the related notes and the pro forma financial data appearing elsewhere in this prospectus. Please note that the presentation of our consolidated financial statements consists of two periods: the “Predecessor” period, which covers the period preceding the Merger, as defined below, and the “Successor” period, which covers the period after the Merger. Accordingly, the results of operations for the year ended December 31, 2007 includes the results of operations from January 1 to June 14, 2007 of the Predecessor and the results of operations for the period from June 15 to December 31, 2007 of the Successor, on a combined basis. Although this combined basis does not comply with generally accepted accounting principles in the United States (“U.S. GAAP”), we believe it provides a more meaningful method of comparison to the other periods presented in this prospectus. Unless otherwise indicated, the terms “OSI,” “the Company,” “our company,” “us,” “we” and “our” refer to OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc., together with their subsidiaries. In addition, unless otherwise noted, references to “pro forma,” and other financial terms have the meanings set forth under “—Summary Historical and Pro Forma Consolidated Financial Information.” Unless otherwise indicated, restaurant count data is as of December 31, 2007.

Our Company

We are one of the largest casual dining restaurant companies in the United States, with a significant international presence. Through our restaurant concepts, each with a distinct theme, menu offering and price point, we serve a broad customer base and cater to multiple dining occasions. Our primary concepts include Outback Steakhouse, or Outback, Carrabba’s Italian Grill, or Carrabba’s, Bonefish Grill, or Bonefish, and Fleming’s Prime Steakhouse and Wine Bar, or Fleming’s. Our other concepts include Roy’s, Cheeseburger in Paradise, Lee Roy Selmon’s and Blue Coral Seafood and Spirits, or Blue Coral. We have entered into an agreement in principle to sell the majority of our interest in our Lee Roy Selmon’s concept to an investor group led by Lee Roy Selmon and Peter Barli, president of the concept. We are evaluating strategies for exiting our other, non-primary concepts. Outback, our largest restaurant concept, is the leading steakhouse chain in the United States with 2007 restaurant sales greater than the sales of its three closest steakhouse chain competitors combined, as reported by Technomic. We also hold leading positions in the Italian and seafood categories: Carrabba’s is the third largest full-service Italian chain in the United States and Bonefish is the second largest full-service seafood chain in the United States, in each case based on 2007 restaurant sales as reported by Technomic. We have 1,318 company-owned and 162 franchised and development joint venture restaurants located in all 50 states and in 20 countries internationally. For the year ended December 31, 2007, we generated total revenues of approximately $4.1 billion.

We believe we maintain our strong market position by serving high-quality food, providing attentive service and operating efficient restaurants. Each of our restaurant concepts offers a limited number of menu items to maximize the quality and consistency of each item we serve while offering sufficient breadth to appeal to a broad array of tastes. We believe our concepts, which range from casual to upscale casual dining atmospheres, attract a diverse customer mix. We believe our attentive service contributes to maintaining a loyal customer base. In addition, we believe we are able to align the incentives of our restaurant general managers with those of our Company and foster long-term employee commitment by providing them with the opportunity to share in the cash flows of the restaurants they manage. We believe this business model drives strong unit-level economics, which has enabled us to maintain a healthy restaurant base.

1

The Transactions

On June 14, 2007, OSI Restaurant Partners, Inc., by means of a merger transaction (referred to as the Merger) and related transactions (referred to collectively with the Merger as the Transactions), was acquired by an investor group comprised of Bain Capital Partners, LLC and Catterton Partners (collectively referred to as the Sponsors) our founders, Robert D. Basham, J. Timothy Gannon and Chris T. Sullivan (collectively referred to as the Founders), and certain members of our management team. In connection with the Merger, OSI Restaurant Partners, Inc. was converted in accordance with Delaware law into a Delaware limited liability company, OSI Restaurant Partners, LLC, and deregistered its common stock from public trading. OSI Co-Issuer, Inc. exists solely for the purpose of serving as a co-issuer of the exchange notes. All of our issued and outstanding equity interests are held by OSI HoldCo, Inc., or Holdings, which has no material assets or operations other than its direct ownership of OSI and its indirect ownership of our newly-formed sister company, Private Restaurant Properties, LLC, or PRP, through PRP’s parent companies. Holdings is a wholly-owned subsidiary of OSI HoldCo I, Inc., which is a wholly-owned subsidiary of OSI HoldCo II, Inc., which is a wholly-owned subsidiary of Kangaroo Holdings, Inc., our ultimate parent company, which we refer to as Parent. Through their ownership interests in Parent, the Sponsors, certain co-investors designated by the Sponsors, which we refer to collectively with the Sponsors as the Investors, the Founders and certain members of our management collectively indirectly own OSI. See “The Transactions.”

In connection with the Merger, we caused our wholly-owned subsidiaries that own domestic restaurant properties to sell substantially all of these company-owned restaurant properties to PRP. PRP financed the purchase of these properties through a new real estate credit facility, and then leased the properties to Private Restaurant Master Lessee, LLC, one of our wholly-owned subsidiaries, under a market rate master lease. We refer to the sale of certain of our domestic company-owned restaurant properties to PRP and entry into the market rate master lease and the related underlying subleases as the PRP Sale-Leaseback Transaction. Neither PRP nor any of its parent companies will be a guarantor of the exchange notes offered hereby or will have any liability with respect to the exchange notes offered hereby or any of our other indebtedness or obligations. The restaurant properties and other assets sold to PRP pursuant to the PRP Sale-Leaseback Transaction will not be available to satisfy any of our obligations, including indebtedness evidenced by the exchange notes offered hereby. The terms of the PRP real estate credit facility permit PRP to distribute certain excess cash amounts to the holders of its equity.

The Merger was financed by borrowings under our new senior secured credit facilities, the proceeds from the issuance of the outstanding notes, the proceeds to us from the PRP Sale-Leaseback Transaction, the investment in our equity securities by the Sponsors and certain members of our management, the rollover of equity owned by the Founders, and available cash on hand.

The offering of the outstanding notes, the initial borrowings under our new senior secured credit facilities, the PRP Sale-Leaseback Transaction, the cash equity investment by the Sponsors and management, the Founders’ rollover equity and the unvested restricted stock rollover by other members of our management team, the purchase of the Founders’ non-rollover equity, the Merger, the conversion to an LLC, and other related transactions are collectively referred to in this prospectus as the Transactions. For a more complete description of the Transactions, see “The Transactions,” “Description of Other Indebtedness” and “Description of PRP Sale-Leaseback Transaction.”

The Sponsors

Bain Capital Partners, LLC. Bain Capital is a global private investment firm whose affiliates manage several pools of capital including private equity, venture capital, public equity, and leveraged debt assets with approximately $50 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 230 companies around the world, including such

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leading retailers and consumer companies as Burger King, Domino’s Pizza, Dunkin Brands, Michaels Stores, Burlington Coat Factory, Toys “R” Us, Dollarama, Staples, Shopper’s Drug Mart, Brookstone, Sealy Corp., Sports Authority and Duane Reade. Headquartered in Boston, Bain Capital also has offices in New York, London, Munich, Hong Kong, Shanghai and Tokyo.

Catterton Partners. With more than $2 billion in assets under management, Catterton is a leading private equity firm in the United States focused exclusively on the consumer industry. Since its founding in 1990, Catterton has leveraged its investment capital, strategic and operating skills, and network of industry contacts to establish one of the strongest investment track records in the consumer industry. Catterton invests in all major consumer segments, including Food and Beverage, Retail and Restaurants, Consumer Products and Services, and Media and Marketing Services. Catterton has led investments in companies such as Build-A-Bear Workshop, Cheddar’s Restaurant Holdings Inc., P.F. Chang’s China Bistro, Baja Fresh Mexican Grill, First Watch Restaurants, Frederic Fekkai, Kettle Foods, Farley’s and Sathers Candy Co., and Odwalla, Inc.

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The Exchange Offer

On June 14, 2007, we completed an offering of $550 million aggregate principal amount of 10% Senior Notes due 2015 in a private offering which was exempt from registration under the Securities Act.

If we and the subsidiary guarantors are not able to effect the exchange offer contemplated by this prospectus, we and the subsidiary guarantors will use reasonable best efforts to file and cause to become effective a shelf registration statement relating to the resale of the outstanding notes. We may be required to pay additional interest on the notes in certain circumstances.

The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange offer, see “The Exchange Offer.”

Securities Offered OSI and Co-Issuer are offering to exchange $550.0 million aggregate principal amount of 10% Senior Notes due 2015.

Exchange Offer In connection with the private offering, OSI Restaurant Partners, LLC, OSI Co-Issuer, Inc. and the guarantors of the outstanding notes entered into a registration rights agreement with the initial purchasers in which they agreed, among other things, to deliver this prospectus to you and to complete the exchange offer within 365 days after the date of the original issuance of the outstanding notes. If we are unable to complete the exchange offer within this time period we are required, subject to the terms and conditions set forth in the registration rights agreement, to pay additional interest to holders of the notes as described in “The Exchange Offer—Purpose and Effect of the Exchange Offer.” You are entitled to exchange in the exchange offer your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except:

• the exchange notes have been registered under the Securities Act;

• the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the registration rights agreements; and

• the liquidated damages provisions of the registration rights agreements are no longer applicable.

Resale Based upon interpretations by the Staff of the Securities and Exchange Commission, or the Commission, set forth in no-action letters issued to unrelated third-parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, unless you:

• are an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• are a broker-dealer who purchased the notes directly from us for resale under Rule 144A, Regulation S or any other available exemption under the Securities Act;

• acquired the exchange notes other than in the ordinary course of your business;

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• have an arrangement with any person to engage in the distribution of the exchange notes; or

• are prohibited by law or policy of the SEC from participating in the exchange offer.

However, we have not submitted a no-action letter, and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.

Expiration Date The exchange offer will expire at 12:00 a.m. midnight, New York City time on                    , 2008, which we refer to as the expiration date, unless we decide to extend the exchange offer. We do not currently intend to extend the expiration date.

Conditions to the Exchange Offer The exchange offer is subject to certain customary conditions, some of which may be waived by us. See “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Notes If you wish to tender your outstanding notes for exchange pursuant to the exchange offer, you must transmit to Wells Fargo Bank, as exchange agent, on or prior to the expiration date, either:

• a properly completed and duly executed copy of the letter of transmittal accompanying this prospectus, or a facsimile of the letter of transmittal, together with your outstanding notes and any other documentation required by the letter of transmittal, at the address set forth on the cover page of the letter of transmittal; or

• if you are effecting delivery by book-entry transfer, a computer generated message transmitted by means of the Automated Tender Offer Program System of The Depository Trust Company, or DTC, in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer.

In addition, you must deliver to the exchange agent on or prior to the expiration date, if you are effecting delivery by book-entry transfer, a timely confirmation of book-entry transfer of your outstanding notes into the account of the exchange agent at DTC pursuant to the procedures for book-entry transfers described in this prospectus under the heading “The Exchange Offer—Procedures for Tendering Outstanding Notes.”

By executing and delivering the accompanying letter of transmittal or effecting delivery by book-entry transfer, you are representing to us that, among other things:

• neither the holder nor any other person receiving the exchange notes pursuant to the exchange offer is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

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• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes;

• the person receiving the exchange notes pursuant to the exchange offer, whether or not this person is the holder, is receiving them in the ordinary course of business; and

• neither the holder nor any other person receiving the exchange notes pursuant to the exchange offer has an arrangement or understanding with any person to participate in the distribution of such exchange notes and that such holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes;

See “The Exchange Offer—Procedures for Tendering Outstanding Notes” and “Plan of Distribution.”

Special Procedures for Beneficial Owners If you are the beneficial owner of outstanding notes and your name does not appear on a security listing of DTC as the holder of those notes or if you are a beneficial owner of notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes in the exchange offer, you should promptly contact the person in whose name your notes are registered and instruct that person to tender on your behalf. If you, as a beneficial holder, wish to tender on your own behalf you must, prior to completing and executing the letter of transmittal and delivering your notes, either make appropriate arrangements to register ownership of the notes in your name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

Guaranteed Delivery Procedures If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other documents required by the applicable letter of transmittal or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Withdrawal Rights The tender of the outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to 12:00 a.m. midnight, New York City time, on the expiration date.

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Acceptance of Outstanding Notes and Delivery of Exchange Notes Subject to customary conditions, we will accept outstanding notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.

Effect of Not Tendering in the Exchange Offer Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations to register, and we do not currently anticipate that we will register, the outstanding notes under the Securities Act. See “The Exchange Offer—Consequences of Failure to Exchange.”

Interest on the Exchange Notes and the Outstanding Notes The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes. Holders whose outstanding notes are accepted for exchange will be deemed to have waived the right to receive interest accrued on the outstanding notes.

Broker-Dealers Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Material United States Federal Income Tax Considerations The exchange of outstanding notes for exchange notes by tendering holders will not be a taxable exchange for United States federal income tax purposes, and such holders will not recognize any taxable gain or loss or any interest income for United States federal income tax purposes as a result of such exchange. See “Material United States Federal Income Tax Considerations.”

Exchange Agent Wells Fargo Bank, National Association, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.

Use of Proceeds We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer.

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The Exchange Notes

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the notes.

Co-Issuers OSI Restaurant Partners, LLC, a Delaware limited liability company, and OSI Co-Issuer, Inc., a Delaware corporation and a wholly-owned subsidiary of OSI Restaurant Partners, LLC.

Securities Offered $550,000,000 aggregate principal amount of Senior Notes due 2015.

Maturity Date June 15, 2015.

Interest Rate 10% per year

Interest Payment Dates June 15 and December 15 of each year, commencing June 15, 2008. Interest on the exchange notes will accrue from the most recent date to which interest has been paid on the outstanding notes.

Guarantees Each of our current and future wholly-owned domestic restricted subsidiaries that acts as a guarantor under our senior secured credit facilities will jointly, severally, irrevocably, fully and unconditionally guarantee the notes. The notes will be guaranteed on a senior unsecured basis.

Ranking The exchange notes and related guarantees will be general unsecured obligations of us and the guarantors, and will rank equally in right of payment to all of our and the guarantors’ indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the notes and the guarantees. The notes and any guarantees will be senior in right of payment to any future indebtedness and other obligations of us or the guarantors that are, by their terms, expressly subordinated in right of payment to the notes and the subsidiary guarantees. The notes and any guarantees will be effectively subordinated to all senior secured indebtedness and other obligations of us and the subsidiary guarantors (including our senior secured credit facilities) to the extent of the value of the assets securing such obligations, and to all indebtedness and other obligations of our subsidiaries that do not guarantee the notes.

As of December 31, 2007, the outstanding notes and related guarantees ranked effectively junior to approximately $1.3 billion of senior secured debt outstanding under our senior secured credit facilities and certain other existing indebtedness. In addition, we have an additional $200.5 million of available unused borrowing capacity under the revolving portions of our senior secured credit facilities (after giving effect to outstanding letters of credit of approximately $49.5 million).

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Optional Redemption Prior to June 15, 2011, we may redeem some or all of the notes at any time at a price of 100% of the principal amount of the notes redeemed plus a “make-whole” premium. On or after June 15, 2011, we may redeem some or all of the notes at any time at the redemption prices described under “Description of the Exchange Notes—Optional Redemption,” plus accrued and unpaid interest. In addition, at any time prior to June 15, 2010, we may also redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings at the redemption price specified under “Description of the Exchange Notes—Optional Redemption,” plus accrued and unpaid interest.

Change of Control Offer If we experience certain kinds of changes of control, we must offer to purchase the notes at 101% of their principal amount plus accrued and unpaid interest (if any).

Mandatory Offer to Repurchase Following Certain Asset Sales If we sell certain assets and do not reinvest the net proceeds in compliance with the indenture, we must offer to repurchase the notes at 100% of their principal amount plus accrued and unpaid interest (if any).

Certain Indenture Provisions The indenture contains covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:

• incur additional indebtedness;

• pay dividends on our capital stock or repurchase our capital stock;

• make certain investments;

• use assets as security to secure other debt; and

• sell assets to, or merge with or into, another company.

Transfer Restrictions The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any market. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market in the exchange notes. The initial purchasers are not obligated, however, to make a market in the exchange notes, and such market-making may be discontinued by the initial purchasers in their discretion at any time without notice.

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Risk Factors

Participating in the exchange offer, and therefore investing in the exchange notes, involves substantial risk. See the “Risk Factors” section of this prospectus for a description of material risks you should consider before investing in the exchange notes.

Corporate Information

Our principal executive offices are located at 2202 N. West Shore Blvd., Suite 500, Tampa, FL 33607. Our telephone number at that address is (813) 282-1225. Our corporate website address is http://www.osirestaurantpartners.com. Our website and the information contained on our website is not part of this prospectus.

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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

The following table sets forth summary historical and unaudited pro forma consolidated financial and other data of our business at the dates and for the periods indicated. The summary historical financial data for, and as of, the years ended December 31, 2005 and 2006, the period from January 1 to June 14, 2007 and the period from June 15 to December 31, 2007 have been derived from our historical audited consolidated financial statements. The unaudited pro forma financial data for the year ended December 31, 2007 gives effect to the Transactions as if the Transactions had occurred at the beginning of the period presented. The summary information in the following tables should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Consolidated Financial Data,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical audited consolidated financial statements and related notes included elsewhere in this prospectus.

	Successor						Predecessor
	Pro Forma Year Ended December 31, 2007			Period from June 15 to December 31, 2007 (1)			Period from January 1 to June 14, 2007 (1)			Year Ended December 31,
										2006			2005
	(in thousands)						(in thousands)
Statement of Operations Data:
Revenues
Restaurant sales	$	4,144,615		$	2,227,926		$	1,916,689		$	3,919,776		$	3,590,869
Other revenues		22,046			12,098			9,948			21,183			21,848
Total revenues		4,166,661			2,240,024			1,926,637			3,940,959			3,612,717
Costs and expenses
Cost of sales		1,472,047			790,592			681,455			1,415,459			1,315,340
Labor and other related (2)		1,163,440			623,159			540,281			1,087,258			930,356
Other restaurant operating		1,035,780			557,459			440,545			885,562			783,745
Depreciation and amortization		183,063			102,263			74,846			151,600			127,773
General and administrative (2)		249,180			138,376			158,147			234,642			197,135
Hurricane property losses		—			—			—			—			3,101
Provision for impaired assets and restaurant closings		30,296			21,766			8,530			14,154			27,170
Contribution for “Dine Out for Hurricane Relief”		—			—			—			—			1,000
(Income) loss from operations of unconsolidated affiliates		(569	)		(1,261	)		692			(5	)		(1,479	)
Total costs and expenses		4,133,237			2,232,354			1,904,496			3,788,670			3,384,141
Income from operations		33,424			7,670			22,141			152,289			228,576
Other income (expense), net		—			—			—			7,950			(2,070	)
Interest income		6,286			4,725			1,561			3,312			2,087
Interest expense		(176,420	)		(98,722	)		(6,212	)		(14,804	)		(6,848	)
Loss (income) before (benefit) provision for income taxes and minority interest in consolidated entities’ income		(136,710	)		(86,327	)		17,490			148,747			221,745
(Benefit) provision for income taxes		(74,864	)		(47,143	)		(1,656	)		41,812			73,808
(Loss) income before minority interest in consolidated entities’ income		(61,846	)		(39,184	)		19,146			106,935			147,937
Minority interest in consolidated entities’ income		2,556			871			1,685			6,775			1,191
Net (loss) income	$	(64,402	)	$	(40,055	)	$	17,461		$	100,160		$	146,746

(continued…)

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	Successor					Predecessor
	Pro Forma Year Ended December 31,		Period from June 15 to December 31,			Period from January 1 to June 14,			Year Ended December 31,
	2007		2007 (1)			2007 (1)			2006			2005
	(in thousands)					(in thousands, except ratio data)
Statement of Cash Flows Data:
Cash provided by (used in):
Operating activities		N/A	$	160,781		$	155,633		$	350,713		$	364,114
Investing activities		N/A		(2,297,634	)		(119,753	)		(336,735	)		(318,782	)
Financing activities		N/A		2,265,127			(87,906	)		(3,998	)		(48,433	)
Capital expenditures		N/A		77,065			119,359			297,734			327,862
Other Financial Data:
Cash rent expense	$	162,910	$	94,367		$	51,156		$	101,577		$	85,489
Ratio of earnings to fixed charges (3)		—		—			1.7	x		3.8	x		6.6	x
Management fee (4)	$	9,100	$	5,162			—			—			—

	Successor			Predecessor
	As of December 31, 2007			As of December 31,
				2006			2005
				(in thousands)
Balance Sheet Data (end of period):
Cash and cash equivalents	$	171,104		$	94,856		$	84,876
Restricted cash (current and long-term)		36,243			—			—
Working capital deficit (5)		(222,428	)		(248,991	)		(219,291	)
Total assets		3,703,459			2,258,587			2,009,498
Total debt, including current portion		1,878,528			269,956			185,348
Total unitholder’s/stockholders’ equity		599,392			1,221,213			1,144,420

	Successor		Predecessor
	Year Ended December 31,		Year Ended December 31,
	2007		2006		2005
Restaurant Operating Data:
Company-owned restaurants (end of period)
Outback (domestic)	688		679		670
Outback (international)	129		118		88
Carrabba’s	238		229		200
Bonefish	134		112		86
Fleming’s	54		45		39
Other concepts	75		67		54
Franchise and development joint venture (end of period)
Outback (domestic)	107		107		105
Outback (international)	49		44		52
Bonefish	6		7		4
Total restaurants (end of period)	1,480		1,408		1,298
Same store sales growth (company-owned domestic restaurants): (6)
Outback	(0.7	)%	(1.5	)%	(0.8	)%
Carrabba’s	(1.0	)%	(1.1	)%	6.0	%
Bonefish	(1.7	)%	0.4	%	4.3	%
Fleming’s	0.4	%	4.3	%	11.5	%

(1) On June 14, 2007, OSI Restaurant Partners, Inc. was acquired by an investor group. Immediately following consummation of the Merger on June 14, 2007, OSI Restaurant Partners, Inc. converted into a Delaware limited liability company named OSI Restaurant Partners, LLC. The historical audited consolidated financial statements are presented for two periods: Predecessor and Successor, which relate to the period preceding the Merger and the period succeeding the

(continued…)

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Merger, respectively. The operations of OSI Restaurant Partners, Inc. are referred to for the Predecessor period and the operations of OSI Restaurant Partners, LLC are referred to for the Successor period.

Assets and liabilities were assigned values, part carryover basis pursuant to Emerging Issues Task Force Issue No. 88-16, “Basis in Leveraged Buyout Transactions,” and part fair value, similar to a step acquisition, pursuant to EITF No. 90-12, “Allocating Basis to Individual Assets and Liabilities for Transactions within the Scope of Issue No. 88 -16.” As a result, there were zero retained earnings and accumulated depreciation and amortization after the allocation was made. Depreciation and amortization are higher in the Successor period due to these fair value assessments resulting in increases to the carrying value of property, plant and equipment and intangible assets.

Interest expense has increased substantially in the Successor period in connection with our new financing arrangements. These arrangements include the issuance of senior notes in an aggregate principal amount of $550.0 million and senior secured credit facilities with a syndicate of institutional lenders and financial institutions. The senior secured credit facilities provide for senior secured financing of up to $1,560.0 million and consist of a $1,310.0 million term loan facility, a $150.0 million working capital revolving credit facility, including letter of credit and swing-line loan sub-facilities, and a $100.0 million pre-funded revolving credit facility that provides financing for capital expenditures only.

Merger expenses of approximately $33.2 million and $7.6 million for the periods from January 1 to June 14, 2007 (Predecessor) and from June 15 to December 31, 2007 (Successor), respectively, and management fees of approximately $5.2 million for the period from June 15 to December 31, 2007 (Successor) were included in general and administrative expenses in our Consolidated Statements of Operations and reflect primarily the professional service costs incurred in connection with the Merger and the management services as described in (4) below.

(2) In 2006, we adopted the fair value method of accounting for stock-based employee compensation as required by SFAS no. 123R, “Share-Based Payment,” a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.” The fair value based method required us to expense all stock-based employee compensation. We adopted SFAS No. 123R using the modified prospective method. Accordingly, we have expensed all unvested and newly granted stock-based employee compensation beginning January 1, 2006, but prior period amounts have not been retrospectively adjusted.

(3) The ratio of earnings to fixed charges is computed by dividing earnings to fixed charges. For purposes of calculating the ratio of earnings to fixed charges, earnings represents pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries plus fixed charges and amortization of capitalized interest, less capitalized interest. Fixed charges include: (i) interest expense, whether expensed or capitalized; (ii) amortization of deferred financing fees; and (iii) the portion of rental expense that we believe is representative of the interest component of rental expense. For the pro forma year ended December 31, 2007 and for the period from June 15 to December 31, 2007, earnings were insufficient to cover fixed charges by approximately $138.5 million and $88.2 million, respectively.

(4) Upon completion of the Merger, we entered into a management agreement with Kangaroo Management Company I, LLC (the “Management Company”), whose members are the Founders and entities affiliated with Bain Capital Partners, LLC and Catterton Partners. In accordance with the terms of the agreement, the Management Company will provide management services to us until the tenth anniversary of the consummation of the Merger, with one-year extensions thereafter until terminated. The Management Company will receive an aggregate annual management fee equal to $9.1 million and reimbursement for out-of-pocket expenses incurred by it, its members, or their respective affiliates in connection with the provision of services pursuant to the agreement.

(5) We define working capital as current assets, including cash and the current portion of restricted cash, minus current liabilities, which includes the current portion of long-term debt and guaranteed debt.

(6) Same store sales increase (decrease) represents the percentage increase (decrease) in net sales, for restaurants open the same number of months in the indicated period and comparable period of the previous year. A restaurant is deemed to become comparable in its 18th month of operation in order to eliminate new opening sales distortions.

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before deciding to tender your outstanding notes in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your original investment.

Risks Related to the Exchange Offer

There may be adverse consequences if you do not exchange your outstanding notes.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to restrictions on transfer of your outstanding notes as set forth in the prospectus distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Summary—The Exchange Offer” and “The Exchange Offer” for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offer will reduce the outstanding amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to a reduction in liquidity.

Risks Related to Our Indebtedness and Certain Other Obligations

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the notes.

We are highly leveraged. The following chart shows our level of indebtedness as of December 31, 2007:

	December 31, 2007
	(in thousands)
Term loan facility	$	1,260,000
The notes		550,000
Guaranteed debt, sale-leaseback obligations and existing notes payable		68,528
Total indebtedness	$	1,878,528

As of December 31, 2007, we also had approximately $100.5 million in available unused borrowing capacity under our working capital revolving credit facility (after giving effect to undrawn letters of credit of approximately $49.5 million) and $100.0 million in available unused borrowing capacity under our pre-funded revolving credit facility that provides financing for capital expenditures only. In addition, our South Korean subsidiary had available approximately 17.0 billion Korean won ($18.1 million at December 31, 2007) in unused borrowing capacity under a revolving credit line and an overdraft line.

Our high degree of leverage could have important consequences for you, including:

• making it more difficult for us to make payments on the notes;

• increasing our vulnerability to general economic and industry conditions;

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• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• exposing us to the risk of increased interest rates as certain of our borrowings under our senior secured credit facilities will be at variable rates of interest;

• restricting us from making strategic acquisitions or divestitures or causing us to make non-strategic divestitures;

• limiting our ability to obtain additional financing for working capital, capital expenditures, restaurant development, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities and the indenture governing our notes. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

As of December 31, 2007, we had $1,260.0 million of debt outstanding under our senior secured credit facilities, which bear interest based on a floating rate index. An increase in these floating rates could cause a material increase in our annual interest expense.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our senior secured credit facilities and the indenture governing the notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness, pay dividends on, redeem or repurchase, our capital stock, make certain acquisitions or investments, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to, merge or consolidated with or into, another company. In addition, our senior secured credit facilities require us to satisfy certain financial tests and ratios and limit our ability to make capital expenditures. Our ability to satisfy such tests and ratios may be affected by events outside of our control.

Upon the occurrence of an event of default under the senior secured credit facilities, the lenders could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay those amounts, the lenders under the senior secured credit facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the senior secured credit facilities. If the lenders under the senior secured credit facilities accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay the senior secured credit facilities, as well as our unsecured indebtedness, including the notes.

Certain of our domestic company-owned restaurants are subject to a market rate master lease with our sister company, PRP. An event of default under this lease could result in our loss of use of some or all of these restaurant properties.

In connection with the Transactions, the fee owned real estate and certain related assets associated with 343 of our domestic company-owned restaurants were sold to PRP and then leased to us and our subsidiaries through a market rate master lease and a series of underlying subleases. The market rate master lease contains customary representations and warranties, affirmative and negative covenants and events of default. The market rate master lease requires an aggregate monthly rental payment with respect to all leased restaurants, without any grace period for late payment. If a default occurs under the market rate master lease, PRP is entitled to take various actions to enforce its rights, including, in certain circumstances, termination of the master lease. In

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addition, if PRP were to default under its real estate credit facility, the lenders would be entitled to take various actions to enforce their rights, including, in certain circumstances, foreclosing on the restaurant properties. PRP’s primary source of revenue (and consequently its primary source of funds available to service its own debt under its real estate credit facility) is the monthly rental payments we make under the market rate master lease. If we fail to make payments or otherwise default under the market rate master lease, PRP could default under its real estate credit facility. If the market rate master lease were to be terminated in connection with any default by us or if the lenders under PRP’s real estate credit facility were to foreclose on the restaurant properties as a result of a PRP default under its real estate credit facility, we could, subject to the terms of a subordination and nondisturbance agreement, lose the use of some or all of the properties that we lease under the market rate master lease. Any such loss of the use of such restaurant properties could have a material adverse effect on our business.

Risks Related to Our Business

Competition for customers, real estate, employees, and supplies, and changes in certain conditions, may affect our profit margins.

The restaurant industry is highly competitive with respect to price, service, location and food quality, and there are many well-established competitors with greater financial and other resources than ours. Some of our competitors have been in existence for a substantially longer period than we have and may be better established in the markets where our restaurants are or may be located. There is also active competition for management personnel as well as attractive suitable real estate sites. Changes in consumer tastes, nutritional and dietary trends, attitudes about alcohol consumption, local, regional, national or international economic conditions, demographic trends, traffic patterns, and the type, number and location of competing restaurants often affect the restaurant business. In addition, factors such as inflation, increased prices for food, fuel costs, marketing costs and effectiveness, labor and benefit costs, energy costs and the availability of experienced management and hourly employees may adversely affect the restaurant industry in general and our restaurants in particular.

Our business is subject to seasonal fluctuations.

Historically, customer spending patterns for our established restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year. Additionally, holidays, severe winter weather, hurricanes, thunderstorms and similar conditions may affect sales volumes seasonally in some of the markets where we operate. Our quarterly results have been and will continue to be significantly affected by the timing of new restaurant openings and their associated pre-opening costs. As a result of these and other factors, our financial results for any given quarter may not be indicative of the results that may be achieved for a full fiscal year.

Loss of key personnel or our inability to attract and retain new qualified personnel could hurt our business and inhibit our ability to operate and grow successfully.

Our success will continue to depend to a significant extent on our leadership team and other key management personnel. If we are unable to attract and retain sufficiently experienced and capable management personnel, our business and financial results may suffer. Our success also will continue to depend on our ability to attract and retain qualified personnel to operate our restaurants. When talented employees leave, we may have difficulty replacing them, and our business may suffer. There can be no assurance that we will be able to successfully attract and retain the personnel that we need.

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Risks associated with our expansion plans may have adverse consequences on our ability to increase revenues.

We are pursuing a disciplined growth strategy by expanding our restaurant base at a more measured pace relative to recent history. A variety of factors could cause the actual results and outcome of those expansion plans to differ from the anticipated results. Our development schedule for new restaurant openings is subject to a number of risks that could cause actual results to differ, including among other things:

• availability of attractive sites for new restaurants and the ability to obtain appropriate real estate sites at acceptable prices;

• the ability to obtain all required governmental permits, including zoning approvals and liquor licenses, on a timely basis;

• impact of moratoriums or approval processes of state, local or foreign governments, which could result in significant delays;

• the ability to obtain all necessary contractors and sub-contractors;

• union activities such as picketing and hand billing which could delay construction;

• the ability to negotiate suitable lease terms;

• the ability to generate and borrow funds;

• the ability to recruit and train skilled management and restaurant employees;

• the ability to receive the premises from the landlord’s developer without any delays; and

• weather and acts of God beyond our control resulting in construction delays.

Some of our new restaurants may take several months to reach planned operating levels due to inefficiencies typically associated with new restaurants, including lack of market awareness and other factors. There is also the possibility that new restaurants may attract customers of existing restaurants, thereby reducing the revenues of such existing restaurants.

It is difficult to estimate the performance of newly opened restaurants. Earnings achieved to date by restaurants opened for less than two years may not be indicative of future operating results. Should enough of these new restaurants not meet targeted performance, it could have a material adverse effect on our operating results.

The development of newer concepts may not be as successful as our experience in the development of the Outback concept. Development rates for newer concepts may differ significantly and there is increased risk in the development of a new restaurant system.

Our ability to comply with government regulation, and the costs of compliance, could affect our business.

Our restaurants are subject to various federal, state, local and international laws affecting our business. Each of our restaurants is subject to licensing and regulation by a number of governmental authorities, which may include, among others, alcoholic beverage control, health and safety, environmental and fire agencies in the state, municipality or country in which the restaurant is located. Difficulty in obtaining or failing to obtain the required licenses or approvals could delay or prevent the development of a new restaurant in a particular area. Additionally, difficulties or inabilities to retain or renew licenses, or increased compliance costs due to changed regulations, could adversely affect operations at existing restaurants.

Approximately 15% of our restaurant sales are attributable to the sale of alcoholic beverages. Alcoholic beverage control regulations require each of our restaurants to apply to a state authority and, in certain locations, county or municipal authorities for a license or permit to sell alcoholic beverages on the premises and to provide

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service for extended hours and on Sundays. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of daily operations of our restaurants, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling and storage and dispensing of alcoholic beverages. The failure of a restaurant to obtain or retain liquor or food service licenses would adversely affect the restaurant’s operations. Additionally, we may be subject in certain states to “dramshop” statutes, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. We carry liquor liability coverage as part of our existing comprehensive general liability insurance, but cannot guarantee that this insurance will be adequate in the event we are found liable.

Our restaurant operations are also subject to federal and state labor laws, including the Fair Labor Standards Act, governing such matters as minimum wages, overtime, tip credits and worker conditions. Our employees who receive tips as part of their compensation, such as servers, are paid at a minimum wage rate, after giving effect to applicable tip credits. Our other personnel, such as our kitchen staff, are typically paid in excess of minimum wage. As significant numbers of our food service and preparation personnel are paid at rates related to the applicable minimum wage, further increases in the minimum wage or other changes in these laws could increase our labor costs. Our ability to respond to minimum wage increases by increasing menu prices will depend on the responses of our competitors and customers. Other governmental initiatives such as mandated health insurance, if implemented, could adversely affect us as well as the restaurant industry in general. We are subject to the Americans With Disabilities Act, or the Act, which, among other things, requires our restaurants to meet federally mandated requirements for the disabled. The Act prohibits discrimination in employment and public accommodations on the basis of disability. The Act became effective in January 1992 with respect to public accommodation and July 1992 with respect to employment. Under the Act, we could be required to expend funds to modify our restaurants to provide service to, or make reasonable accommodations for the employment of, disabled persons. In addition, our employment practices are subject to the requirements of the Immigration and Naturalization Service relating to citizenship and residency. We may also become subject to legislation or regulation seeking to tax and/or regulate high-fat and high-sodium foods, particularly in the United States, which could be costly to comply with.

We face a variety of risks associated with doing business in foreign markets.

We have a significant number of company-owned and franchised Outback restaurants outside the United States and intend to continue our efforts to grow internationally. Although we believe we have developed the support structure for international operations and growth, there is no assurance that international operations will be profitable or international growth will occur.

Our foreign operations are subject to all of the same risks as our domestic restaurants, as well as a number of additional risks. These additional risks include, among others, international economic and political conditions and the possibility of instability and unrest, differing cultures and consumer preferences, diverse government regulations and tax systems, the ability to source high-quality ingredients and other commodities in a cost-effective manner, uncertain or differing interpretations of rights and obligations in connection with international franchise agreements and the collection of ongoing royalties from international franchisees, the availability and cost of land and construction costs, and the availability of experienced management, appropriate franchisees, and area operating partners.

Currency regulations and fluctuations in exchange rates could also affect our performance. We have direct investments in restaurants in Canada, South Korea, Hong Kong, Japan, the Philippines and Brazil, as well as international franchises, in a total of 20 countries. As a result, we may experience losses from foreign currency translation, and such losses could adversely affect our overall sales and earnings.

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Additionally, we are subject to governmental regulation throughout the world, including antitrust and tax requirements, anti-boycott regulations, import/export/customs regulations and other international trade regulations, the USA Patriot Act and the Foreign Corrupt Practices Act. Any new regulatory or trade initiatives could impact our operations in certain countries. Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could harm our business, results of operations and financial condition.

Increased commodity, energy and other costs could adversely affect our business.

The performance of our restaurants depends on our ability to anticipate and react to changes in the price and availability of food commodities, including among other things beef, chicken, seafood, butter, cheese and produce. Prices may be affected due to the general risk of inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. Increased prices or shortages could affect the cost and quality of the items we buy. These events, combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our profit margins.

The performance of our restaurants is also adversely affected by increases in the price of utilities on which the restaurants depend, such as natural gas, whether as a result of inflation, shortages or interruptions in supply, or otherwise. We are using derivative instruments to mitigate our exposure to material increases in natural gas prices. We are not applying hedge accounting, as defined by SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and any changes in fair value of the derivative instruments are marked-to-market through earnings in the period of change. To date, effects of these derivative instruments have been immaterial to our financial statements for all periods presented.

Our business also incurs significant costs for insurance, labor, marketing, taxes, real estate, borrowing and litigation, all of which could increase due to inflation, changes in laws, competition, or other events beyond our control.

Our ability to respond to increased costs by increasing menu prices or by implementing alternative processes or products will depend on our ability to anticipate and react to such increases and other more general economic and demographic conditions, as well as the responses of our competitors and customers. All of these things may be difficult to predict and beyond our control. In this manner, increased costs could adversely affect our performance.

Infringement of our intellectual property could harm our business.

We regard our service marks, including “Outback Steakhouse,” “Carrabba’s Italian Grill,” “Bonefish Grill,” “Fleming’s Prime Steakhouse and Wine Bar,” and our “Bloomin’ Onion” trademark as having significant value and as being important factors in the marketing of our restaurants. We have also obtained trademarks for several other of our menu items, and “No Rules. Just Right,” “Aussie Mood Awesome Food” and other advertising slogans. In addition, the overall layout, appearance and designs of our restaurants are our valuable assets. We believe that these and other intellectual property are valuable assets that are critical to our success. We rely on a combination of protections provided by contracts, copyrights, patents, trademarks, and other common law rights, such as trade secret and unfair competition laws, to protect our restaurants and services from infringement. We have registered certain trademarks and service marks and have other registration applications pending in the United States and foreign jurisdictions. However, not all of the trademarks or service marks that we currently use have been registered in all of the countries in which we do business and they may never be registered in all of these countries. There may not be adequate protection for certain intellectual property such as the overall appearance of our restaurants. We are aware of names and marks similar to our service marks being used by other persons in certain geographic areas in which we have restaurants. Although we believe such uses will not adversely affect us, further or currently unknown unauthorized uses or other misappropriation of our trademarks or service marks could diminish the value of our brands and restaurant concepts and may adversely affect our

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business. We may be unable to detect such unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Effective intellectual property protection may not be available in every country in which we have or intend to open or franchise a restaurant. Failure to adequately protect our intellectual property rights could damage or even destroy our brands and impair our ability to compete effectively. Even where we have effectively secured statutory protection for intellectual property, our competitors may misappropriate our intellectual property and our employees, consultants and suppliers may breach their obligations not to reveal our confidential information including trade secrets. Although we have taken appropriate measures to protect our intellectual property, there can be no assurance that these protections will be adequate or that our competitors will not independently develop products or concepts that are substantially similar to our restaurants and services. Despite our efforts, it may be possible for third-parties to reverse-engineer, otherwise obtain, copy, and use information that we regard as proprietary. Furthermore, defending or enforcing our trademark rights, branding practices and other intellectual property, and seeking injunction and/or compensation for misappropriation of confidential information, could result in the expenditure of significant resources.

The interests of our controlling stockholders may conflict with yours as a holder of the notes.

The Sponsors, together with certain co-investors designated by the Sponsors, indirectly own approximately 79% of our equity securities. Their interests as equity holders may conflict with yours as a holder of notes. They may have an incentive to increase the value of their investment or cause us to distribute funds at the expense of our financial condition and affect our ability to make payments on the notes. In addition, they will have the power to elect a majority of our board of managers (the “Board”) and appoint new officers and management and, therefore, effectively will control many other major decisions regarding our operations. For more information, see “Management” and “Certain Relationships and Related Party Transactions.”

Litigation could adversely affect our business.

Our business is subject to the risk of litigation by employees, consumers, suppliers, shareholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action and regulatory actions, is difficult to assess or quantify. Plaintiffs may seek recovery of large amounts and the magnitude of potential loss may remain unknown for substantial periods of time. The cost to defend future litigation may be significant. Adverse publicity resulting from litigation, regardless of the validity of any allegations, may adversely affect our business. See “Business—Legal Proceedings” for a description of certain litigation involving the Company.

Conflict or terrorism could negatively affect our business.

We cannot predict the effects of actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against any foreign state or group located in a foreign state or heightened security requirements on local, regional, national, or international economies or consumer confidence.

Unfavorable publicity could harm our business.

Our business could be negatively affected by publicity resulting from complaints or litigation, either against us or other restaurant companies, alleging poor food quality, food-borne illness, personal injury, adverse health effects (including obesity) or other concerns. Regardless of the validity of any such allegations, unfavorable publicity relating to any number of restaurants or even a single restaurant could adversely affect public perception of the entire brand.

Additionally, unfavorable publicity towards a food product generally could negatively impact our business. For example, publicity regarding health concerns or outbreaks of disease in a food product, such as bovine spongiform encephalopathy (also known as “mad cow” disease), could reduce demand for our menu offerings. These factors could have a material adverse affect on our business.

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The food service industry is affected by consumer preferences and perceptions. Changes in these preferences and perceptions may lessen the demand for our products, which would reduce sales and harm our business.

Food service businesses are affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. For instance, if prevailing health or dietary preferences cause consumers to avoid steak and other products we offer in favor of foods that are perceived as more healthy, our business and operating results would be harmed. Additionally, if consumers’ perception of the economy deteriorates, consumers may change spending patterns to reduce discretionary spending, such as dining at restaurants.

We have long-term agreements and contracts with select suppliers. If our suppliers are unable to fulfill their obligations under their contracts, we would encounter supply shortages and incur higher costs.

We have a limited number of suppliers for our major products, such as beef. Domestically, we currently purchase 90% of our beef from four beef suppliers. These four beef suppliers represent 87% of the total beef marketplace in the United States. Although we have not experienced significant problems with our suppliers, if our suppliers are unable to fulfill their obligations under their contracts, we would encounter supply shortages and incur higher costs.

Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results.

We are dependent on frequent deliveries of fresh food products that meet our specifications. Shortages or interruptions in the supply of fresh food products caused by unanticipated demand, problems in production or distribution, inclement weather or other conditions could adversely affect the availability, quality and cost of ingredients, which would adversely affect our operating results.

The possibility of future misstatement exists due to inherent limitations in our control systems.

We cannot be certain that our internal control over financial reporting and disclosure controls and procedures will prevent all possible error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, in our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Risks Related to the Notes

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and operating lease obligations, and we may be forced to take other actions to satisfy our obligations under our indebtedness and operating lease obligations, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations and to satisfy our operating lease obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes, or to pay our operating lease obligations. If our cash flow and capital resources are insufficient to fund our debt service obligations and operating lease obligations, we may be forced to reduce or delay investments and capital expenditures, or to

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sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit facilities and the indenture governing the notes restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could otherwise realize from such dispositions and any such proceeds that are realized may not be adequate to meet any debt service obligations then due.

Your right to receive payments on the notes is effectively junior to those lenders who have a security interest in our assets.

Our obligations under the notes and our guarantors’ obligations under their guarantees of the notes are unsecured, but our obligations under our senior secured credit facilities and each guarantor’s obligations under their respective guarantees of the senior secured credit facilities are secured by a security interest in substantially all of our tangible and intangible assets, including the stock and the assets of certain of our current and future wholly-owned U.S. subsidiaries and a portion of the stock of certain of our non-U.S. subsidiaries. Our obligations under the notes are also structurally subordinated to our sale-leaseback. As of December 31, 2007, we had $1,878.5 million in outstanding debt on our consolidated balance sheet, of which $1.3 billion was secured. We also had $100.5 million in available unused borrowing capacity under our working capital revolving credit facility (after giving effect to undrawn letters of credit of approximately $49.5 million) and $100.0 million in available unused borrowing capacity under our pre-funded revolving credit facility that provides financing for capital expenditures only.

If we are declared bankrupt or insolvent, or if we default under our senior secured credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture governing the notes offered hereby at such time. Because of the structural subordination of the notes relative to our secured indebtedness, in the event of our bankruptcy, liquidation or dissolution, our assets will not be available to pay obligations under the notes until we have made all payments in cash on our secured indebtedness. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the notes, including payments of principal or interest when due.

Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See “Description of Other Indebtedness.”

The indenture governing the notes permits us and our restricted subsidiaries to incur substantial additional indebtedness in the future, including additional senior secured indebtedness.

Your claims to our assets will be structurally subordinated to all of the creditors of any non-guarantor subsidiaries.

Not all of our subsidiaries guarantee the notes. The notes are structurally subordinated to indebtedness (and other liabilities) of our subsidiaries that do not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us.

As more fully described in this prospectus under “Description of the Exchange Notes—Certain Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries,” the indenture requires that each of our

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domestic wholly-owned restricted subsidiaries that guarantees the obligations under the senior secured credit facilities or any of our other indebtedness also be a guarantor of the notes. Our other subsidiaries are not required to guarantee the notes under the indenture. The senior secured credit facilities require guarantees of the obligations thereunder from each of our current and future domestic wholly-owned restricted subsidiaries in our Outback, Carrabba’s and Cheeseburger in Paradise concepts, which consequently are guarantors of the notes under the indenture. Additionally, the senior secured credit facilities will require us to provide additional guarantees of the senior secured credit facilities in the future from other domestic wholly-owned restricted subsidiaries if the consolidated EBITDA (as defined in the senior secured credit facilities) attributable to our non-guarantor domestic wholly-owned restricted subsidiaries (taken together as a group) would exceed 10% of our consolidated EBITDA as determined on a company-wide basis; at which time guarantees would be required from additional domestic wholly-owned restricted subsidiaries in such number that would be sufficient to lower the aggregate consolidated EBITDA of the non-guarantor domestic wholly-owned restricted subsidiaries (taken together as a group) to an amount not in excess of 10% of our company-wide consolidated EBITDA. Consequently, such additional domestic wholly-owned restricted subsidiaries will be required to be guarantors of the notes under the indenture. The terms of the senior secured credit facilities, including the provisions relating to which of our subsidiaries guarantee the obligations under the senior secured credit facilities, may be amended, modified or waived, and guarantees thereunder may be released, in each case at the lenders discretion and without the consent or approval of noteholders. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior, in respect of the assets of such subsidiaries, to claims of noteholders.

For the period from January 1 to June 14, 2007 and for the period from June 15 to December 31, 2007, the non-guarantor Subsidiaries taken together represented approximately 26.6% and 27.2%, respectively, of our total revenues and had net income of approximately $12.5 million and $8.6 million, respectively, while we had aggregate net income of approximately $17.5 million and a net loss of $40.1 million, respectively, for such periods. As of December 31, 2007, such non-guarantor subsidiaries held approximately 36.9% of our total assets. As of December 31, 2007, the non-guarantor subsidiaries had approximately $237.3 million of liabilities (including trade payables but excluding intercompany transactions), to which the Notes are structurally subordinated. In addition, our South Korean subsidiary has available approximately $18.1 million in unused borrowing capacity under a revolving credit line and an overdraft line.

If we default on our obligations to pay our indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under the senior secured credit facilities, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and could substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our senior secured credit facilities and the indenture governing the notes offered hereby), we could be in default under the terms of the agreements governing such indebtedness, including our senior secured credit facilities and the indenture governing the notes offered hereby. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

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We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, we are required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest. The source of funds for any such purchase of the notes will be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Further, we are contractually restricted under the terms of our senior secured credit facilities from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our senior secured credit facilities. Our failure to repurchase the notes upon a change of control would cause a default under the indenture governing the notes and a cross-default under the senior secured credit facilities. The senior secured credit facilities also provide that a change of control will be a default that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions.

Federal and state fraudulent transfer laws may permit a court to void the notes or the guarantees, and, if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of the guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) we or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

• we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;

• the issuance of the notes or the incurrence of the guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

• we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay as they mature; or

• we or any of the guarantors were a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or subordinate the notes or such guarantee to presently existing and future indebtedness of ours or of the related guarantor, or require the holders of the notes to repay any amounts received. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any payment on the notes. Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the notes or the guarantees would not be subordinated to our or any of our guarantors’ other debt.

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Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and an active trading market for the exchange notes may not develop.

The exchange notes are new securities for which there is currently no market. Accordingly, the development or liquidity of any market for the exchange notes is uncertain. We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system.

We cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for the exchange notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your notes.

You should not rely on the Co-Issuer in evaluating an investment in the notes.

The Co-Issuer was formed in connection with the initial offering of the outstanding notes and currently has no independent operations and no assets and generally will be prohibited, for so long as it is required to be a co-issuer of the notes, from engaging in any material business activities, except in connection with the issuance of the notes, incurrence of indebtedness permitted under the indenture governing the notes, including guaranteeing the senior secured credit facilities, and activities incidental thereto. You should therefore not rely upon the Co-Issuer in evaluating whether to invest in the notes.

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MARKET AND INDUSTRY INFORMATION

The data included in this prospectus regarding markets and ranking, including the size of certain markets and our position and the position of our competitors within these markets, are based on reports of published industry sources, and our estimates based on our management’s knowledge and experience in the markets in which we operate. We believe this information to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that market, ranking and other similar data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. We cannot guarantee the accuracy or completeness of such information contained in this prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement contains “forward-looking statements” within the meaning of the federal securities laws, which statements involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to the closing of the transactions described in this registration statement or to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performances and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Risk Factors” and elsewhere in this registration statement, including, without limitation, in conjunction with the forward-looking statements included in this registration statement. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.

The matters referred to in the forward-looking statements contained in this registration statement may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

Concurrently with the consummation of the Transactions, we entered into a registration rights agreement with the initial purchasers of the outstanding notes, which requires us to file a registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the outstanding notes the opportunity to exchange their outstanding notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act.

Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the outstanding notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement. Under the registration rights agreement, we are obligated to use our reasonable best efforts to cause the exchange offer to be completed within 365 days after the issue date of the notes or, if required, to have one or more shelf registration statements declared effective on the time frames specified in the registration rights agreement. If we fail to meet this target, which we refer to as a registration default, the annual interest rate on the notes will increase by 0.25%. The annual interest rate on the notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.00% per year over the interest rate shown on the cover of this offering memorandum. If the registration default is corrected, the interest rate on such notes will revert to the original level. If we must pay additional interest, we will pay it to holders of the outstanding notes in cash on the same dates that we make other interest payments on the outstanding notes, until the registration default is corrected.

Following the completion of the exchange offer, holders of outstanding notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the outstanding notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the outstanding notes could be adversely affected upon consummation of the exchange offer.

In order to participate in the exchange offer, a holder must represent to us, among other things, that:

• the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business;

• the holder does not have an arrangement or understanding with any person to participate in the distribution of the exchange notes;

• the holder is not an “affiliate,” as defined under Rule 405 under the Securities Act, of us or any subsidiary guarantor; and

• if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of such exchange notes.

Under certain circumstances specified in the registration rights agreement, we may be required to file a “shelf” registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

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Based on an interpretation by the Staff of the Commission set forth in no-action letters issued to third-parties unrelated to us, we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

• is an “affiliate,” within the meaning of Rule 405 under the Securities Act, of us or any subsidiary guarantor;

• is a broker-dealer who purchased outstanding notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;

• acquired the exchange notes other than in the ordinary course of the holder’s business;

• has an arrangement with any person to engage in the distribution of the exchange notes; or

• is prohibited by any law or policy of the Commission from participating in the exchange offer.

Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the Staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange note. See “Plan of Distribution.” Broker-dealers who acquired outstanding notes directly from us and not as a result of market making activities or other trading activities may not rely on the Staff’s interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the outstanding notes.

Terms of the Exchange Offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, we will accept for exchange in the exchange offer any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in multiples of $1,000. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered in the exchange offer.

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to complete the exchange offer, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding notes. For a description of the indenture, see “Description of the Notes.”

As of the date of this prospectus, $550 million aggregate principal amount of the 10% Senior Notes due 2015 are outstanding. This prospectus and the letters of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture and the registration rights agreement except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement.

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We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offer.”

If you tender your outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offer. It is important that you read “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means 5 p.m., New York City time, on             , 2008. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which the exchange offer is extended.

To extend the period of time during which the exchange offer is open, we will notify the exchange agent of any extension by oral or written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

• to delay accepting for exchange any outstanding notes (if we amend or extend the exchange offer);

• to extend or terminate the exchange offer if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; and

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of the outstanding notes of that amendment.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and we may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in our reasonable judgment:

• the exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

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In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

• the representations described under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering Outstanding Notes” and “Plan of Distribution;” or

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of such extension to the holders of outstanding notes. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that it may assert at any time or at various times prior to the expiration date.

In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indentures under the Trust Indenture Act of 1939 (the “TIA”).

Procedures for Tendering Outstanding Notes

To tender your outstanding notes in the exchange offer, you must comply with either of the following:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent—Notes” prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, either:

• the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

• the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

• you must comply with the guaranteed delivery procedures described below.

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Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding notes, letters of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

• make appropriate arrangements to register ownership of the outstanding notes in your name; or

• obtain a properly completed bond power from the registered holder of outstanding notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Signatures on the applicable letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

• by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing outstanding notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the applicable letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

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• the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

• outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering outstanding notes pursuant to the exchange offer, you will represent to us that, among other things:

• you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

We will interpret the terms and conditions of the exchange offer, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of us or them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

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Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the applicable letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the applicable letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the applicable letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

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Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 12:00 a.m. midnight, New York City time, on the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent”; or

• you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

• Any notice of withdrawal must:

• specify the name of the person who tendered the outstanding notes to be withdrawn;

• identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

• where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Exchange Agent

Wells Fargo Bank has been appointed as the exchange agent for the exchange offer. Wells Fargo Bank also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Registered & Certified Mail:	By Regular Mail or Overnight Courier:	In Person by Hand Only:	By Facsimile (for Eligible Institutions only):
WELLS FARGO BANK, N.A. Corporate Trust Operations MAC N9303-121	WELLS FARGO BANK, N.A. Corporate Trust Operations MAC N9303-121	WELLS FARGO BANK, N.A. 12th Floor Northstar East Building	(612) 667-6282
PO Box 1517 Minneapolis, MN 55480	Sixth & Marquette Avenue Minneapolis, MN 55479	Corporate Trust Operations 608 Second Avenue South Minneapolis, MN	For Confirmation by Telephone: (800) 344-5128

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If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offer.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will record the expenses of the exchange offer as incurred.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

• tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

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Consequences of Failure to Exchange

If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

• as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• as otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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THE TRANSACTIONS

On November 5, 2006, OSI Restaurant Partners, Inc., Parent, and Kangaroo Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, which we refer to as Merger Sub, entered into an Agreement and Plan of Merger, which was subsequently amended on May 21, 2007 and which we refer to as the Merger Agreement. At the effective time of the Merger on June 14, 2007, each share of the Company’s common stock outstanding immediately prior to the Merger (other than shares held in treasury, shares held by any subsidiary of the Company, Parent or Merger Sub and shares contributed to Parent as rollover equity) was cancelled and converted into the right to receive $41.15 in cash. Immediately before the completion of the Merger, the Founders contributed as rollover equity approximately half of the common stock they held in the Company to Parent in exchange for common stock of Parent, and also received only $40.00 per share in cash for their remaining shares in a sale transaction consummated immediately prior to the completion of the Merger. After the Transactions, the separate corporate existence of Merger Sub ceased, as OSI continued as the surviving entity, having converted in accordance with Delaware law into a Delaware limited liability company named OSI Restaurant Partners, LLC.

The diagram below represents a summary of our overall corporate structure after giving effect to the Transactions.

(1) Immediately following consummation of the Merger, OSI Restaurant Partners, Inc. converted, in accordance with Delaware law, into a Delaware limited liability company named OSI Restaurant Partners, LLC.

(2) In connection with the Transactions, we sold substantially all of our domestic company-owned restaurant properties to PRP, an indirect wholly-owned subsidiary of PRP Holdco, for approximately $987.7 million. PRP then entered into a market rate master lease with Master Lessee and leased all of the transferred restaurant properties from PRP. PRP Holdco owns PRP indirectly through a chain of limited liability companies that are not shown in the chart above, each of which is a borrower with respect to a portion of the PRP real estate credit facility.

(3) $11.1 million of the proceeds to us were held in reserve pending correction of all defects and completion of construction work at certain properties. If within one year from the PRP Sale-Leaseback Transaction all such defects and construction work are not corrected, we must purchase such properties back from PRP. As of December 31, 2007, approximately $11.3 million was held in such reserve.

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In connection with the Merger, the following transactions took place:

• each outstanding option to purchase shares of the Company’s common stock, whether vested or unvested, was canceled and converted into the right to receive a cash payment equal to the excess (if any) of the $41.15 per share cash merger consideration over the exercise price per share of the option, multiplied by the number of shares subject to the option, without interest and less any applicable withholding taxes;

• each holder under the Company’s Directors’ Deferred Compensation Plan, as amended, was paid $41.15 per each notional share held under such holder’s account;

• each award of restricted stock held by A. William Allen, III, Chief Executive Officer, Joseph J. Kadow, Executive Vice President, Chief Officer-Legal and Corporate Affairs and Secretary, and Dirk A. Montgomery, Senior Vice President and Chief Financial Officer, was exchanged for shares of unvested restricted common stock of Parent. In addition, Parent granted to Paul E. Avery, Chief Operating Officer, restricted shares of Parent common stock with an aggregate value of $12.0 million upon closing of the Transactions and Mr. Kadow purchased shares of Parent common stock with an aggregate value of $0.2 million. Immediately following the closing of the Merger, each of Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery owned approximately 1.9%, 1.4%, 0.5% and 0.5%, respectively, of the outstanding common stock of Parent. Additional members of management also exchanged restricted or unrestricted OSI stock for shares of unvested restricted common stock of Parent or purchased shares of Parent common stock at the same price per share as the executives identified above;

• each award of restricted stock held by an executive officer, director, or other person that was not exchanged for Parent common stock as described in the immediately preceding bullet point was converted into the right to receive $41.15 per share in cash, plus certain earnings thereon, less any applicable withholding taxes, payable on a deferred basis at the time the underlying restricted stock would have vested under its terms as in effect immediately prior to the effective time of the Merger and subject to the satisfaction by the holder of all terms and conditions to which such vesting was subject; provided, however, that the holder’s deferred cash account will become immediately vested and payable upon termination of such holder’s employment by us without cause or upon such holder’s death or disability; and

• all amounts held in the accounts denominated in shares of the Company’s common stock under the Partner Equity Deferred Compensation Stock Plan component of the PEP, were converted into an obligation to pay cash with a value equal to the product of (i) the $41.15 per share merger consideration and (ii) the number of notional shares of the Company’s common stock credited to such participant’s deferred account, in accordance with the payment schedule and consistent with the terms of the PEP as in effect from time to time.

In connection with the Merger, we (i) entered into new senior secured credit facilities, consisting of a $1,310.0 million term loan facility, a $150.0 million working capital revolving credit facility and a $100.0 million pre-funded revolving credit facility, (ii) issued the $550.0 million aggregate principal amount of outstanding notes, and (iii) sold substantially all of our domestic company-owned restaurant properties to PRP for $987.7 million. See “Description of Other Indebtedness” and “Description of PRP Sale-Leaseback Transaction.”

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement, dated June 14, 2007, by and among us, the subsidiary guarantors party thereto and the initial purchasers of the outstanding notes. We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except as otherwise noted in this prospectus. We will retire or cancel all of the outstanding notes tendered in the exchange offer. Accordingly, issuing the exchange notes will not result in any change in our capitalization.

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2007 . The information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical audited consolidated financial statements and related notes included elsewhere in this prospectus.

	As of December 31, 2007
	(in thousands)
Debt:
Term loan facility	$	1,260,000
The notes		550,000
Sale-leaseback obligations		22,750
Other notes payable		10,700
Guaranteed debt of franchisees and unconsolidated affiliates		35,078
Total debt		1,878,528
Total unitholder’s equity		599,392
Total capitalization	$	2,477,920

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table presents the selected historical consolidated financial data of our business at the dates and for the periods indicated. The selected historical consolidated financial data as of December 31, 2006 and 2007, for the years ended December 31, 2005 and 2006, for the period from January 1 to June 14, 2007 and for the period from June 15 to December 31, 2007 presented in this table, have been derived from the historical audited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2003, 2004 and 2005, and for the years ended December 31, 2003 and 2004, presented in this table have been derived from our historical audited consolidated financial statements not included in this prospectus. The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical audited consolidated financial statements and related notes included elsewhere in this prospectus.

	Successor			Predecessor
	Period from June 15 to December 31, 2007			Period from January 1 to June 14, 2007			Year Ended December 31,
							2006			2005			2004 (1)			2003
				(in thousands, except ratio data)
Statement of Operations Data:
Revenues
Restaurant sales	$	2,227,926		$	1,916,689		$	3,919,776		$	3,590,869		$	3,197,536		$	2,654,541
Other revenues		12,098			9,948			21,183			21,848			18,453			17,786
Total revenues		2,240,024			1,926,637			3,940,959			3,612,717			3,215,989			2,672,327
Costs and expenses
Cost of sales		790,592			681,455			1,415,459			1,315,340			1,203,107			987,866
Labor and other related (2)		623,159			540,281			1,087,258			930,356			817,214			670,798
Other restaurant operating		557,459			440,545			885,562			783,745			667,797			537,854
Depreciation and amortization		102,263			74,846			151,600			127,773			104,767			85,076
General and administrative (2)		138,376			158,147			234,642			197,135			174,047			138,063
Hurricane property losses		—			—			—			3,101			3,024			—
Provision for impaired assets and restaurant closings		21,766			8,530			14,154			27,170			2,394			5,319
Contribution for “Dine Out for Hurricane Relief”		—			—			—			1,000			1,607			—
(Income) loss from operations of unconsolidated affiliates		(1,261	)		692			(5	)		(1,479	)		(1,725	)		(6,015	)
Total costs and expenses		2,232,354			1,904,496			3,788,670			3,384,141			2,972,232			2,418,961
Income from operations		7,670			22,141			152,289			228,576			243,757			253,366
Other income (expense), net		—			—			7,950			(2,070	)		(2,104	)		(1,100	)
Interest income		4,725			1,561			3,312			2,087			1,349			1,479
Interest expense		(98,722	)		(6,212	)		(14,804	)		(6,848	)		(3,629	)		(1,810	)
Income before (benefit) provision for income taxes and minority interest in consolidated entities’ income		(86,327	)		17,490			148,747			221,745			239,373			251,935
(Benefit) provision for income taxes		(47,143	)		(1,656	)		41,812			73,808			78,622			85,214

(continued. . .)

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	Successor			Predecessor
	Period from June 15 to December 31, 2007			Period from January 1 to June 14, 2007			Year Ended December 31,
							2006			2005			2004 (1)			2003
(Loss ) income before minority interest in consolidated entities’ income		(39,184	)		19,146			106,935			147,937			160,751			166,721
Minority interest in consolidated entities’ income		871			1,685			6,775			1,191			9,180			2,476
Net (loss) income	$	(40,055	)	$	17,461		$	100,160		$	146,746		$	151,571		$	164,245
Other Financial Data:
Capital expenditures	$	77,065		$	119,359		$	297,734		$	327,862		$	254,871		$	193,828
Ratio of earnings to fixed charges (3)		—			1.7	x		3.8	x		6.6	x		8.8	x		11.7	x

	Successor			Predecessor
	As of December 31, 2007			As of December 31,
				2006			2005			2004			2003
				(in thousands)
Balance Sheet Data:
Working capital deficit	$	(222,428	)	$	(248,991	)	$	(219,291	)	$	(185,893	)	$	(121,307	)
Total assets		3,703,459			2,258,587			2,009,498			1,733,392			1,497,619
Total debt, including current portion		1,878,528			269,956			185,348			144,869			58,451
Minority interest in consolidated entities		34,862			36,929			44,259			48,092			52,885
Unitholder’s/stockholders’ equity		599,392			1,221,213			1,144,420			1,047,111			968,419

(1) In 2004, we adopted FASB issued Interpretation No. 46R, Consolidation of Variable Interest Entities, and began consolidating variable interest entities in which we absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity.

(2) In 2006, we adopted the fair value based method of accounting for stock-based employee compensation as required by SFAS No. 123R, Share-Based Payment, a revision of SFAS No. 123, Accounting for Stock-Based Compensation. The fair value based method requires us to expense all stock-based employee compensation. We adopted SFAS No. 123R using the modified prospective method. Accordingly, we have expensed all unvested and newly granted stock-based employee compensation beginning January 1, 2006, but prior period amounts have not been retrospectively adjusted.

(3) The ratio of earnings to fixed charges is computed by dividing earnings to fixed charges. For purposes of calculating the ratio of earnings to fixed charges, earnings represents pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries plus fixed charges and amortization of capitalized interest, less capitalized interest. Fixed charges include: (i) interest expense, whether expensed or capitalized; (ii) amortization of debt issuance cost; and (iii) the portion of rental expense that we believe is representative of the interest component of rental expense. For the period from June 15 to December 31, 2007, earnings were insufficient to cover fixed charges by approximately $88.2 million.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial data has been derived by the application of pro forma adjustments to our historical consolidated financial statements included elsewhere in this prospectus.

The unaudited pro forma consolidated financial data has been prepared to give effect to the Transactions, including the PRP Sale-Leaseback Transaction and the accounting for the acquisition of our business as a purchase business combination in accordance with SFAS No. 141, Business Combinations, which resulted in a new basis of accounting in accordance with EITF No. 88-16, Basis in Leveraged Buyout Transactions. Pursuant to that guidance, a portion of the continuing ownership of the continuing stockholders was carried over at predecessor basis and the remainder of the purchase price for the acquisition was allocated to our assets and liabilities based on estimates of fair value, similar to a step acquisition, pursuant to EITF No. 90-12, Allocating Basis to Individual Assets and Liabilities for Transactions within the scope of Issue No. 88-16.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2007 gives effect to the Transactions as if the Transactions had occurred at the beginning of the period presented. The unaudited pro forma adjustments described in the accompanying notes are based upon estimates and assumptions that management believes are reasonable. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to be indicative of the operating results that would have actually occurred if the above Transactions had been in effect on the date indicated, nor is it necessarily indicative of future operating results.

The unaudited pro forma consolidated statement of operations does not reflect nonrecurring charges that have been incurred in connection with the Transactions, including (i) compensation charges for the acceleration of vesting of stock options and restricted shares, (ii) compensation charges for supplemental contributions to the PEP and (iii) certain non-recurring advisory and legal costs.

The unaudited pro forma condensed consolidated financial data and the accompanying notes should be read in conjunction with our historical audited consolidated financial statements and related notes included elsewhere in this prospectus and the other financial information contained in “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2007

(in thousands)

	Predecessor			Successor
	Period from January 1 to June 14, 2007			Period from June 15 to December 31, 2007			Pro Forma Adjustments			Pro Forma
Revenues
Restaurant sales	$	1,916,689		$	2,227,926		$	—		$	4,144,615
Other revenues		9,948			12,098			—			22,046
Total revenues		1,926,637			2,240,024			—			4,166,661
Costs and expenses
Cost of sales		681,455			790,592			—			1,472,047
Labor and other related		540,281			623,159			—			1,163,440
Other restaurant operating		440,545			557,459			37,776	(a)		1,035,780
Depreciation and amortization		74,846			102,263			5,954	(b)		183,063
General and administrative		158,147			138,376			(47,343	)(c)		249,180
Provision for impaired assets and restaurant closings		8,530			21,766			—			30,296
Loss (income) from operations of unconsolidated affiliates		692			(1,261	)		—			(569	)
Total costs and expenses		1,904,496			2,232,354			(3,613	)		4,133,237
Income from operations		22,141			7,670			3,613			33,424
Interest income		1,561			4,725			—			6,286
Interest expense		(6,212	)		(98,722	)		(71,486	)(d)		(176,420	)
Income (loss) before benefit for income taxes and minority interest in consolidated entities’ income		17,490			(86,327	)		(67,873	)		(136,710	)
Benefit for income taxes		(1,656	)		(47,143	)		(26,065	)(e)		(74,864	)
Income (loss) before minority interest in consolidated entities’ income		19,146			(39,184	)		(41,808	)		(61,846	)
Minority interest in consolidated entities’ income		1,685			871			—			2,556
Net income (loss)	$	17,461		$	(40,055	)	$	(41,808	)	$	(64,402	)

(a) Reflects: (1) the pro forma rent expense adjustment of $35.5 million associated with the PRP Sale— Leaseback Transaction, (2) an increase in rent expense of $1.6 million as a result of the difference between the revised deferred rent after purchase accounting and historical deferred rent, and (3) an increase in rent expense of $0.7 million as a result of net favorable lease amortization expense.

(b) Reflects: (1) an increase of $3.6 million in incremental depreciation expense associated with the net step-up to fair market value for the property, plant and equipment not transferred to PRP in connection with the PRP Sale-Leaseback Transaction, based upon appraised values and useful lives. The adjustment is calculated as follows: depreciation expense of $175.5 million had the Merger occurred January 1, 2007, less historical depreciation expense of $172.9 million and (2) an increase in amortization expense of $2.3 million associated with the estimated net step-up to fair market value of $115.1 million for acquired definite-lived intangible assets. The expense has been calculated using an estimated weighted average useful life of 21 years for trademarks and 12 years for franchise agreements.

(c) Reflects: (1) the reversal of $41.0 million for legal and advisory costs incurred by us in 2007 in connection with the Transactions, (2) a reduction in compensation expense of $10.4 million because there is no expense for new stock options issued under the KHI Equity Incentive Plan, offset by (3) a $4.1 million increase in

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expense for additional management fees payable to a management company owned by affiliates of the Sponsors and the Founders under the terms of a management agreement.

(d) Reflects additional net interest expense as a result of the new financing arrangements used to fund the Transactions, and is calculated as follows:

Interest on new borrowings (in thousands):
Working capital revolving credit facility (i)	$	789
Pre-funded revolving credit facility (ii)		1,092
Term loan facility (iii)		44,825
Senior notes (iv)		24,712
Amortization of deferred financing fees (v)		4,015
Reduction of interest expense on historical line of credit (vi)		(3,947	)
Net pro forma adjustment to interest expense	$	71,486

(i) Relates to fees charged for unused commitments of 2.5% on approximately $49.5 million of committed letters of credits and 0.5% on the unused portion of the $150 million working capital revolving credit facility, less the $49.5 million of the aforementioned letters of credit;

(ii) Relates to fees charged for unused commitments of 2.43% on the undrawn balance of $100 million under the pre-funded revolving credit facility that provides financing for capital expenditures only;

(iii) Relates to interest expense on the term loan facility that bears interest at our option at each rate adjustment of Base Rate plus 125 basis points or a Eurocurrency Rate plus 225 basis points. Since we have traditionally selected the Eurocurrency Rate plus 225 basis points option, the pro forma adjustment is computed as the Eurocurrency Rate plus 225 basis points applied to amounts outstanding under the term loan facility as if the term loan facility was outstanding beginning January 1, 2007 and scheduled principle payments occurred;

(iv) Relates to senior notes bearing interest at a fixed rate of 10 percent per annum;

(v) Relates to non-cash amortization expense associated with an estimated $63.3 million of deferred financing fees, utilizing a weighted average debt maturity of 7.1 years.

(vi) Relates to interest expense on the previous revolving line of credit that was paid off with proceeds from the Transactions. Interest expense, at 6.0%, would have continued to been incurred on the previous revolving line of credit had the Transactions and subsequent replacement of the revolving credit not occurred on June 14, 2007.

A 0.125 percent variance in the interest rates on the floating debt would result in a change in total annual pro forma interest expense of approximately $1.8 million.

(e) Represents an adjustment to the historical provision for income taxes to reflect pro forma income taxes at the statutory rate of approximately 39%. The 55% effective tax rate used in the pro forma column differs from the U.S. statutory rate of 39% primarily due to an increased level of FICA tax credits for employee reported tips as a percentage of pro forma loss before provision for income taxes and a higher percentage of profits in lower-taxed jurisdictions. These rates are not necessarily indicative of our expected future effective tax rate.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our results of operations and financial condition with the “Unaudited Pro Forma Consolidated Financial Data,” “Selected Historical Consolidated Financial Data” and the historical audited consolidated financial statements and related notes included elsewhere in this prospectus. The results of operation for the year ended December 31, 2007 includes the results of operations for the period from January 1 to June 14, 2007 of the Predecessor and the results of operations for the period from June 15 to December 31, 2007 of the Successor on a combined basis. Although this combined basis does not comply with U.S. GAAP, we believe it provides a more meaningful method of comparison. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements.

Overview

We are one of the largest casual dining restaurant companies in the world, with eight restaurant concepts, more than 1,475 system-wide restaurants and 2007 annual revenues for Company-owned restaurants exceeding $4.1 billion. We operate in all 50 states and in 20 countries internationally, predominantly through Company-owned restaurants, but we also operate under a variety of partnerships and franchises. Our primary concepts include Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse and Wine Bar. Our other concepts include Roy’s, Cheeseburger in Paradise, Lee Roy Selmon’s and Blue Coral. Our primary focus as a company of restaurants is to provide a quality product together with quality service across all of our brands. This goal entails offering consumers of different demographic backgrounds an array of dining alternatives suited for differing needs. Our sales are primarily generated through a diverse customer base, which includes people eating in our restaurants as regular patrons who return for meals several times a week or on special occasions such as birthday parties, private events and for business entertainment. Secondarily, we generate revenues through sales of franchises and ongoing royalties.

The restaurant industry is a highly competitive and fragmented business, which is subject to sensitivity from changes in the economy, trends in lifestyles, seasonality (customer spending patterns at restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year) and fluctuating costs. Operating margins for restaurants are susceptible to fluctuations in prices of commodities, which include among other things, beef, chicken, seafood, butter, cheese, produce and other necessities to operate a restaurant, such as natural gas or other energy supplies. Additionally, the restaurant industry is characterized by a high initial capital investment, coupled with high labor costs. The combination of these factors underscores our initiatives to drive increased sales at existing restaurants in order to raise margins and profits, because the incremental sales contribution to profits from every additional dollar of sales above the minimum costs required to open, staff and operate a restaurant is very high. We are not a company focused on growth in the number of restaurants just to generate additional sales. Our expansion and operation strategies are to balance investment costs and the economic factors of operation, in order to generate reasonable, sustainable margins and achieve acceptable returns on investment from our restaurant concepts.

Promotion of our Outback Steakhouse and Carrabba’s Italian Grill restaurants is assisted by the use of national and spot television and radio media, which we have also begun to use in certain markets for our Bonefish Grill brand. We advertise on television in spot markets when our brands achieve sufficient penetration to make a meaningful broadcast schedule affordable. We rely on word-of-mouth customer experience, grassroots marketing in local venues, direct mail and national print media to support broadcast media and as the primary campaigns for our upscale casual and newer brands. We do not attempt to lure customers with discounts, as is common to many restaurants in the casual dining industry. Our advertising spending is targeted to promote and maintain brand image and develop consumer awareness. We strive to drive sales through excellence in execution

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rather than through discounting and other short-lived marketing efforts. Our marketing strategy of getting people to visit frequently and also recommending our restaurants to others complements what we believe are the fundamental elements of success: convenient sites, service-oriented employees and flawless execution in a well-managed restaurant.

Key factors that can be used in evaluating and understanding our restaurants and assessing our business include the following:

• Average unit volumes—a per restaurant calculated average sales amount, which helps us gauge the changes in consumer traffic, pricing and development of the brand;

• Operating margins—restaurant revenues after deduction of the main restaurant-level operating costs (including cost of sales, restaurant operating expenses, and labor and related costs);

• System-wide sales—a total sales volume for all company-owned, franchise and unconsolidated joint venture restaurants, regardless of ownership, to interpret the health of our brands; and

• Same-store or comparable sales—a year-over-year comparison of sales volumes for restaurants that are open in both years in order to remove the impact of new openings in comparing the operations of existing restaurants.

Our 2007 financial results included:

• Growth of consolidated revenues by 5.7% to $4.17 billion;

• 72 new unit openings across all brands;

• Decline in net income by 122.6% to a net loss of $22.6 million, caused by a decrease in comparable store sales, increases in restaurant operating expenses and a significant increase in general and administrative costs and interest expense as a result of the Merger.

We focus on our same store sales growth in an effort to raise our margins and profits. We are not a company focused on growing the number of our restaurants just to generate additional sales. Our expansion and operation strategies are to balance investment costs and the economic factors of operation, in order to generate sustainable margins and achieve acceptable returns on investment from our restaurant concepts. The following table sets forth the number of our company-owned and franchised and development joint venture restaurants at the dates below:

	At December 31,
	2007	2006	2005
Number of company-owned restaurants:
Outback—domestic	688	679	670
Outback—international	129	118	88
Carrabba’s	238	229	200
Bonefish	134	112	86
Fleming’s	54	45	39
Other Concepts	75	67	54
Total	1,318	1,250	1,137
Number of franchised and development joint venture restaurants:
Outback—domestic	107	107	105
Outback—international	49	44	52
Bonefish	6	7	4
Total	162	158	161
System-wide total	1,480	1,408	1,298

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Our consolidated operating results are affected by the growth of our newer brands. As we continue to develop and expand new restaurant concepts at different rates, our cost of sales, labor costs, restaurant operating expenses and income from operations change from the mix of brands in our portfolio with slightly different operating characteristics. Labor and related expenses as a percentage of restaurant sales are higher at our newer format restaurants than have typically been experienced at Outback Steakhouses. However, cost of sales as a percentage of restaurant sales at those restaurants is lower than those at Outback Steakhouse. These trends are expected to continue with our planned development of restaurants.

Our industry’s challenges and risks include, but are not limited to, the impact of government regulation, the availability of qualified employees, consumer perceptions regarding food safety and/or the health benefits of certain types of food, including attitudes about alcohol consumption, economic conditions and commodity pricing. Additionally, our planned development schedule is subject to risk because of rising real estate and construction costs, and our results are affected by consumer tolerance of price increases. Changes in our operations in future periods may also result from changes in beef prices and other commodity costs and continued pre-opening expenses from the development of new restaurants and our expansion strategy.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to make capital expenditures to invest in new restaurants, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable-rate debt and prevent us from meeting our obligations under the senior notes.

Our ownership interests in our owned restaurants are divided into two basic categories: (i) company-owned restaurants and (ii) development joint ventures. In addition, a number of our restaurants are operated as franchises in which we have no ownership interest. We derive no direct income from operations of franchised restaurants other than initial franchise fees and ongoing royalty payments based on sales, which are included in the line item “Other revenues” in our consolidated statements of operations.

Company-owned restaurants include restaurants owned by partnerships in which we are a general partner and joint ventures in which we are one of two members. Our ownership interests in the partnerships and joint ventures generally range from 50% to 90%. Company-owned restaurants also include restaurants owned by our Roy’s consolidated venture in which we have less than a majority ownership. We consolidate this venture because we control the executive committee (which functions as a board of directors) through representation on the committee by related parties, and we are able to direct or cause the direction of management and operations on a day-to-day basis. Additionally, the majority of capital contributions made by our partner in the Roy’s consolidated venture have been funded by loans to the partner from a third party where we are required to be a guarantor of the line of credit, which provides us control through our collateral interest in the joint venture partner’s membership interest. As a result of our controlling financial interest in this venture, it is included in Company-owned restaurants. We are responsible for 50% of the costs of new restaurants operated under this consolidated joint venture and our joint venture partner is responsible for the other 50%. Our joint venture partner in the consolidated joint venture funds its portion of the costs of new restaurants through a line of credit that we guarantee (see Liquidity and Capital Resources). The results of operations of Company-owned restaurants are included in our consolidated operating results. The portion of income or loss attributable to the other partners’ interests is eliminated in the line item in our consolidated statements of operations entitled “Minority interest in consolidated entities’ income.”

Development joint venture restaurants are organized as general partnerships and joint ventures in which we are one of two general partners and generally own 50% of the partnership and our joint venture partner generally owns 50%. We are responsible for 50% of the costs of new restaurants operated as development joint ventures and our joint venture partner is responsible for the other 50%. Our investments in these ventures are accounted for under the equity method, therefore the income derived from restaurants operated as development joint ventures is presented in the line item “(Income) loss from operations of unconsolidated affiliates” in our consolidated statements of operations.

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We derive no direct income from operations of franchised restaurants other than initial franchise fees and ongoing royalties, which are included in “Other revenues.”

Items Affecting Comparability

On November 5, 2006, OSI Restaurant Partners, Inc. entered into a definitive agreement to be acquired by our Parent, which is controlled by an investor group comprised of affiliates of Bain Capital and Catterton, our Founders and certain members of management for $40.00 per share in cash. On May 21, 2007, this agreement was amended to increase the merger consideration to $41.15 per share in cash, payable to all shareholders except our Founders, who instead converted a portion of their equity interest to equity in our Parent and received $40.00 per share for their remaining shares. Immediately following consummation of the Merger on June 14, 2007, we converted into a Delaware limited liability company named OSI Restaurant Partners, LLC.

The accompanying consolidated financial statements are presented for two periods: Predecessor and Successor, which relate to the period preceding the Merger and the period succeeding the Merger, respectively. The operations of OSI Restaurant Partners, Inc. are referred to for the Predecessor period and the operations of OSI Restaurant Partners, LLC are referred to for the Successor period. Unless the context otherwise indicates, as used in this report, the term the “Company,” “we,” “us,” “our” and other similar terms mean (a) prior to the Merger, OSI Restaurant Partners, Inc. and (b) after the Merger, OSI Restaurant Partners, LLC.

Our assets and liabilities were assigned values, part carryover basis pursuant to Emerging Issues Task Force Issue No. 88-16, “Basis in Leveraged Buyout Transactions” (“EITF No. 88-16”), and part fair value, similar to a step acquisition, pursuant to EITF No. 90-12, “Allocating Basis to Individual Assets and Liabilities for Transactions within the Scope of Issue No. 88-16” (“EITF No. 90-12”). As a result, there were zero retained earnings and accumulated depreciation and amortization after the allocation was made. Depreciation and amortization are higher in the Successor period due to these fair value assessments resulting in increases to the carrying value of property, plant and equipment and intangible assets.

Interest expense has increased substantially in the Successor period in connection with our new financing arrangements. These arrangements include the issuance of senior notes in an aggregate principal amount of $550,000,000 and senior secured credit facilities with a syndicate of institutional lenders and financial institutions. The senior secured credit facilities provide for senior secured financing of up to $1,560,000,000 and consist of a $1,310,000,000 term loan facility, a $150,000,000 working capital revolving credit facility, including letter of credit and swing-line loan sub-facilities, and a $100,000,000 pre-funded revolving credit facility that provides financing for capital expenditures only.

Merger expenses of approximately $33,174,000 and $7,590,000 for the periods from January 1 to June 14, 2007 and from June 15 to December 31, 2007, respectively, and management fees of approximately $5,162,000 for the period from June 15 to December 31, 2007 were included in general and administrative expenses in our Consolidated Statements of Operations and reflect primarily the professional service costs incurred in connection with the Merger and the management services provided by our Management Company as described in “—Liquidity and Capital Resources.”

In connection with the Merger, we caused our wholly-owned subsidiaries to sell substantially all of our domestic restaurant properties to our newly-formed sister company, PRP, for approximately $987,700,000. PRP then leased the properties to Private Restaurant Master Lessee, LLC, our wholly-owned subsidiary, under a market rate master lease. The market rate master lease is a triple net lease with a 15-year term. The sale of substantially all of our domestic wholly-owned restaurant properties to PRP and entry into the market rate master lease and the underlying subleases resulted in operating leases for us and is referred to as the “PRP Sale-Leaseback Transaction.” Rent expense has increased substantially in the Successor period in connection with the PRP Sale-Leaseback Transaction since these properties were previously owned.

We identified six restaurant properties included in the PRP Sale-Leaseback Transaction that failed to qualify for sale-leaseback accounting treatment in accordance with SFAS No. 98, “Accounting for Leases”

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(“SFAS No. 98”), as we have an obligation to repurchase such properties from PRP under certain circumstances. If within one year from the PRP Sale-Leaseback Transaction all title defects and construction work at such properties are not corrected, we must purchase such properties back from PRP on or before the expiration of the one-year period at the original purchase price. We have included approximately $17,825,000 for the fair value of these properties in the line items “Property, fixtures and equipment, net” and “Current portion of long-term debt” in our Consolidated Balance Sheet at December 31, 2007. The future lease payments made pursuant to the lease agreement will be treated as interest expense and principal payments until such time as the requirements for sale-leaseback treatment are achieved or we repurchase the properties.

Results of Operations

The following table sets forth our combined, consolidated results of operations for the year ended December 31, 2007. The year ended December 31, 2007 includes the results of operations for the period from January 1, 2007 to June 14, 2007 of the Predecessor and the results of operations for the period from June 15, 2007 to December 31, 2007 of the Successor on a combined basis.

Although this presentation does not comply with U.S. GAAP, we believe it provides a more meaningful method of comparison to prior years. The combined information is the result of adding the Successor and Predecessor columns and does not include any pro forma assumptions or adjustments.

The following table presents our consolidated results of operations for the periods from January 1, 2007 to June 14, 2007 (Predecessor) and June 15, 2007 to December 31, 2007 (Successor) and the combined results of these periods (in thousands):

	Predecessor			Successor			Non-GAAP Combined Predecessor/ Successor
	Period From January 1 to June 14, 2007			Period From June 15 to December 31, 2007			Year Ended December 31, 2007
Revenues
Restaurant sales	$	1,916,689		$	2,227,926		$	4,144,615
Other revenues		9,948			12,098			22,046
Total revenues		1,926,637			2,240,024			4,166,661
Costs and expenses
Cost of sales		681,455			790,592			1,472,047
Labor and other related		540,281			623,159			1,163,440
Other restaurant operating		440,545			557,459			998,004
Depreciation and amortization		74,846			102,263			177,109
General and administrative		158,147			138,376			296,523
Provision for impaired assets and restaurant closings		8,530			21,766			30,296
Loss (income) from operations of unconsolidated affiliates		692			(1,261	)		(569	)
Total costs and expenses		1,904,496			2,232,354			4,136,850
Income from operations		22,141			7,670			29,811
Interest income		1,561			4,725			6,286
Interest expense		(6,212	)		(98,722	)		(104,934	)
Income (loss) before benefit from income taxes and minority interest in consolidated entities’ income		17,490			(86,327	)		(68,837	)
Benefit from income taxes		(1,656	)		(47,143	)		(48,799	)
Income (loss) before minority interest in consolidated entities’ income		19,146			(39,184	)		(20,038	)
Minority interest in consolidated entities’ income		1,685			871			2,556
Net income (loss)	$	17,461		$	(40,055	)	$	(22,594	)

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The following tables set forth, for the periods indicated, (i) percentages that items in our Consolidated Statements of Operations bear to total revenues or restaurant sales, as indicated, and (ii) selected operating data:

	Non-GAAP Combined Predecessor/ Successor		Predecessor
	Years Ended December 31,
	2007		2006		2005
Revenues
Restaurant sales	99.5	%	99.5	%	99.4	%
Other revenues	0.5		0.5		0.6
Total revenues	100.0		100.0		100.0
Costs and expenses
Cost of sales (1)	35.5		36.1		36.6
Labor and other related (1)	28.1		27.7		25.9
Other restaurant operating (1)	24.1		22.6		21.8
Depreciation and amortization	4.3		3.8		3.5
General and administrative	7.1		6.0		5.5
Hurricane property losses	—		—		0.1
Provision for impaired assets and restaurant closings	0.7		0.4		0.8
Contribution for “Dine Out for Hurricane Relief”	—		—		*
Income from operations of unconsolidated affiliates	(*	)	(*	)	(*	)
Total costs and expenses	99.3		96.1		93.7
Income from operations	0.7		3.9		6.3
Other income (expense), net	—		0.2		(0.1	)
Interest income	0.2		0.1		0.1
Interest expense	(2.5	)	(0.4	)	(0.2	)
(Loss) income before (benefit) provision for income taxes and minority interest in consolidated entities’ income	(1.6	)	3.8		6.1
(Benefit) provision for income taxes	(1.2	)	1.1		2.0
(Loss) income before minority interest in consolidated entities’ income	(0.4	)	2.7		4.1
Minority interest in consolidated entities’ income	0.1		0.2		*
Net (loss) income	(0.5	)%	2.5	%	4.1	%

(1) As a percentage of restaurant sales.

* Less than 1/10 of one percent of total revenues.

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System-wide sales grew by 5.6% in 2007 and by 7.9% in 2006. System-wide sales is a non-GAAP financial measure that includes sales of all restaurants operating under our brand names, whether we own them or not. There are two components of system-wide sales—sales of Company-owned restaurants of OSI Restaurant Partners, LLC and sales of franchised and development joint venture restaurants. The table below presents the first component of system-wide sales—sales of Company-owned restaurants:

Company-Owned Restaurant Sales	Non-GAAP Combined Predecessor/ Successor		Predecessor
	Years Ended December 31,
	2007		2006		2005
	(in millions)
Outback Steakhouses
Domestic	$	2,284	$	2,260	$	2,238
International		329		308		258
Total		2,613		2,568		2,496
Carrabba’s Italian Grills		705		649		580
Bonefish Grills		373		311		224
Fleming’s Prime Steakhouse and Wine Bars		221		188		150
Other restaurants		233		204		141
Total Company-owned restaurant sales	$	4,145	$	3,920	$	3,591

The following information presents the second component of system-wide sales—sales for franchised and unconsolidated development joint venture restaurants. These are restaurants that are not owned by us and from which we only receive a franchise royalty or a portion of their total income. Management believes that franchise and unconsolidated development joint venture sales information is useful in analyzing our revenues because franchisees and affiliates pay service fees and/or royalties that generally are based on a percentage of sales. Management also uses this information to make decisions about future plans for the development of additional restaurants and new concepts as well as evaluation of current operations.

These sales do not represent sales of OSI Restaurant Partners, LLC, and are presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant brands.

	Non-GAAP Combined Predecessor/ Successor		Predecessor
	Years Ended December 31,
	2007		2006		2005
Franchise and Development Joint Venture Sales	(in millions)
Outback Steakhouses
Domestic	$	353	$	359	$	362
International		132		106		113
Total		485		465		475
Bonefish Grills		17		16		11
Total franchise and development joint venture sales (1)	$	502	$	481	$	486
Income from franchise and development joint ventures (2)	$	23	$	21	$	20

(1) Franchise and development joint venture sales are not included in revenues as reported in the Consolidated Statements of Operations.

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(2) Represents the franchise royalty and portion of total income related to restaurant operations included in the Consolidated Statements of Operations in the line items “Other revenues” or “Income from operations of unconsolidated affiliates.”

The following is the number of system-wide restaurants at the end of each period presented:

	December 31,
	2007 (Successor)	2006 (Predecessor)
Outback Steakhouses
Company-owned—domestic	688	679
Company-owned—international	129	118
Franchised and development joint venture—domestic	107	107
Franchised and development joint venture—international	49	44
Total	973	948
Carrabba’s Italian Grills
Company-owned	238	229
Bonefish Grills
Company-owned	134	112
Franchised and development joint venture	6	7
Total	140	119
Fleming’s Prime Steakhouse and Wine Bars
Company-owned	54	45
Other
Company-owned	75	67
System-wide total	1,480	1,408

None of our individual brands are considered separate reportable segments for purposes of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS No. 131”) as the brands have similar economic characteristics, nature of products and services, class of customer and distribution methods.

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Revenues

Restaurant sales. Restaurant sales increased by 5.7% or $224,839,000 in 2007 as compared with 2006 and by 9.2% or $328,907,000 in 2006 as compared with 2005. The 2007 increase in restaurant sales was attributable to additional revenues of approximately $164,292,000 from the opening of new restaurants after December 31, 2006 and incremental sales from restaurants that opened during 2006. This increase was partially offset by decreases in sales at existing restaurants. The 2006 increase in restaurant sales was attributable to additional revenues of approximately $202,433,000 from the opening of new restaurants after December 31, 2005 and revenues of approximately $18,449,000 from the purchase in February 2006 of ten Eastern Canada Outback Steakhouse franchise restaurants. This increase was partially offset by decreases in sales at existing restaurants. The following table includes additional information about changes in restaurant sales at domestic Company-owned restaurants for the years ended December 31, 2007, 2006 and 2005:

	Non-GAAP Combined Predecessor/ Successor			Predecessor
	2007			2006			2005
Average restaurant unit volumes (in thousands):
Outback Steakhouses	$	3,336		$	3,348		$	3,397
Carrabba’s Italian Grills		2,992			3,053			3,168
Bonefish Grills		2,979			3,058			3,090
Fleming’s Prime Steakhouse and Wine Bars		4,363			4,512			4,527
Operating weeks:
Outback Steakhouses		35,720			35,230			34,313
Carrabba’s Italian Grills		12,280			11,082			9,538
Bonefish Grills		6,524			5,306			3,783
Fleming’s Prime Steakhouse and Wine Bars		2,636			2,172			1,725
Year to year percentage change:
Same-store sales (stores open 18 months or more):
Outback Steakhouses		-0.7	%		-1.5	%		-0.8	%
Carrabba’s Italian Grills		-1.0	%		-1.1	%		6.0	%
Bonefish Grills		-1.7	%		0.4	%		4.3	%
Fleming’s Prime Steakhouse and Wine Bars		0.4	%		4.3	%		11.5	%

Other revenues. Other revenues, consisting primarily of initial franchise fees and royalties, increased by $863,000 to $22,046,000 in 2007 as compared with $21,183,000 in 2006. This increase resulted primarily from five additional franchised and development joint venture restaurants for Outback Steakhouse International in 2007 as compared to 2006. Other revenues decreased by $665,000 to $21,183,000 in 2006 as compared with $21,848,000 in 2005. This decrease primarily resulted from lower franchise fees and royalties for Outback Steakhouse International as a result of the purchase in February 2006 of ten Eastern Canada Outback Steakhouse franchise restaurants.

Costs and Expenses

Cost of sales. Cost of sales, consisting of food and beverage costs, decreased by 0.6% of restaurant sales to 35.5% in 2007 as compared with 36.1% in 2006. Of the decrease as a percentage of restaurant sales, 0.2% was attributable to an increase in the proportion of consolidated sales associated with our non-Outback Steakhouse restaurants, which have lower cost of goods sold ratios than Outback Steakhouses, 0.5% was due to the impact of certain Outback Steakhouse and Carrabba’s Italian Grill efficiency initiatives, 0.4% was a result of general menu price increases and 0.2% was from produce and seafood cost savings. This decrease as a percentage of restaurant sales was partially offset by increases in beef and dairy costs. Our increased beef costs negatively impacted cost of sales by 0.5% as a percentage of restaurant sales, and our increased dairy costs negatively impacted cost of

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sales by 0.2% as a percentage of restaurant sales. Cost of sales decreased by 0.5% of restaurant sales to 36.1% in 2006 as compared with 36.6% in 2005. This decrease in cost of sales as a percentage of restaurant sales was attributable to an increase in menu prices and to an increase in the proportion of consolidated sales associated with our non-Outback Steakhouse restaurants that have lower cost of goods sold ratios than Outback Steakhouses. Decreases in dairy, chicken and international beef costs during 2006 compared with 2005 were partially offset by higher produce and seafood costs.

Labor and other related expenses. Labor and other related expenses include all direct and indirect labor costs incurred in operations, including distribution expense to managing partners, costs related to the Partner Equity Plan (the “PEP”) and other stock-based and incentive compensation expenses. Labor and other related expenses increased 0.4% as a percentage of restaurant sales to 28.1% in 2007 as compared with 27.7% in 2006. Of the increase as a percentage of restaurant sales, approximately 0.3% was attributable to minimum wage increases, 0.2% was due to increases in kitchen labor costs, 0.2% was due to increases in restaurant management salaries, 0.1% was attributable to stock-based and incentive compensation expense and 0.1% was from an increase in health insurance costs. Additionally, declines in average unit volumes at Outback Steakhouses, Carrabba’s Italian Grills, Bonefish Grills and Fleming’s Prime Steakhouse and Wine Bars accounted for 0.2% of the increase as a percentage of restaurant sales, and increases in the proportion of new restaurant formats, which have higher average labor costs than domestic Outback Steakhouses and Carrabba’s Italian Grills increased labor and other related expenses by 0.1% as a percentage of restaurant sales compared to 2006. The increase as a percentage of restaurant sales was partially offset by a reduction in the conversion costs and ongoing expense for our PEP of 0.5% as a percentage of restaurant sales, Outback Steakhouse labor efficiencies of 0.2% as a percentage of restaurant sales and a reduction in distribution expense to managing partners of 0.1% as a percentage of restaurant sales.

Labor and other related expenses increased by 1.8% of restaurant sales to 27.7% in 2006 as compared with 25.9% in 2005. Of the increase, approximately 0.6% was attributable to conversion costs related to the implementation of the new Partner Equity Program and 0.7% resulted from ongoing costs from the Partner Equity Program, stock-based compensation expenses resulting from the implementation of a new accounting standard and restricted stock grants to managing partners. The total costs associated with implementation of the Partner Equity Program caused a corresponding $27,468,000 increase in the “Partner deposit and accrued buyout liability” balance in our Consolidated Balance Sheet as of December 31, 2006 as compared to December 31, 2005. Additionally, declines in average unit volumes at domestic Outback Steakhouses and Carrabba’s Italian Grills, minimum wage increases and increases in the proportion of new restaurant formats, which have higher average labor costs than domestic Outback Steakhouses and Carrabba’s Italian Grills, increased labor and other related expenses as a percentage of restaurant sales compared to 2005. This increase was partially offset by a decrease in distribution expense to managing partners.

Other restaurant operating expenses. Other restaurant operating expenses include certain unit-level operating costs such as operating supplies, rent, repair and maintenance, advertising expenses, utilities, pre-opening costs and other occupancy costs. A substantial portion of these expenses is fixed or indirectly variable. These costs increased 1.5% to 24.1% as a percentage of restaurant sales in 2007 as compared with 22.6% in 2006. Of the increase as a percentage of restaurant sales, approximately 1.0% was attributable to increased cash and non-cash rent charges from PRP, 0.3% resulted from increased advertising, 0.1% was from declines in average unit volumes, 0.2% was due to higher occupancy, supply, utility and repair and maintenance costs, 0.1% resulted from amortization of net favorable leases and 0.1% was due to an increase in the proportion of new format restaurants and international Outback Steakhouses in operation, which have higher average restaurant operating expenses as a percentage of restaurant sales than domestic Outback Steakhouses and Carrabba’s Italian Grills. The increase as a percentage of restaurant sales was partially offset by a reduction in pre-opening costs of 0.3% as a percentage of restaurant sales. Other operating expenses as a percentage of restaurant sales increased by 0.8% to 22.6% in 2006 as compared with 21.8% in 2005. This increase resulted from higher utility, supplies and repair and maintenance costs, declines in average unit volumes at domestic Outback Steakhouses and Carrabba’s Italian Grills and an increase in the proportion of new format restaurants

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and international Outback Steakhouses in operation, which have higher average restaurant operating expenses as a percentage of restaurant sales than domestic Outback Steakhouses and Carrabba’s Italian Grills.

Depreciation and amortization. Depreciation and amortization costs increased 0.5% as a percentage of total revenues to 4.3% in 2007 compared with 3.8% in 2006. Increased depreciation expense as a percentage of total revenues resulted from higher depreciation costs for certain of our new restaurant formats, which have higher average construction costs than an Outback Steakhouse. As a result of the Merger, our assets and liabilities have been assigned new values which are part carryover basis and part fair value basis as of the closing date, June 14, 2007. Depreciation and amortization costs as a percentage of total revenues increased as a result of these fair value assessments that caused increases to the carrying value of our property, plant and equipment and intangible assets. Depreciation and amortization costs as a percentage of total revenues increased 0.3% to 3.8% in 2006 compared with 3.5% in 2005. Increased depreciation expense as a percentage of total revenues resulted from lower average unit volumes at domestic Outback Steakhouses and Carrabba’s Italian Grills during 2006 and higher depreciation costs for certain of our new restaurant formats, which have higher average construction costs than an Outback Steakhouse.

General and administrative. General and administrative costs increased by $61,881,000 to $296,523,000 in 2007 as compared with $234,642,000 in 2006. This increase primarily resulted from $37,900,000 of incremental costs associated with the Merger, $10,500,000 of additional corporate payroll, $5,200,000 of management fees incurred as a result of the Merger and $8,500,000 of additional consulting and other professional fees in 2007 as compared to 2006. Additionally, an increase in overall administrative costs associated with operating additional domestic and international Outback Steakhouses, Carrabba’s Italian Grills, Fleming’s Prime Steakhouses, Roy’s, Bonefish Grills and Cheeseburger in Paradise restaurants contributed to the increase in general and administrative costs. These increases were partially offset by $1,800,000 of reduced expense for our corporate aircraft. General and administrative expenses increased by $37,507,000 to $234,642,000 in 2006 as compared with $197,135,000 in 2005. This increase primarily resulted from an increase in overall administrative costs associated with operating additional domestic and international Outback Steakhouses, Carrabba’s Italian Grills, Fleming’s Prime Steakhouses, Roy’s, Bonefish Grills and Cheeseburger in Paradise restaurants. Additionally, the increase resulted from $4,063,000 of compensation expense recognized for restricted stock benefits for certain members of senior management that was not recognized in the prior year and $5,320,000 of stock options expensed as a result of the implementation of a new accounting standard. Also, during 2006 we incurred $3,900,000 of consulting expenses for reviewing branding and strategic initiatives and $2,900,000 of professional fees related to the proposed merger transaction. These increases were offset by the reduction of $2,100,000 in compensation expense associated with our Chief Executive Officer recognized during the first quarter of 2005, which did not recur in 2006.

Hurricane property losses. During 2005, hurricanes caused property losses of $3,101,000.

Provision for impaired assets and restaurant closings. During 2007, we recorded a provision for impaired assets and restaurant closings of $30,296,000 which included the following: $25,573,000 of impairment charges for fourteen domestic Outback Steakhouse restaurants, three international Outback Steakhouse restaurants, four Carrabba’s Italian Grill restaurants, one Bonefish Grill restaurant, six Cheeseburger in Paradise restaurants and one Lee Roy Selmon’s restaurant, an impairment charge of $1,005,000 related to one of our corporate aircraft, $3,145,000 of impairment charges for our investment in Kentucky Speedway and $573,000 of other impairment charges.

During 2006, we recorded impairment charges for eight domestic Outback Steakhouse restaurants, three international Outback Steakhouse restaurants, three Carrabba’s Italian Grill restaurants, three Cheeseburger in Paradise restaurants and three Bonefish Grill restaurants. Of these restaurants, six domestic Outback Steakhouses, one Bonefish Grill and one Cheeseburger in Paradise closed in 2006. The total provision for impaired assets and restaurant closings was $14,154,000 in 2006.

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During 2005, we recorded a provision for impaired assets and restaurant closings of $27,170,000, which included $7,581,000 for an impairment charge against the deferred license fee related to certain non-restaurant operations, $14,975,000 for an impairment charge for intangible and other asset impairments related to the closing of Paul Lee’s Chinese Kitchen, $1,992,000 for the impairment of two Bonefish Grill restaurants in Washington, $816,000 for the impairment of two domestic Outback Steakhouse restaurants and $1,806,000 for the closing of five domestic Outback Steakhouse restaurants. Two of these Outback restaurants closed during 2005, and the other three closed in 2006.

In each instance, projected cash flows did not support the asset’s book value.

Contribution for “Dine Out for Hurricane Relief.” This line item represents our $1,000,000 contribution for “Dine for America,” a fundraising effort in October 2005 to provide support to the victims of hurricanes.

(Income) loss from operations of unconsolidated affiliates. (Income) loss from operations of unconsolidated affiliates represents our portion of net income from restaurants operated as development joint ventures. Income from development joint ventures increased by $564,000 in 2007 compared to 2006 as a result of an increase in income from our joint venture in Brazil. Income from development joint ventures decreased by $1,474,000 to $5,000 in 2006 as compared with $1,479,000 in 2005. This decrease is due to operating losses of $2,699,000 incurred on our investment in Kentucky Speedway, LLC during 2006. This decrease is partially offset by expenses resulting from the adoption of a buyout program for managing and area operating partners in certain Outback Steakhouses in our joint venture in Brazil during the first quarter of 2005, which did not recur in 2006. This decrease is also offset by a $574,000 write-down of an Outback Steakhouse operated as a joint venture in Pennsylvania during the second quarter of 2005. Operating performance issues and our inability to obtain more favorable lease terms resulted in a decision not to extend the lease for this restaurant past the initial term.

Income from operations. Income from operations decreased by $122,478,000 to $29,811,000 in 2007 as compared to $152,289,000 in 2006 primarily as a result of costs associated with the Merger, cash and non-cash rent charges from PRP, declines in average unit volumes at Outback Steakhouses, Carrabba’s Italian Grills, Bonefish Grills and Fleming’s Prime Steakhouse and Wine Bars, the increase in the provision for impaired assets and restaurant closings and the changes in the relationships between revenues and expenses discussed above. Income from operations decreased by $76,287,000 to $152,289,000 in 2006 as compared to $228,576,000 in 2005 primarily as a result of declines in average unit volumes at domestic Outback Steakhouses and Carrabba’s Italian Grills, conversion costs related to the implementation of the PEP, stock-based compensation expenses resulting from the implementation of a new accounting standard, the provision for impaired assets and restaurant closings and the changes in the relationships between revenues and expenses discussed above.

Other income (expense), net. Other income (expense) represents the net of revenues and expenses from non-restaurant operations. Net other income was $7,950,000 in 2006 compared with net other expense of $2,070,000 in 2005. The increase in other income (expense) primarily relates to a gain of $5,165,000 recorded during the second quarter of 2006 for amounts recovered in accordance with the terms of a lease termination agreement and a gain of $2,785,000 recorded during the fourth quarter of 2006 for amounts received from a sale of land in Tampa, Florida.

Interest income. Interest income was $6,286,000 in 2007 as compared with $3,312,000 in 2006 and $2,087,000 in 2005. Interest income increased due to higher cash and cash equivalent and restricted cash balances and higher interest rates on cash and cash equivalent and restricted cash balances during 2007 as compared with 2006 and 2005. Interest income for the years ended December 31, 2007, 2006 and 2005 included interest of approximately $2,439,000, $1,764,000 and $1,131,000, respectively, from notes receivable held by a limited liability company owned by our California franchisee.

Interest expense. Interest expense was $104,934,000 in 2007 as compared with $14,804,000 in 2006 and $6,848,000 in 2005. The year-to-year changes in interest expense resulted from changes in borrowing needs to finance the Merger in 2007 and various minority ownership interest or franchisee acquisitions in 2006 and from

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changes in short-term interest rates. Interest expense for the years ended December 31, 2007, 2006 and 2005 included approximately $2,439,000, $1,764,000 and $1,131,000, respectively, of expense from outstanding borrowings on the line of credit held by a limited liability company owned by our California franchisee.

(Benefit) provision for income taxes. The effective income tax rates for the periods from January 1, 2007 to June 14, 2007 and from June 15, 2007 to December 31, 2007 were (9.5)% and 54.6%, respectively, compared to 28.1% for the year ended December 31, 2006. The decrease in the effective income tax rate for the period from January 1, 2007 to June 14, 2007 as compared to the year ended December 31, 2006 is primarily due to a $131,257,000 decrease in pretax income. While this decrease caused most of the permanent differences related to non-deductible expenses to increase the effective tax rate, the FICA tax credit for employee-reported tips is a large percentage of pretax income which caused the effective tax rate for the period from January 1, 2007 to June 14, 2007 to be negative. The increase in the effective income tax rate for the period from June 15, 2007 to December 31, 2007 as compared to the year ended December 31, 2006 is primarily due to a change in pretax (loss) income. The effective income tax rate is unusually high due to the FICA tax credit for employee-reported tips being such a large percentage of pretax (loss) income.

The effective income tax rate was 28.1% in 2006 compared to 33.3% in 2005. The decline in the effective tax rate in 2006 compared to 2005 was primarily due to an increase in FICA tax credits for employee-reported tips as a percentage of income before provision for income taxes and a higher percentage of profits in lower-taxed jurisdictions.

Minority interest in consolidated entities’ income. The allocation of minority owners’ income included in this line item represents the portion of income or loss from operations included in consolidated operating results attributable to the ownership interests in certain restaurants in which we have a controlling interest. As a percentage of total revenues, the income allocations were 0.1% in 2007 compared with 0.2% in 2006 and less than 0.1% in 2005. The decrease from 2006 to 2007 is due to the acquisition of the remaining minority ownership interests in eleven Carrabba’s and nine Bonefish Grill restaurants in October 2006 and eighty-eight Outback Steakhouse restaurants in South Korea in November 2006. The charge for intangible and other asset impairments related to the closing of Paul Lee’s Chinese Kitchen caused the decrease in minority interest in consolidated entities’ income as a percentage of revenues in 2005.

Net (loss) income. Net (loss) income decreased by 122.6% or $122,754,000 to a net loss of $22,594,000 in 2007 compared with net income of $100,160,000 in 2006 primarily as a result of an increase in costs associated with the Merger, cash and non-cash rent charges from PRP, declines in average unit volumes at Outback Steakhouses, Carrabba’s Italian Grills, Bonefish Grills and Fleming’s Prime Steakhouse and Wine Bars, the increase in the provision for impaired assets and restaurant closings, an increase in interest expense primarily from additional borrowings in 2007 and the changes in the relationships between revenues and expenses discussed above. This decrease was partially offset by gains from the Outback Steakhouse efficiency initiatives announced in 2006.

Net income decreased by 31.7% or $46,586,000 to net income of $100,160,000 in 2006 compared with net income of $146,746,000 in 2005 primarily as a result of declines in average unit volumes at domestic Outback Steakhouses and Carrabba’s Italian Grills, conversion costs related to the implementation of the PEP, stock-based compensation expenses resulting from the implementation of a new accounting standard, the provision for impaired assets and restaurant closings, an increase in interest expense and the changes in the relationships between revenues and expenses discussed above.

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Liquidity and Capital Resources

The following table presents a summary of our cash flows from operating, investing and financing activities for the periods indicated (in thousands):

	Successor			Predecessor
	Period from June 15 to December 31, 2007			Period from January 1 to June 14, 2007			Year Ended December 31, 2006			Year Ended December 31, 2005
Net cash provided by operating activities	$	160,781		$	155,633		$	350,713		$	364,114
Net cash used in investing activities		(2,297,634	)		(119,753	)		(336,735	)		(318,782	)
Net cash provided by (used in) financing activities		2,265,127			(87,906	)		(3,998	)		(48,433	)
Net increase (decrease) in cash and cash equivalents	$	128,274		$	(52,026	)	$	9,980		$	(3,101	)

Operating activities. For the periods from January 1 to June 14, 2007 and June 15 to December 31, 2007 we generated cash flow from operations of $155,633,000 and $160,781,000, respectively, as compared to $350,713,000 and $364,114,000 for the years ended December 31, 2006 and 2005, respectively. During the period from January 1 to June 14, 2007, we had net income of $17,461,000, non-cash charges for depreciation and amortization of $74,846,000, stock-based compensation expense of $33,981,000, an increase in long-term deferred income tax assets of $41,732,000 and a change in other operating assets and liabilities of $55,163,000. During the period from June 15 to December 31, 2007, we had a net loss of $40,055,000, non-cash charges for depreciation and amortization of $102,263,000, stock-based and other non-cash compensation expense of $24,168,000, an increase in the deferred income tax liability of $13,156,000 and a change in other operating assets and liabilities of $58,277,000.

Net cash provided by operating activities in 2006 included net income of $100,160,000, non-cash charges for depreciation and amortization of $151,600,000, stock-based compensation expense of $70,642,000, an increase in deferred income tax assets of $25,005,000 and a change in other operating assets and liabilities of $34,644,000. Net cash provided by operating activities in 2005 included net income of $146,746,000, non-cash charges for depreciation and amortization of $127,773,000, a provision for impaired assets and restaurant closings and hurricane losses of $30,271,000, an increase in deferred income tax assets of $23,318,000 and a change in other operating assets and liabilities of $49,337,000.

Investing activities. Net cash used in investing activities was $119,753,000 and $2,297,634,000 for the periods from January 1 to June 14, 2007 and from June 15 to December 31, 2007, respectively, as compared to $336,735,000 and $318,782,000 for the years ended December 31, 2006 and 2005, respectively. Cash used in the period from January 1 to June 14, 2007 includes capital expenditures of $119,359,000 and the purchase of investment securities for $2,455,000. Cash used in the period from June 15 to December 31, 2007 includes capital expenditures of $77,065,000, the acquisition of OSI for $3,092,296,000 and the purchase of Company-owned life insurance for $63,930,000. These are offset by $925,090,000 in proceeds from sale-leaseback transactions.

Net cash used in investing activities in 2006 included acquisitions of $63,622,000 for various Outback Steakhouse, Carrabba’s and Bonefish Grill restaurants and $297,734,000 of capital expenditures for investments in new products, capacity and facilities infrastructure. These were offset by $31,693,000 of proceeds from the sale of property, fixtures and equipment and lease terminations. Net cash used in investing activities in 2005 consisted of capital expenditures of $327,862,000, the purchase of investment securities for $5,568,000 and the acquisition of four Carrabba’s restaurants for $5,200,000. These were offset by $11,508,000 of proceeds from the sale of property, fixtures and equipment and lease terminations.

Financing activities. Net cash used in financing activities was $87,906,000 for the period from January 1 to June 14, 2007 and was primarily related to proceeds from the issuance of long-term debt of $123,648,000 and

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proceeds from the exercise of employee stock options of $14,477,000. These were offset by principal payments of $210,834,000, the payment of dividends of $9,887,000 and a decrease in partner deposit and accrued buyout liability of $6,212,000. Net cash provided by financing activities was $2,265,127,000 for the period from June 15 to December 31, 2007 and was principally related to proceeds from the issuance of long-term debt of $1,889,400,000 and proceeds from the issuance of common stock of $600,373,000. These were offset by principal payments of $199,388,000 and deferred financing fees of $63,313,000.

Net cash used in financing activities in 2006 and 2005 was $3,998,000 and $48,433,000, respectively. In 2006, we had cash inflows of $371,787,000 from the issuance of long-term debt and $34,004,000 from the exercise of employee stock options. These were offset by cash outflows of $294,147,000 for repayments of long-term debt, $59,435,000 of payments for the purchase of treasury stock and $38,896,000 for the payment of dividends. In 2005, we had cash inflows of $171,546,000 from the issuance of long-term debt and $49,655,000 from the exercise of employee stock options. These were offset by cash outflows of $141,084,000 for repayments of long-term debt, $92,363,000 of payments for the purchase of treasury stock, $38,753,000 for the payment of dividends and $17,899,000 of distributions to minority interest.

We require capital primarily for principal and interest payments on our debt, the development of new restaurants, remodeling older restaurants and investments in technology, and we also use capital for acquisitions of franchisees and joint venture partners. Capital expenditures totaled approximately $119,359,000 and $77,065,000 for the periods from January 1, 2007 to June 14, 2007 (Predecessor) and June 15, 2007 to December 31, 2007 (Successor), respectively, and totaled approximately $297,734,000 and $327,862,000 for the years ended December 31, 2006 and 2005 (Predecessor), respectively. We estimate that our capital expenditures for the development of new restaurants will be approximately $130,000,000 to $150,000,000 in 2008. We either lease our restaurants under operating leases for periods ranging from five to 30 years (including renewal periods) or build free standing restaurants where it is cost effective.

Pursuant to our joint venture agreement for the development of Roy’s restaurants, RY-8, our joint venture partner, has the right to require us to purchase up to 25% of RY-8’s interests in the joint venture at any time after June 17, 2004 and up to another 25% (total 50%) of its interest in the joint venture at any time after June 17, 2009. Our purchase price would be equal to the fair market value of the joint venture as of the date that RY-8 exercised its put option multiplied by the percentage purchased.

If demand for our products and services were to decrease as a result of increased competition, changing consumer tastes, changes in local, regional, national and international economic conditions or changes in the level of consumer acceptance of our restaurant brands, our restaurant sales could decline significantly. The following table sets forth approximate amounts by which cash provided by operating activities may decline in the event of a decline in restaurant sales of 5%, 10% and 15% compared with total revenues for the periods indicated (in thousands):

	Successor									Predecessor
	Period From June 15 to December 31, 2007									Period From January 1 to June 14, 2007
	5%			10%			15%			5%			10%			15%
Decrease in restaurant sales	$	(111,396	)	$	(222,793	)	$	(334,189	)	$	(95,834	)	$	(191,669	)	$	(287,503	)
Decrease in cash provided by operating activities		(20,998	)		(41,996	)		(62,995	)		(18,065	)		(36,130	)		(54,194	)

The estimates above are based on the assumption that earnings before income taxes, depreciation and amortization decrease approximately $0.19 for every $1.00 decrease in restaurant sales. These numbers are estimates only and do not consider other measures we could implement were such decreases in revenue to occur.

We have formed joint ventures to develop Outback Steakhouses in Brazil and the Philippines. We are also developing Company-owned restaurants internationally in Puerto Rico, South Korea, Hong Kong, Eastern Canada and Japan.

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On November 5, 2006, OSI Restaurant Partners, Inc. entered into a definitive agreement to be acquired by our Parent, which is controlled by an investor group comprised of affiliates of Bain Capital and Catterton, our Founders and certain members of management for $40.00 per share in cash. On May 21, 2007, this agreement was amended to increase the merger consideration to $41.15 per share in cash, payable to all shareholders except our Founders, who instead converted a portion of their equity interest to equity in our Parent and received $40.00 per share for their remaining shares. Immediately following consummation of the Merger on June 14, 2007, we converted into a Delaware limited liability company named OSI Restaurant Partners, LLC.

The total purchase price was approximately $3.1 billion. The Merger was financed by borrowings under new senior secured credit facilities, proceeds from the issuance of senior notes, the proceeds from the PRP Sale-Leaseback Transaction, the investment made by Bain Capital and Catterton, rollover equity from our Founders and investments made by certain members of management.

In connection with the Merger, we caused our wholly-owned subsidiaries to sell substantially all of our domestic restaurant properties to our newly-formed sister company, PRP, for approximately $987,700,000. PRP then leased the properties to Private Restaurant Master Lessee, LLC, our wholly-owned subsidiary, under a market rate master lease. The market rate master lease is a triple net lease with a 15-year term. The PRP Sale-Leaseback Transaction resulted in operating leases for us. Rent expense has increased substantially in the Successor period in connection with the PRP Sale-Leaseback Transaction.

We identified six restaurant properties included in the PRP Sale-Leaseback Transaction that failed to qualify for sale-leaseback accounting treatment in accordance with SFAS No. 98, as we have an obligation to repurchase such properties from PRP under certain circumstances. If within one year from the PRP Sale-Leaseback Transaction all title defects and construction work at such properties are not corrected, we must purchase such properties back from PRP on or before the expiration of the one-year period at the original purchase price. We have included approximately $17,825,000 for the fair value of these properties in the line items “Property, fixtures and equipment, net” and “Current portion of long-term debt” in our Consolidated Balance Sheet at December 31, 2007. The future lease payments made pursuant to the lease agreement will be treated as interest expense and principal payments until such time as the requirements for sale-leaseback treatment are achieved or we repurchase the properties.

In accordance with Revised FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” (“FIN 46R”), we determined that PRP is a variable interest entity; however we are not its primary beneficiary. As a result, PRP has not been consolidated into our financial statements. If the market rate master lease were to be terminated in connection with any default by us or if the lenders under PRP’s real estate credit facility were to foreclose on the restaurant properties as a result of a PRP default under its real estate credit facility, we could, subject to the terms of a subordination and nondisturbance agreement, lose the use of some or all of the properties that we lease under the market rate master lease.

Merger expenses of approximately $33,174,000 and $7,590,000 for the periods from January 1 to June 14, 2007 and from June 15 to December 31, 2007, respectively, and management fees of approximately $5,162,000 for the period from June 15 to December 31, 2007 were included in general and administrative expenses in our Consolidated Statements of Operations and reflect primarily the professional service costs incurred in connection with the Merger.

Upon completion of the Merger, we entered into a financial advisory agreement with certain entities affiliated with Bain Capital and Catterton who received aggregate fees of approximately $30,000,000 for providing services related to the Merger. We also entered into a management agreement with Kangaroo Management Company I, LLC (the “Management Company”), whose members are our Founders and entities affiliated with Bain Capital and Catterton. In accordance with the terms of the agreement, the Management Company will provide management services to us until the tenth anniversary of the consummation of the Merger, with one-year extensions thereafter until terminated. The Management Company will receive an aggregate

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annual management fee equal to $9,100,000 and reimbursement for out-of-pocket expenses incurred by it, its members, or their respective affiliates in connection with the provision of services pursuant to the agreement.

In the first quarter of 2006, we implemented changes to our general manager partner program that are effective for all new general manager partner and chef partner employment agreements signed after March 1, 2006. Additionally, all managing partners under contract at that time were given an opportunity to elect participation in the new plan. Upon completion of each five-year term of employment, the managing partner will participate in a deferred compensation program in lieu of receiving stock options under the historical plan. We will require the use of capital to fund this new PEP as each general managing partner earns a contribution and currently estimate funding requirements ranging from $20,000,000 to $25,000,000 in each of the first two years of the plan. Future funding requirements will vary significantly depending on timing of partner contracts, forfeiture rates and numbers of partner participants and may differ materially from estimates. As a result of the Merger, the PEP was amended such that benefits under this plan will be earned and distributed in cash only, and participants will no longer be eligible for Company stock.

In connection with the Merger, we funded our outstanding PEP obligation as of June 14, 2007 by making a cash contribution to an irrevocable grantor or “rabbi” trust of $17,584,000 (we are the sole owner of any assets in the trust and participants are our general creditors with respect to their benefits under the PEP).

Area operating partners historically have been required, as a condition of employment, to purchase a 4% to 9% interest in the restaurants they develop for an initial investment of $50,000. This interest gives the area operating partner the right to receive a percentage of his or her restaurants’ annual cash flows for the duration of the agreement. Pursuant to these partners’ employment agreements, we have the option to purchase the partners’ interests after a five-year period on the terms specified in the agreements.

We have continued the area operating partner program subsequent to the Merger. However, in connection with the Merger each area operating partner sold his or her interest in the restaurants and became a partner in a new management partnership that provides services to the restaurants. The restaurants pay a management fee to the management partnerships based on a percentage of the cash flow of the restaurants. The area operating partner receives distributions from the management partnership based on a percentage of the restaurant’s annual cash flows for the duration of the agreement. We retained the option to purchase the partners’ interests in the management partnerships after the restaurant has been open for a five-year period on the terms specified in the agreements. For restaurants opened on or after January 1, 2007, the area operating partner’s percentage of cash distributions and percentage for buyout will be adjusted based on the associated restaurant’s return on investment compared to our targeted return on investment. The area operating partner percentage may range from 3.0% to 12.0%. This adjustment to the area operating partner’s percentage will be made beginning after the first five full calendar quarters from the date of the associated restaurant’s opening and will be made each quarter thereafter based on a trailing 12-month restaurant return on investment. The percentage for buy-out will be the distribution percentage for the 24 months preceding the buy-out. Area operating partner distributions will continue to be paid monthly and buyouts will be paid in cash over a two-year period.

Effective January 1, 2007, area operating partners who provide supervisory services for a restaurant in which they do not have an associated ownership interest in a management partnership have the opportunity to earn a bonus payment. This payment is based on growth in the associated restaurant cash flows according to terms specified in the program and will be paid in a lump sum within 90 days of the end of the five-year period provided for in the program.

Upon the closing of the Merger, stock options that had been granted under the Amended and Restated Managing Partner Stock Plan, or MP Stock Plan, to managing partners and chef partners upon completion of a previous employment contract (“buyout stock options”) were converted into the right to receive cash equal to the number of shares represented by the option times the excess, if any, of $41.15 over the exercise price per share, less any required tax withholdings. This applied to all buyout stock options, whether or not currently exercisable. If the cash received for buyout stock options plus the amount received for any prior exercise of part of that

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buyout stock option grant, prior to any reduction for applicable tax withholdings, was less than the partner would have received under the PEP, calculated as if the PEP was in place when the partner earned the buyout stock options, the partner also received a “supplemental PEP” contribution equal to the difference. Future payments under the supplemental PEP cannot be forfeited, and partners may elect to allocate the contributions into benchmark investment funds similar to those in the PEP. Supplemental PEP distributions have been and will be made using the original option vesting schedule pursuant to the terms of the partners’ employment contracts. We funded approximately $36,302,000 into the rabbi trust related to the PEP to satisfy our supplemental PEP contributions obligation. We included approximately $2,023,000 and $33,259,000 for our buyout stock options obligation in the line items “Accrued expenses” and “Other long-term liabilities,” respectively, in our Consolidated Balance Sheet at December 31, 2007. Amounts due to partners will fluctuate according to the performance of their allocated investments and may differ materially from the initial contribution.

Upon the closing of the Merger, stock options that had been granted under the MP Stock Plan to managing partners and chef partners at the beginning of an employment agreement (“employment stock options”) were converted into the right to receive cash equal to the number of shares represented by the option times the excess, if any, of $41.15 over the exercise price per share, less any required tax withholdings. This applied to all employment stock options, whether or not they were vested. If the cash received for employment stock options plus the amount received on any prior exercise of part of that employment stock option grant, prior to any reduction for applicable tax withholdings, was less than $25,000, the partner also was to receive a supplemental cash payment sufficient to bring the total amount to $25,000. Partners with vested employment stock options received this payment in the Merger. However, partners that were not vested in these options will not receive the supplemental cash payment if they resign or are terminated for cause prior to completing their current employment term. We recorded liabilities of approximately $1,606,000 and $5,068,000 for our supplemental cash payment obligation in the line items “Accrued expenses” and “Other long-term liabilities,” respectively, in our Consolidated Balance Sheet at December 31, 2007.

Upon the closing of the Merger, all outstanding, unvested partner employment grants of restricted stock under the MP Stock Plan were converted into the right to receive cash on a deferred basis equal to the number of shares in the restricted stock grant times $41.15, less any required tax withholdings. Additionally, certain members of management were given the option to either convert some or all of their restricted stock granted under the Amended and Restated Stock Plan, or Stock Plan, in the same manner as managing partners or convert some or all of it into restricted stock of our Parent. These “restricted stock contributions” were deposited into an investment account, and partners and management may elect to allocate contributions into funds similar to those in the PEP. We funded approximately $14,537,000 into the rabbi trust related to the PEP to satisfy our restricted stock contributions obligation. Restricted stock distribution payments will be made using the same vesting schedule as the original restricted stock grants, and payments will occur upon the earlier of completion of the current employment term or termination of employment due to death or disability. Partners and management will not receive the undistributed restricted stock payment if they resign or are terminated for cause prior to completing their current employment term. We included approximately $6,149,000 for our restricted stock contributions obligation in the line item “Other long-term liabilities” in our Consolidated Balance Sheet at December 31, 2007. Amounts due to partners and management will fluctuate according to the performance of their allocated investments and may differ materially from the initial contribution.

Certain partners participating in the PEP were to receive common stock (“Partner Shares”) upon completion of their employment contract. These partners now will receive a deferred payment of cash equal to $41.15 per share, less required tax withholdings, upon completion of their current employment term. Partners will not receive the deferred cash payment if they resign or are terminated for cause prior to completing their current employment terms. There will not be any future earnings or losses on these amounts prior to payment to the partners. We recorded a liability of approximately $3,164,000 for these deferred cash payments in the line item “Other long-term liabilities” in our Consolidated Balance Sheet at December 31, 2007.

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Effective October 1, 2007, we implemented a deferred compensation plan for our highly-compensated employees who are not eligible to participate in the OSI Restaurant Partners, Inc. Salaried Employees 401(k) Plan and Trust. The deferred compensation plan will allow these employees to contribute up to 90% of their income on a pre-tax basis to an investment account consisting of twelve different investment fund options. We do not currently intend to provide any matching or profit-sharing contributions, and participants will always be fully vested in their deferrals and their related returns. Participants will be considered unsecured general creditors in the event of our bankruptcy or insolvency.

In October 2007, we entered into an agreement in principle to sell the majority of our interest in our Lee Roy Selmon’s concept to an investor group led by Lee Roy Selmon and Peter Barli, president of the concept. The agreement in principle has since expired and closing is subject to further negotiations of terms and the ability of the investor group to obtain financing. As of December 31, 2007, we determined that our Lee Roy Selmon’s concept does not meet the assets held for sale criteria defined in SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (“SFAS No. 144”).

On April 4, 2008, the sale of land in Las Vegas, Nevada closed for $9,800,000, and as additional consideration, the purchaser is obligated to transfer and convey title for an approximately 8,000 square foot condominium unit in the completed condominium tower for us to utilize as a future full-service restaurant. Conveyance of title must be no later than September 9, 2012, subject to extensions, and both parties must agree to the plans and specifications of the restaurant unit by September 9, 2010. If title does not transfer or both parties do not agree to the plans and specifications per the terms of the contract, then we will receive an additional $4,000,000 from the purchaser.

Currently, we are marketing the sale of our Roy’s concept. As of December 31, 2007, we determined that our Roy’s concept does not meet the assets held for sale criteria defined in SFAS No. 144.

In March 2008, the Company purchased ownership interests in eighteen Outback Steakhouse restaurants and ownership interests in its Outback Steakhouse catering operations from one of its area operating partners for $3,615,000. The Company’s Parent also purchased this partner’s common shares in our Parent for $300,000.

Credit Facilities

On June 14, 2007, in connection with the Merger, we entered into senior secured credit facilities with a syndicate of institutional lenders and financial institutions. These senior secured credit facilities provide for senior secured financing of up to $1,560,000,000 and consist of a $1,310,000,000 term loan facility, a $150,000,000 working capital revolving credit facility, including letter of credit and swing-line loan sub-facilities, and a $100,000,000 pre-funded revolving credit facility that provides financing for capital expenditures only.

The $1,310,000,000 term loan facility matures June 14, 2014, and its proceeds were used to finance the Merger. At each rate adjustment, we have the option to select a Base Rate plus 125 basis points or a Eurocurrency Rate plus 225 basis points for the borrowings under this facility. The Base Rate option is the higher of the prime rate of Deutsche Bank AG New York Branch and the federal funds effective rate plus  ¹/2 of 1% (7.25% at December 31, 2007) (“Base Rate”). The Eurocurrency Rate option is the 30, 60, 90 or 180-day Eurocurrency Rate (ranging from 4.60% to 4.70% at December 31, 2007) (“Eurocurrency Rate”). In either case, a 25 basis point reduction may be taken on the interest rate if our Moody’s Applicable Corporate Rating then most recently published is B1 or higher (B2 at December 31, 2007).

We will be required to prepay outstanding term loans, subject to certain exceptions, with:

• 50% of our “annual excess cash flow” (with step-downs to 25% and 0% based upon our rent-adjusted leverage ratio), as defined in the credit agreement and subject to certain exceptions;

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• 100% of our “annual minimum free cash flow,” as defined in the credit agreement, not to exceed $50,000,000 for the fiscal year ended December 31, 2007 or $75,000,000 for each subsequent fiscal year, if our rent-adjusted leverage ratio exceeds a certain minimum threshold;

• 100% of the net proceeds of certain assets sales and insurance and condemnation events, subject to reinvestment rights and certain other exceptions; and

• 100% of the net proceeds of any incurrence of debt, excluding permitted debt issuances.

Additionally, we will, on an annual basis, be required to (1) first, repay outstanding loans under the pre-funded revolving credit facility and (2) second, fund a capital expenditure account established on the closing date of the Merger to the extent amounts on deposit are less than $100,000,000, in both cases with 100% of our “annual true cash flow,” as defined in the credit agreement. Since there were no loans outstanding under the pre-funded revolving credit facility at December 31, 2007, we were not required to make any repayments under the pre-funded revolving credit facility. In April 2008, we funded our capital expenditure account with $90,018,000 for the year ended December 31, 2007 using our “annual true cash flow.”

Our senior secured credit facilities require scheduled quarterly payments on the term loans equal to 0.25% of the original principal amount of the term loans for the first six years and three quarters following the closing of the Merger. These payments will be reduced by the application of any prepayments, and any remaining balance will be paid at maturity. The outstanding balance on the term loans was $1,260,000,000 at December 31, 2007, as we made the remainder of our $50,000,000 prepayment required by the credit agreement during the fourth quarter of 2007.

In September 2007, we entered into an interest rate collar with a notional amount of $1,000,000,000 as a method to limit the variability of our $1,310,000,000 variable-rate term loan. The collar consists of a LIBOR cap of 5.75% and a LIBOR floor of 2.99%. The collar’s first variable-rate set date was December 31, 2007, and the option pairs expire at the end of each calendar quarter beginning March 2008 and ending September 30, 2010. The quarterly expiration dates correspond to the scheduled amortization payments of our term loan. We record marked-to-market changes in the fair value of the derivative instrument in earnings in the period of change in accordance with SFAS No. 133. We included approximately $5,357,000 in the line item “Accrued expenses” in our Consolidated Balance Sheet as of December 31, 2007 and in the line item “Interest expense” in our Consolidated Statement of Operations for the period from June 15 to December 31, 2007 for the effects of this derivative instrument.

Proceeds of loans and letters of credit under the $150,000,000 working capital revolving credit facility provide financing for working capital and general corporate purposes and, subject to a rent-adjusted leverage condition, for capital expenditures for new restaurant growth. This revolving credit facility matures June 14, 2013 and bears interest at rates ranging from 100 to 150 basis points over the Base Rate or 200 to 250 basis points over the Eurocurrency Rate. There were no loans outstanding under the revolving credit facility at December 31, 2007; however, $49,540,000 of the credit facility was not available for borrowing as (i) $25,040,000 of the credit facility was committed for the issuance of letters of credit as required by insurance companies that underwrite our workers’ compensation insurance and also, where required, for construction of new restaurants and (ii) $24,500,000 of the credit facility was committed for the issuance of a letter of credit for our guarantee of an uncollateralized line of credit for our joint venture partner, RY-8, Inc. (“RY-8”), in the development of Roy’s restaurants. Effective January 9, 2008, we amended one of our letters of credit to increase its amount by $3,500,000. As a result, $53,040,000 of the working capital revolving credit facility is not available for borrowing. Fees for the letters of credit range from 2.00% to 2.50% and the commitment fees for unused working capital revolving credit commitments range from 0.38% to 0.50%.

Proceeds of loans under the $100,000,000 pre-funded revolving credit facility are available to provide financing for capital expenditures once we fully utilize $100,000,000 of restricted cash that was funded on the closing date of the Merger. At December 31, 2007, $29,002,000 of restricted cash remains available for capital expenditures, and no draws are outstanding on the pre-funded revolving credit facility. This facility matures

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June 14, 2013. At each rate adjustment, we have the option to select the Base Rate plus 125 basis points or a Eurocurrency Rate plus 225 basis points for the borrowings under this facility. In either case, a 25 basis point reduction may be taken on the interest rate if the Moody’s Applicable Corporate Rating then most recently published is B1 or higher.

Our senior secured credit facilities require us to comply with certain financial covenants, including a quarterly maximum total leverage ratio test, and, subject to our exceeding a minimum rent-adjusted leverage level, an annual minimum free cash flow test. Our senior secured credit facilities agreement also includes negative covenants that, subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries to: incur liens, make investments and loans, make capital expenditures (as described below), incur indebtedness or guarantees, engage in mergers, acquisitions and assets sales, declare dividends, make payments or redeem or repurchase equity interests, alter our business, engage in certain transactions with affiliates, enter into agreements limiting subsidiary distributions and prepay, redeem or purchase certain indebtedness. Our senior secured credit facilities contain customary representations and warranties, affirmative covenants and events of default. At December 31, 2007, we were in compliance with these debt covenants.

Our capital expenditures are limited by the credit agreement. Our annual capital expenditure limits range from $200,000,000 to $250,000,000 with various carry-forward and carry-back allowances. Our annual expenditure limits may increase after an acquisition. However, if (i) the rent adjusted leverage ratio at the end of a fiscal year is greater than 5.25 to 1.00, (ii) the “annual true cash flows” are insufficient to repay fully our pre-funded revolving credit facility and (ii) the capital expenditure account has a zero balance, our capital expenditures will be limited to $100,000,000 for the succeeding fiscal year. This limitation will remain until there are no pre-funded revolving credit facility loans outstanding and the amount on deposit in the capital expenditures account is greater than zero or until the rent adjusted leverage ratio is less than 5.25 to 1.00.

In accordance with the terms of the senior secured credit facility, our restricted subsidiaries are also subject to restrictive covenants. As of June 14, 2007 and December 31, 2007, all of our consolidated subsidiaries were restricted subsidiaries. Under certain circumstances, we are permitted to designate subsidiaries as unrestricted subsidiaries, which would cause them not to be subject to the restrictive covenants of the credit agreement.

The obligations under our senior secured credit facilities are guaranteed by each of our current and future domestic 100% owned restricted subsidiaries in our Outback Steakhouse, Carrabba’s Italian Grill and Cheeseburger in Paradise concepts (the “Guarantors”) and by OSI HoldCo, Inc. (our direct owner and a wholly-owned subsidiary of our Parent) and, subject to the conditions described below, are secured by a perfected security interest in substantially all of our assets and assets of the Guarantors and OSI HoldCo, Inc., in each case, now owned or later acquired, including a pledge of all of our capital stock, the capital stock of substantially all of our domestic wholly-owned subsidiaries and 65% of the capital stock of certain of our material foreign subsidiaries that are directly owned by us, OSI HoldCo, Inc., or a Guarantor. Also, we are required to provide additional guarantees of the senior secured credit facilities in the future from other domestic wholly-owned restricted subsidiaries if the consolidated EBITDA (earnings before interest, taxes, depreciation and amortization as defined in the senior secured credit facilities) attributable to our non-guarantor domestic wholly-owned restricted subsidiaries as a group exceeds 10% of our consolidated EBITDA as determined on a Company-wide basis. If this occurs, guarantees would be required from additional domestic wholly-owned restricted subsidiaries in such number that would be sufficient to lower the aggregate consolidated EBITDA of the non-guarantor domestic wholly-owned restricted subsidiaries as a group to an amount not in excess of 10% of our Company-wide consolidated EBITDA.

On June 14, 2007, we issued senior notes in an aggregate principal amount of $550,000,000 under an indenture among us, as issuer, Co-Issuer, Wells Fargo Bank, National Association, as trustee, and the Guarantors. Proceeds from the issuance of the notes were used to finance the Merger, and the notes mature on June 15, 2015. Interest is payable semiannually in arrears, at 10% per annum, in cash on each June 15 and December 15, commencing on December 15, 2007. Interest payments to the holders of record of the notes occur on the

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immediately preceding June 1 and December 1. Interest is computed on the basis of a 360-day year consisting of twelve 30-day months.

The indenture governing the notes limits, under certain circumstances, our ability and the ability of Co-Issuer and our restricted subsidiaries to: incur liens, make investments and loans, incur indebtedness or guarantees, engage in mergers, acquisitions and assets sales, declare dividends, make payments or redeem or repurchase equity interests, alter our business, engage in certain transactions with affiliates, enter into agreements limiting subsidiary distributions and prepay, redeem or purchase certain indebtedness.

In accordance with the terms of the senior notes, our restricted subsidiaries are also subject to restrictive covenants. As of June 14, 2007 and December 31, 2007, all of our consolidated subsidiaries were restricted subsidiaries. Under certain circumstances, we are permitted to designate subsidiaries as unrestricted subsidiaries, which would cause them not to be subject to the restrictive covenants of the indenture.

Additional notes may be issued under the indenture from time to time, subject to certain limitations. Initial and additional notes issued under the indenture will be treated as a single class for all purposes under the indenture, including waivers, amendments, redemptions and offers to purchase.

The notes are initially guaranteed on a senior unsecured basis by each restricted subsidiary that guarantees the senior secured credit facility. The notes are general, unsecured senior obligations of us, Co-Issuer and the Guarantors and are equal in right of payment to all existing and future senior indebtedness, including the senior secured credit facility. The notes are effectively subordinated to all of our, Co-Issuer’s and the Guarantors’ secured indebtedness, including the senior secured credit facility, to the extent of the value of the assets securing such indebtedness. The notes are senior in right of payment to all of our, Co-Issuer’s and the Guarantors’ existing and future subordinated indebtedness. The notes will be subject to future registration with the Securities and Exchange Commission pursuant to the registration rights agreement.

We may redeem some or all of the notes on and after June 15, 2011 at the redemption prices (expressed as percentages of principal amount of the notes to be redeemed) listed below, plus accrued and unpaid interest thereon and additional interest, if any, to the applicable redemption date.

Year	Percentage
2011	105.0	%
2012	102.5	%
2013 and thereafter	100.0	%

We also may redeem all or part of the notes at any time prior to June 15, 2011, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the applicable premium as of, and accrued and unpaid interest and additional interest, if any, to the date of redemption.

We also may redeem up to 35% of the aggregate principal amount of the notes until June 15, 2010, at a redemption price equal to 110% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and additional interest, if any, to the applicable redemption date with the net cash proceeds of one or more equity offerings; provided that at least 50% of the sum of the aggregate principal amount of notes originally issued under the indenture and any additional notes issued under the indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the closing date of each such equity offering.

Upon a change in control as defined in the indenture, we will be required to make an offer to purchase all of the notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest and unpaid interest and additional interest, if any, to the date of purchase.

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On June 14, 2007, our uncollateralized $225,000,000 revolving credit facility was paid off with proceeds from the Merger and terminated. This line of credit was scheduled to mature in June 2011 and permitted borrowing at interest rates ranging from 45 to 65 basis points over the 30, 60, 90 or 180-day London Interbank Offered Rate (LIBOR) (ranging from 5.35% to 5.36% at December 31, 2006). At December 31, 2006, the unused portion of the line of credit was $71,000,000.

On June 14, 2007, our $40,000,000 line of credit was paid off with proceeds from the Merger and terminated. This line was scheduled to mature in June 2011 and permitted borrowing at interest rates ranging from 45 to 65 basis points over LIBOR for loan draws and 55 to 80 basis points over LIBOR for letter of credit advances. There were no draws outstanding on this line of credit as of December 31, 2006. At December 31, 2006, $25,072,000 of the line of credit was committed for the issuance of letters of credit as required by insurance companies that underwrite our workers’ compensation insurance and also, where required, for construction of new restaurants.

On June 14, 2007, our $50,000,000 short-term uncollateralized line of credit was paid off with proceeds from the Merger and terminated. The line was scheduled to mature on June 30, 2007 and permitted borrowing at an interest rate 55 basis points over the LIBOR Market Index Rate at the time of each draw. There were no draws outstanding on this line of credit as of December 31, 2006.

On June 13, 2007, we established a one-year line of credit with a maximum borrowing amount of 12,000,000,000 Korean won ($12,790,000 at December 31, 2007) to finance development of our restaurants in South Korea. The line bears interest at 0.80% over the Korean Stock Exchange three-month certificate of deposit rate (6.48% at December 31, 2007) and matures June 13, 2008. There were no draws outstanding on this line of credit as of December 31, 2007.

On June 12, 2007, we established a one-year overdraft line of credit with a maximum borrowing amount of 5,000,000,000 Korean won ($5,329,000 at December 31, 2007). The line bears interest at 1.15% over the Korean Stock Exchange three-month certificate of deposit rate (6.83% at December 31, 2007) and matures June 12, 2008. There were no draws outstanding on this line of credit as of December 31, 2007.

On May 2, 2007, our notes payable used to finance development of our restaurants in South Korea were paid off. The notes were denominated and payable in Korean won and had interest rates ranging from 5.27% to 6.29% at December 31, 2006. As of December 31, 2006, the combined outstanding balance was approximately $39,700,000. Certain of the notes payable were collateralized by lease and other deposits. At December 31, 2006, collateralized notes totaled approximately $41,360,000. At December 31, 2007, these lease and other deposits totaled approximately $45,254,000 but were no longer used as collateral on any of our Korean debt. We were pre-approved for additional borrowings of approximately $15,900,000 at December 31, 2006.

On May 2, 2007, our uncollateralized note payable with a principal amount of 10,000,000,000 Korean won was paid off. The note’s interest rate was 1.25% over the Korean Stock Exchange three-month certificate of deposit rate (5.85% as of December 31, 2006). The note was denominated and payable in Korean won and was scheduled to mature in September 2009. As of December 31, 2006, the outstanding principal on this note was approximately $10,629,000.

We had notes payable with banks to finance the development of our restaurants in Japan (“Outback Japan”). The notes were payable to banks, collateralized by letters of credit and lease deposits of approximately $3,300,000 at December 31, 2006, and had an interest rate of 1.40% at December 31, 2006. The notes were denominated and payable in Japanese yen. As of December 31, 2006, the outstanding balance totaled approximately $5,114,000. The notes had been paid as of March 31, 2007.

In October 2003, Outback Japan established a revolving line of credit to finance the development of new restaurants in Japan and refinance certain notes payable. The line permitted borrowing up to a maximum of $10,000,000, contained certain restrictions and conditions as defined in the agreement and was scheduled to

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mature in June 2011. The line of credit permitted borrowing at interest rates ranging from 45 to 65 basis points over LIBOR. As of December 31, 2006, Outback Japan had borrowed approximately $9,096,000 on the line of credit at an average interest rate of 1.19%. As of March 31, 2007, borrowings under this line of credit had been paid.

In February 2004, Outback Japan established an additional revolving line of credit to finance the development of new restaurants in Japan and to refinance certain notes payable. The line was scheduled to mature March 31, 2007 and permitted borrowing up to a maximum of $10,000,000 with interest of LIBOR divided by a percentage equal to 1.00 minus the Eurocurrency Reserve Percentage. As of December 31, 2006, Outback Japan had borrowed approximately $3,921,000 on the line of credit at an average interest rate of 1.17%. As of March 31, 2007, borrowings under this line of credit had been paid.

As of December 31, 2007 and 2006, we had approximately $10,700,000 and $7,993,000, respectively, of notes payable at interest rates ranging from 2.07% to 7.30% and from 2.07% to 7.75%, respectively. These notes have been primarily issued for buyouts of general manager interests in the cash flows of their restaurants and generally are payable over five years.

In connection with the Merger, we entered into the PRP Sale-Leaseback Transaction in which we caused our wholly-owned subsidiaries to sell substantially all of our domestic restaurant properties to PRP for approximately $987,700,000. We identified six restaurant properties included in the PRP Sale-Leaseback Transaction that failed to qualify for sale-leaseback accounting treatment in accordance with SFAS No. 98, as we have an obligation to repurchase such properties from PRP under certain circumstances. If within one year from the PRP Sale-Leaseback Transaction all title defects and construction work at such properties are not corrected, we must purchase such properties back from PRP on or before the expiration of the one-year period at the original purchase price. We have included approximately $17,825,000 for the fair value of these properties in the line items “Property, fixtures and equipment, net” and “Current portion of long-term debt” in our Consolidated Balance Sheet at December 31, 2007. The future lease payments made pursuant to the lease agreement will be treated as interest expense and principal payments until such time as the requirements for sale-leaseback treatment are achieved or we repurchase the properties.

We believe that cash flow from operations, planned borrowing capacity and restricted cash balances are adequate to fund debt service requirements, capital expenditures and working capital requirements for the foreseeable future. Our ability to continue to fund these items and continue to reduce debt may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Debt Guarantees

We are the guarantor of an uncollateralized line of credit that permits borrowing of up to $35,000,000 for a limited liability company, T-Bird Nevada, LLC (“T-Bird”), owned by a California franchisee. This line of credit bears interest at rates ranging from 50 to 90 basis points over LIBOR and matures in December 2008. We were required to consolidate T-Bird effective January 1, 2004 upon adoption of FIN 46R. The outstanding balance on the line of credit at December 31, 2007 and 2006 was approximately $32,583,000 and $32,083,000, respectively, and was included in our Consolidated Balance Sheets. T-Bird uses proceeds from the line of credit for the purchase of real estate and construction of buildings to be operated as Outback Steakhouse restaurants and leased to our franchisees. According to the terms of the line of credit, T-Bird may borrow, repay, re-borrow or prepay advances at any time before the termination date of the agreement.

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If a default under the line of credit were to occur requiring us to perform under the guarantee obligation, we have the right to call into default all of our franchise agreements in California and exercise any rights and remedies under those agreements as well as the right to recourse under loans T-Bird has made to individual corporations in California which own the land and/or building that is leased to those franchise locations. Events of default are defined in the line of credit agreement and include our covenant commitments under existing lines of credit. We are not the primary obligor on the line of credit and we are not aware of any non-compliance with the underlying terms of the line of credit agreement that would result in us having to perform in accordance with the terms of the guarantee.

The consolidated financial statements include the accounts and operations of our Roy’s consolidated venture in which we have a less than majority ownership. We consolidate this venture because we control the executive committee (which functions as a board of directors) through representation on the board by related parties, and we are able to direct or cause the direction of management and operations on a day-to-day basis. Additionally, the majority of capital contributions made by our partner in the Roy’s consolidated venture have been funded by loans to the partner from a third party where we are required to be a guarantor of the debt, which provides us control through our collateral interest in the joint venture partner’s membership interest. As a result of our controlling financial interest in this venture, it is included in our consolidated financial statements. The portion of income or loss attributable to the minority interests, not to exceed the minority interest’s equity in the subsidiary, is eliminated in the line item in our Consolidated Statements of Operations entitled “Minority interest in consolidated entities’ income.” All material intercompany balances and transactions have been eliminated.

We are the guarantor of an uncollateralized line of credit that permits borrowing of up to a maximum of $24,500,000 for our joint venture partner, RY-8, in the development of Roy’s restaurants. The line of credit originally expired in December 2004 and was renewed three times with a termination date in April 2009. According to the terms of the credit agreement, RY-8 may borrow, repay, re-borrow or prepay advances at any time before the termination date of the agreement. On the termination date of the agreement, the entire outstanding principal amount of the loan then outstanding and any accrued interest is due. At December 31, 2007 and 2006, the outstanding balance on the line of credit was approximately $24,500,000 and $24,349,000, respectively.

RY-8’s obligations under the line of credit are unconditionally guaranteed by us and Roy’s Holdings, Inc. (“RHI”). If an event of default occurs, as defined in the agreement, then the total outstanding balance, including any accrued interest, is immediately due from the guarantors. At December 31, 2007, $24,500,000 of our $150,000,000 working capital revolving credit facility was committed for the issuance of a letter of credit for this guarantee.

If an event of default occurs and RY-8 is unable to pay the outstanding balance owed, we would, as guarantor, be liable for this balance. However, in conjunction with the credit agreement, RY-8 and RHI have entered into an Indemnity Agreement and a Pledge of Interest and Security Agreement in our favor. These agreements provide that if we are required to perform our obligation as guarantor pursuant to the credit agreement, then RY-8 and RHI will indemnify us against all losses, claims, damages or liabilities which arise out of or are based upon our guarantee of the credit agreement. RY-8’s and RHI’s obligations under these agreements are collateralized by a first priority lien upon and a continuing security interest in any and all of RY-8’s interests in the joint venture.

We are a partial guarantor of $68,000,000 in bonds issued by Kentucky Speedway, LLC (“Speedway”). Speedway is an unconsolidated affiliate in which we have a 22.5% equity interest and for which we operate catering and concession facilities. Payments on the bonds began in December 2003 and will continue according to a redemption schedule with final maturity in December 2022. The bonds have a put feature that allows the lenders to require full payment of the debt on or after June 2011. At December 31, 2007 and 2006, the outstanding balance on the bonds was approximately $63,300,000, and our guarantee was $17,585,000. Our guarantee will proportionally decrease as payments are made on the bonds.

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As part of the guarantee, we and other Speedway equity owners are obligated to contribute, either as equity or subordinated debt, any amounts necessary to maintain Speedway’s defined fixed charge coverage ratio. We are obligated to contribute 27.78% of such amounts. Speedway has not yet reached its operating break-even point. Since the initial investment, we have increased our investment by making additional working capital contributions and subordinated loans to this affiliate in payments totaling $7,636,000. Of this amount, we made subordinated loans of $2,133,000 during 2007 and $1,867,000 during 2006. However, we anticipate making additional contributions in 2008 of approximately $2,000,000 to $3,000,000. This affiliate is expected to incur further operating losses at least through 2008.

Each guarantor has unconditionally guaranteed Speedway’s obligations under the bonds not to exceed its maximum guaranteed amount. Our maximum guaranteed amount is $17,585,000. If an event of default occurs as defined by the amended guarantee, or if the lenders exercise the put feature, the total outstanding amount on the bonds, plus any accrued interest, is immediately due from Speedway and each guarantor would be obligated to make payment under its guaranty up to its maximum guaranteed amount.

In June 2006, in accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), we recognized a liability of $2,495,000, representing the estimated fair value of the guarantee and a corresponding increase to the investment in Speedway, which is included in the line item entitled “Investments in and advances to unconsolidated affiliates, net” in our Consolidated Balance Sheets. Prior to the modifications of our guarantee in June 2006, the guarantee was not subject to the recognition or measurement requirements of FIN 45 and no liability related to the guarantee was recorded at December 31, 2005 or any prior period.

During the fourth quarter of 2007, we assessed our investment in Speedway for impairment using a discounted weighted average potential outcome probability analysis and recorded an impairment charge of $3,145,000 in the line item “Provision for impaired assets and restaurant closings” in our Consolidated Statement of Operations for the period from June 15 to December 31, 2007. We recognized a corresponding decrease to our investment in Speedway in the line item “Investments in and advances to unconsolidated affiliates, net” in our Consolidated Balance Sheet at December 31, 2007.

Our Korean subsidiary is the guarantor of debt owed by landlords of two of our Outback Steakhouse restaurants in Korea. We are obligated to purchase the building units occupied by our two restaurants in the event of default by the landlords on their debt obligations, which were approximately $1,400,000 and $1,500,000 as of December 31, 2007 and 2006. Under the terms of the guarantees, our monthly rent payments are deposited with the lender to pay the landlords’ interest payments on the outstanding balances. The guarantees are in effect until the earlier of the date the principal is repaid or the entire lease term of ten years for both restaurants, which expire in 2014 and 2016. The guarantees specify that upon default the purchase price would be a maximum of 130% of the landlord’s outstanding debt for one restaurant and the estimated legal auction price for the other restaurant, approximately $1,900,000 and $2,300,000, respectively, as of December 31, 2007 and 2006. If we were required to perform under either guarantee, we would obtain full title to the corresponding building unit and could liquidate the property, each having an estimated fair value of approximately $3,000,000 and $2,800,000, respectively. We have considered these guarantees and accounted for them in accordance with FIN 45. We have various depository and banking relationships with the lender.

We are not aware of any non-compliance with the underlying terms of the borrowing agreements for which we provide a guarantee that would result in us having to perform in accordance with the terms of the guarantee.

Dividends

Payment of dividends is prohibited under our credit agreements, except for certain limited circumstances.

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Other Material Commitments

Our contractual obligations, debt obligations, commitments and debt guarantees as of December 31, 2007 are summarized in the table below (in thousands):

Contractual Obligations	Payments Due By Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Long-term debt (including current portion) (1)	$	1,843,450	$	34,975	$	155,289	$	151,361	$	1,501,825
Interest (2)		938,761		131,852		279,464		266,729		260,716
Operating leases		1,791,973		176,113		337,672		301,118		977,070
Unconditional purchase obligations (3)		836,767		673,769		74,737		73,180		15,081
Partner deposit and accrued buyout liability (4)		134,531		11,793		30,176		89,428		3,134
Other long-term liabilities (5)		128,024		—		47,544		28,502		51,978
Other current liabilities (6)		12,046		12,046		—		—		—
Total contractual obligations	$	5,685,552	$	1,040,548	$	924,882	$	910,318	$	2,809,804
Debt Guarantees
Maximum availability of debt guarantees	$	81,285	$	35,000	$	24,500	$	17,585	$	4,200
Amount outstanding under debt guarantees		78,868		32,583		24,500		17,585		4,200
Carrying amount of liabilities		35,078		32,583		—		2,495		—

(1) Payments due by period assume that our rent-adjusted leverage ratio is greater than or equal to 5.25 to 1.00.

(2) Includes interest on our $550,000,000 senior notes and interest estimated on our senior secured term loan facility with an outstanding balance of $1,260,000,000 at December 31, 2007. A projected future interest rate that is based on the interest rate in effect at December 31, 2007 was used to estimate interest for the variable-rate term loan facility. This also includes letter of credit fees and commitment fees for the unused working capital revolving credit facility and commitment fees for the unused pre-funded revolving credit facility. Our notes payable of $10,700,000 at December 31, 2007 issued for buyouts of general manager interests in the cash flows of their restaurants have been excluded from the table. In September 2007, we entered into an interest rate collar with a notional amount of $1,000,000,000 as a method to limit the variability of our term loan. The collar consists of a LIBOR cap of 5.75% and a LIBOR floor of 2.99%. The interest rate collar has been excluded from the table.

(3) We have minimum purchase commitments with various vendors through June 2013. Outstanding commitments consist primarily of minimum purchase levels of beef, butter, cheese and other food and beverage products related to normal business operations as well as contracts for advertising, marketing, sports sponsorships, printing and technology.

(4) Partner deposit and accrued buyout liability payments by period are estimates only and may vary significantly in amounts and timing of settlement based on employee turnover, return of deposits to us in accordance with employee agreements and change in buyout values of our employee partners.

(5) Other long-term liabilities include long-term insurance estimates, long-term incentive plan compensation for certain of our officers and the long-term portion of amounts owed to managing partners, chef partners and certain members of management for various compensation programs. The long-term portion of our liability for unrecognized tax benefits and the related accrued interest and penalties were $13,202,000 and $2,762,000, respectively, at December 31, 2007. These amounts were excluded from the table since it is not possible to estimate when these future payments will occur. As of December 31, 2007, we had $18,463,000 of total unrecognized tax benefits. Of this amount, $14,813,000, if recognized, would impact our effective tax rate. In addition, net unfavorable leases of $89,043,000 at December 31, 2007 were excluded from the table as payments are not associated with this liability.

(6) Other current liabilities include the current portion of our liability for unrecognized tax benefits and the accrued interest and penalties related to uncertain tax positions and the current portion of amounts owed to managing partners, chef partners and certain members of management for various compensation programs.

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We expect that our working capital and capital expenditure requirements through the next 12 months will be met by cash flow from operations and, to the extent needed, advances on our line of credit.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Principles of Consolidation. Our consolidated financial statements include the accounts and operations of OSI Restaurant Partners, LLC, OSI Co-Issuer, Inc. and our affiliated partnerships and limited liability corporations in which we are a general partner or managing member and own a controlling financial interest. OSI Co-Issuer, Inc., a wholly-owned subsidiary of OSI Restaurant Partners, LLC, was formed to facilitate the Merger and does not conduct ongoing business operations. Our consolidated financial statements also include the accounts and operations of our Roy’s consolidated joint venture in which we have a less than majority ownership. We consolidate this venture because we control the executive committee (which functions as a board of directors) through representation on the board by related parties, and we are able to direct or cause the direction of management and operations on a day-to-day basis. Additionally, the majority of capital contributions made by our partner in the Roy’s consolidated joint venture have been funded by loans to the partner from a third party where we are required to be a guarantor of the debt, which provides us control through our collateral interest in the joint venture partner’s membership interest. As a result of our controlling financial interest in this venture, it is included in our consolidated financial statements. The portion of income or loss attributable to the minority interests, not to exceed the minority interest’s equity in the subsidiary, is eliminated in the line item in the Consolidated Statements of Operations entitled “Minority interest in consolidated entities’ income.” All material intercompany balances and transactions have been eliminated.

The unconsolidated affiliates are accounted for using the equity method.

We consolidate variable interest entities in which we absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Therefore, if we have a controlling financial interest in a variable interest entity, the assets, liabilities, and results of the activities of the variable interest entity are included in the consolidated financial statements.

We have a minority investment in an unconsolidated affiliate in which we have a 22.5% equity interest and for which we operate catering and concession facilities. Additionally, we guarantee a portion of the affiliate’s debt. Although we hold an interest in this variable interest entity, we are not the primary beneficiary of this entity and therefore it is not consolidated.

We are a franchisor of 144 restaurants as of December 31, 2007, but do not possess any ownership interests in our franchisees and generally do not provide financial support to franchisees in our typical franchise relationship. These franchise relationships are not deemed variable interest entities and are not consolidated. However, we guarantee an uncollateralized line of credit that permits borrowing of up to $35,000,000, maturing in December 2008, for an entity affiliated with our California franchisees. The limited liability company that holds this line of credit is a variable interest entity and is consolidated by us. This entity draws on its line of credit to loan funds to entities in California to purchase and/or build land and buildings for lease to individual

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Outback Steakhouse franchisees. Therefore, it holds as collateral the notes receivable and underlying assets from these corporations in offsetting amounts to the debt owed to the bank, which are both included in our Consolidated Balance Sheets.

Financial Instruments. SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” (“SFAS No. 107”) requires disclosure of fair value information about financial instruments, whether or not recognized in the Consolidated Balance Sheet, for which it is practical to estimate that value.

Our financial instruments at December 31, 2007 and 2006 consist of cash equivalents, short-term investments, accounts receivable, accounts payable and current and long-term debt. The fair values of cash equivalents, short-term investments, accounts receivable, accounts payable and current debt approximates their carrying amounts reported in the Consolidated Balance Sheets due to their short duration. The carrying value and fair value of the senior secured term loan facility at December 31, 2007 was $1,260,000,000 and $1,159,200,000, respectively. The carrying value and fair value of the senior notes at December 31, 2007 was $550,000,000 and $401,500,000, respectively. At December 31, 2006, the carrying amount of long-term debt approximated fair value. The fair value of long-term debt is determined based on quoted market prices or, if market prices are not available, the present value of the underlying cash flows discounted at our incremental borrowing rates.

Derivatives. We are highly leveraged and exposed to interest rate risk to the extent of our variable-rate debt. In September 2007, we entered into an interest rate collar with a notional amount of $1,000,000,000 as a method to limit the variability of our variable-rate debt. Additionally, our restaurants are dependent upon energy to operate and are impacted by changes in energy prices, including natural gas. We use derivative instruments to mitigate our exposure to material increases in natural gas prices.

We record marked-to-market changes in the fair value of the derivative instrument in earnings in the period of change in accordance with SFAS No. 133. We included approximately $5,357,000 in the line item “Accrued expenses” in our Consolidated Balance Sheet as of December 31, 2007 and in the line item “Interest expense” in our Consolidated Statement of Operations for the period from June 15 to December 31, 2007 for the effects of our interest rate collar. The effects of the natural gas hedges were immaterial to our financial statements for all periods presented.

Restricted Cash. As a result of the Merger, at December 31, 2007, the current portion of restricted cash consisted of $4,006,000 restricted for the payment of property taxes, and restricted cash consisted of $29,002,000 restricted for capital expenditures and $3,235,000 restricted for settlement of obligations in a rabbi trust for the Partner Equity Plan (the “PEP”) and other deferred compensation. At December 31, 2006, we did not have any restricted cash.

Property, Fixtures and Equipment. Property, fixtures and equipment are stated at cost, net of accumulated depreciation. At the time property, fixtures and equipment are retired, or otherwise disposed of, the asset and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in earnings. We expense repair and maintenance costs incurred to maintain the appearance and functionality of the restaurant that do not extend the useful life of any restaurant asset or are less than $1,000. Improvements to leased properties are depreciated over the shorter of their useful life or the lease term, which includes cancelable renewal periods where failure to exercise such options would result in an economic penalty. Depreciation is computed on the straight-line method over the following estimated useful lives:

Buildings and building improvements	20 to 30 years
Furniture and fixtures	5 to 7 years
Equipment	2 to 7 years
Leasehold improvements	5 to 20 years

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Our accounting policies regarding property, fixtures and equipment include certain management judgments and projections regarding the estimated useful lives of these assets and what constitutes increasing the value and useful life of existing assets. These estimates, judgments and projections may produce materially different amounts of depreciation expense than would be reported if different assumptions were used.

Operating Leases. Rent expense for our operating leases, which generally have escalating rentals over the term of the lease and may include potential rent holidays, is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably assured. The initial lease term includes the “build-out” period of our leases, which is typically before rent payments are due under the terms of the lease. The difference between rent expense and rent paid is recorded as deferred rent and is included in our Consolidated Balance Sheets. Payments received from landlords as incentives for leasehold improvements are recorded as deferred rent and are amortized on a straight-line basis over the term of the lease as a reduction of rent expense. Lease termination fees are undiscounted and recorded in the period that they are incurred. Assets and liabilities resulting from the Merger relating to favorable and unfavorable lease amounts are amortized on a straight-line basis to expense over the remaining lease term.

Impairment of Long-Lived Assets. We assess the potential impairment of identifiable intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability of assets is measured by comparing the carrying value of the asset to the future cash flows expected to be generated by the asset. In evaluating long-lived restaurant assets for impairment, we consider a number of factors such as:

a) Restaurant sales and cash flow trends;

b) Local competition;

c) Changing demographic profiles;

d) Local economic conditions;

e) New laws and government regulations that adversely affect sales and profits; and

f) The ability to recruit and train skilled restaurant employees.

If the aforementioned factors indicate that we should review the carrying value of the restaurant’s long-lived assets, we perform an impairment analysis. Identifiable cash flows that are largely independent of other assets and liabilities typically exist for land and buildings and for combined fixtures, equipment and improvements for each restaurant. If the total future undiscounted cash flows are less than the carrying amount of the asset, the carrying amount is written down to the estimated fair value, and a loss resulting from value impairment is recognized by a charge to earnings.

Judgments and estimates made by us related to the expected useful lives of long-lived assets are affected by factors such as changes in economic conditions and changes in operating performance. As we assess the ongoing expected cash flows and carrying amounts of our long-lived assets, these factors could cause us to realize a material impairment charge.

Restaurant sites and certain other assets to be sold are included in assets held for sale when certain criteria defined in SFAS No. 144 are met, including the requirement that the likelihood of selling the assets within one year is probable. For assets that meet the held for sale criteria, we separately evaluate whether the assets also meet the requirements to be reported as discontinued operations. Primarily, if we no longer have any significant continuing involvement with respect to the operations of the assets and cash flows are discontinued, we classify the assets and related results of operations as discontinued. If we dispose of enough assets where classification between continuing operations and discontinued operations would be material to our consolidated financial statements, we utilize the reporting provisions for discontinued operations. Assets whose sale is not probable within one year remain in property, fixtures and equipment until their sale is probable within one year.

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Goodwill. Goodwill represents the residual after allocation of the purchase price to the individual fair values and carryover basis of assets acquired. On an annual basis, we review the recoverability of goodwill based primarily upon an analysis of discounted cash flows of the related reporting unit as compared to the carrying value or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If the carrying amount of the reporting unit’s goodwill exceeds its estimated fair value, the amount of impairment loss is recognized in an amount equal to that excess. Generally, we perform our annual assessment for impairment during the second quarter of the fiscal year, unless facts and circumstances require differently.

Insurance Reserves. We self-insure a significant portion of expected losses under our workers’ compensation, general liability, health and property insurance programs. We purchase insurance for individual claims that exceed the amounts listed in the following table:

	2007		2008
Workers’ Compensation	$	1,500,000	$	1,500,000
General Liability (1)		1,500,000		1,500,000
Health (2)		300,000		300,000
Property Coverage (3)		5,000,000 /500,000		2,500,000 /500,000

(1) For claims arising from liquor liability, there is an additional $1,000,000 deductible until a $2,000,000 aggregate has been met. At that time, any claims arising from liquor liability revert to the general liability deductible.

(2) We are self-insured for all aggregate health benefits claims, limited to $300,000 per covered individual per year. In 2007, we retained the first $100,000 of payable losses under the plan as an additional deductible, and in 2008, we will retain the first $115,000 of payable losses under the plan as an additional deductible. The insurer’s liability is limited to $2,000,000 per individual per year.

(3) From January 1, 2007 until May 9, 2007, we had a 25% quota share participation of any loss excess of $5,000,000 up to $20,000,000 each occurrence and a 50% quota share participation of any loss excess of $20,000,000 up to $50,000,000 each occurrence. As a result of the PRP Sale-Leaseback Transaction, the property program changed. From May 9 to December 31, 2007, we had a $5,000,000 deductible per occurrence for all locations other than those included in the PRP Sale-Leaseback Transaction. Effective January 1, 2008, we have a $2,500,000 deductible per occurrence for all locations other than those included in the PRP Sale-Leaseback Transaction. In accordance with the terms of the market rate master lease agreement, we are responsible for paying PRP’s $500,000 deductible for those properties included in the PRP Sale-Leaseback Transaction. Property limits are $60,000,000 each occurrence, and there is no quota share of any loss above either deductible level.

We record a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost to us based on estimates provided by a third party administrator and insurance company. Our accounting policies regarding insurance reserves include certain actuarial assumptions and management judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Unanticipated changes in these factors or future adjustments to these estimates may produce materially different amounts of expense that would be reported under these programs.

In January 2008, we entered into a premium financing agreement for our 2008 general liability and property insurance. The agreement’s total premium balance is $3,729,000, payable in eleven monthly installments of $319,000 and one down payment of $319,000. The agreement includes interest at the rate of 5.75% per year.

Intangible Assets. Identifiable intangible assets include our trade names, trademarks, franchise agreements and net favorable leases. The fair values and useful lives of identified intangible assets are based on many factors, including estimates and assumptions of future operating performance, estimates of cost avoidance, the specific characteristics of the identified intangible assets and historical experience. We use the straight-line method to amortize definite-lived intangible assets.

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Deferred Financing Fees. We capitalized $19,884,000, $36,581,000 and $6,848,000 in deferred financing fees related to the issuance of the senior notes, the senior secured term loans and the working capital and pre-funded revolving credit facilities, respectively. For the period from June 15 to December 31, 2007, we amortized $5,879,000 of these costs to interest expense over the terms of the respective financing arrangements using the effective interest method. At December 31, 2007, approximately $18,091,000, $33,113,000 and $6,230,000 of the deferred costs related to the senior notes, the senior secured term loans and the working capital and pre-funded revolving credit facilities, respectively, remain to be amortized. There was no amortization of these costs in the Predecessor periods, as we did not have any deferred financing fees prior to the Merger.

Liquor Licenses. The costs of obtaining non-transferable liquor licenses directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in “Other assets.” Annual liquor license renewal fees are expensed over the renewal term.

Unearned Revenue. Unearned revenue represents our liability for gift cards and certificates that have been sold but not yet redeemed and are recorded at the redemption value. We recognize restaurant sales and reduce the related deferred liability when gift cards and certificates are redeemed or the likelihood of the gift card or certificate being redeemed by the customer is remote (gift card breakage). We recognize breakage income as a component of “Restaurant sales” in the Consolidated Statements of Operations.

Revenue Recognition. We record revenues for normal recurring sales upon the performance of services. Revenues from the sales of franchises are recognized as income when we have substantially performed all of our material obligations under the franchise agreement. Ongoing royalties, which are a percentage of net sales of franchised restaurants, are accrued as income when earned. These revenues are included in the line “Other revenues” in our Consolidated Statements of Operations.

We collect and remit sales, food and beverage, alcoholic beverage and hospitality taxes on transactions with customers and report such amounts under the net method in our Consolidated Statements of Operations. Accordingly, these taxes are not included in gross revenue.

Distribution Expense to Employee Partners. The general manager and area operating partner of each Company-owned domestic restaurant is currently required, as a condition of employment, to sign a five-year employment agreement and to purchase a non-transferable ownership interest in a Management Partnership that provides management and supervisory services to the restaurant he or she is employed to manage. Payments made to managing partners pursuant to these programs are included in the line item “Labor and other related” expenses, and payments made to area operating partners pursuant to these programs are included in the line item “General and administrative” expenses in the Consolidated Statements of Operations.

Employee Partner Buyout Expense. Area operating partners historically have been required, as a condition of employment, to purchase a 4% to 9% interest in the restaurants they develop for an initial investment of $50,000. This interest gives the area operating partner the right to receive a percentage of his or her restaurants’ annual cash flows for the duration of the agreement. Pursuant to these partners’ employment agreements, we have the option to purchase the partners’ interests after a five-year period on the terms specified in the agreements.

We have continued the area operating partner program subsequent to the Merger. However, in connection with the Merger, each area operating partner sold his or her interest in the restaurants and became a partner in a new Management Partnership that provides services to the restaurants. The restaurants pay a management fee to the Management Partnerships based on a percentage of the cash flow of the restaurants. The area operating partner receives distributions from the Management Partnership based on a percentage of the restaurant’s annual cash flows for the duration of the agreement. We retained the option to purchase the partners’ interests in the

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Management Partnerships after the restaurant has been open for a five-year period on the terms specified in the agreements. For restaurants opened on or after January 1, 2007, the area operating partner’s percentage of cash distributions and percentage for buyout will be adjusted based on the associated restaurant’s return on investment compared to our targeted return on investment. The area operating partner percentage may range from 3.0% to 12.0%. This adjustment to the area operating partner’s percentage will be made beginning after the first five full calendar quarters from the date of the associated restaurant’s opening and will be made each quarter thereafter based on a trailing 12-month restaurant return on investment. The percentage for buy-out will be the distribution percentage for the 24 months preceding the buy-out. Area operating partner distributions will continue to be paid monthly and buyouts will be paid in cash over a two-year period.

We estimate future purchases of area operating partners’ interests using current information on restaurant performance to calculate and record an accrued buyout liability in the line item “Partner deposit and accrued buyout liability” in our Consolidated Balance Sheets. Expenses associated with recording the buyout liability are included in the line “General and administrative” expenses in our Consolidated Statements of Operations. In the period we complete the buyout, an adjustment is recorded to recognize any remaining expense associated with the purchase and reduce the related accrued buyout liability.

Effective January 1, 2007, area operating partners who provide supervisory services for a restaurant in which they do not have an associated ownership interest in a Management Partnership have the opportunity to earn a bonus payment. This payment is based on growth in the associated restaurant cash flows according to terms specified in the program and will be paid in a lump sum within 90 days of the end of the five-year period provided for in the program.

Stock-Based Compensation. We account for our stock-based employee compensation using the fair value based method of accounting as required by SFAS No. 123R, “Share-Based Payment,” (“SFAS No. 123R”) a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”). SFAS No. 123R requires all stock-based payments to employees to be measured at fair value and expensed in the statement of operations over the service period, generally the vesting period, of the grant. SFAS No. 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as previously required. We adopted SFAS No. 123R using the modified prospective method. Accordingly, we have expensed all unvested and newly granted stock-based employee compensation beginning January 1, 2006, but prior period amounts have not been retrospectively adjusted. The incremental pre-tax stock-based compensation expense recognized for stock options due to the adoption of SFAS No. 123R for the period from January 1 to June 14, 2007 and the year ended December 31, 2006 was approximately $12,049,000 and $10,245,000, respectively. We did not recognize any stock-based compensation expense for stock options for the period from June 15 to December 31, 2007.

In connection with the Merger, our Parent adopted the Kangaroo Holdings, Inc. 2007 Equity Incentive Plan (the “Equity Plan”). This plan permits the grant of stock options and restricted stock of our Parent to our management and other key employees. The Equity Plan contains a call provision that allows our Parent to repurchase all shares purchased through exercise of stock options upon termination of employment at the lower of exercise cost or fair market value, depending on the circumstance, at any time prior to the earlier of an initial public offering or a change of control. If an employee’s termination of employment is a result of death or disability, by us other than for cause or by the employee for good reason then, under this call provision, our Parent may repurchase the stock for fair market value. If an employee’s termination of employment is by us for cause or by the employee then, under this call provision, our Parent may repurchase the stock for the lesser of cost or fair market value. As a result of this call provision, we have not recorded any stock option expense for options granted under the Equity Plan.

Prior to January 1, 2006, we accounted for our stock-based employee compensation under the intrinsic value method. No stock-based employee compensation cost was reflected in net income to the extent options granted had an exercise price equal to or exceeding the fair market value of the underlying common stock on the date of grant.

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Income Taxes. We use the asset and liability method which recognizes the amount of current and deferred taxes payable or refundable at the date of the financial statements as a result of all events that have been recognized in the consolidated financial statements as measured by the provisions of enacted tax laws.

The minority interest in affiliated entities includes no provision or liability for income taxes, as any tax liability related thereto is the responsibility of the minority owner.

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for and disclosure of uncertainty in tax positions. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition associated with tax positions. Effective January 1, 2007, we adopted the provisions of FIN 48 resulting in a $1,612,000 increase in our liability for unrecognized tax benefits, which was accounted for as a reduction to the January 1, 2007 balance of retained earnings.

Recently Issued Financial Accounting Standards

In September 2006, the EITF reached a consensus on EITF Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life Insurance Arrangements” (“EITF No. 06-4”), which requires the application of the provisions of SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” to endorsement split dollar life insurance arrangements. EITF No. 06-4 requires recognition of a liability for the discounted future benefit obligation owed to an insured employee by the insurance carrier. EITF No. 06-4 is effective for fiscal years beginning after December 15, 2007 and will be adopted January 1, 2008. In the period of adoption, we anticipate a cumulative adjustment of approximately $9,550,000 to retained earnings.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007 for financial assets and liabilities or for nonfinancial assets and liabilities that are re-measured at least annually. In February 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 157-2, “Effective Date of FASB Statement No. 157” to defer the effective date for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis until fiscal years beginning after November 15, 2008. In February 2008, the FASB also issued FSP SFAS No. 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements that Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” which excludes SFAS No. 13, “Accounting for Leases” (“SFAS No. 13”), as well as other accounting pronouncements that address fair value measurements on lease classification or measurement under SFAS No. 13, from SFAS No. 157’s scope. We do not expect the adoption of SFAS No. 157 to have a material effect on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We do not expect the adoption of SFAS No. 159 to have a material effect on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations” (“SFAS No. 141R”), a revision of SFAS No. 141. SFAS No. 141R retains the fundamental requirements of SFAS No. 141 but revises certain elements including: the recognition and fair value measurement as of the acquisition date of assets acquired and liabilities assumed, the accounting for goodwill and financial statement disclosures.

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SFAS No. 141R is effective for fiscal years beginning on or after December 15, 2008 and is applicable to business combinations with an acquisition date on or after this date. We are currently evaluating the impact that SFAS No. 141R will have on our financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—Including an Amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 modifies the presentation of noncontrolling interests in the consolidated balance sheet and the consolidated statement of operations. It requires noncontrolling interests to be clearly identified, labeled and included separately from the parent’s equity and consolidated net (loss) income. The provisions of SFAS No. 160 are effective for fiscal years beginning after December 15, 2008. We are currently evaluating the impact that SFAS No. 160 will have on our financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”), an amendment of SFAS No. 133. SFAS No. 161 is intended to enable investors to better understand how derivative instruments and hedging activities affect the entity’s financial position, financial performance and cash flows by enhancing disclosures. SFAS No. 161 requires disclosure of fair values of derivative instruments and their gains and losses in a tabular format, disclosure of derivative features that are credit-risk-related to provide information about the entity’s liquidity and cross-referencing within the footnotes to help financial statement users locate important information about derivative instruments. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the impact that SFAS No. 161 will have on our financial statements.

Impact of Inflation

In the last three years, we have not operated in a period of high general inflation; however, we have experienced material increases in specific commodity costs and utilities. Our restaurant operations are subject to federal and state minimum wage laws governing such matters as working conditions, overtime and tip credits. Significant numbers of our food service and preparation personnel are paid at rates related to the federal and/or state minimum wage and, accordingly, increases in the minimum wage have increased our labor costs in the last three years. To the extent permitted by competition, we have mitigated increased costs by increasing menu prices and may continue to do so if deemed necessary in future years.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk from changes in interest rates on debt, changes in foreign currency exchange rates and changes in commodity prices.

Interest Rate Risk

Our exposure to interest rate fluctuations includes our borrowings under our senior secured credit facilities that bear interest at floating rates based on the Eurocurrency Rate or the Base Rate, in each case plus an applicable borrowing margin. We manage our interest rate risk by offsetting some of our variable-rate debt with fixed-rate debt, through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into financial instruments for trading or speculative purposes.

For fixed-rate debt, interest rate changes do not affect our earnings or cash flows. However, for variable-rate debt, interest rate changes generally impact our earnings and cash flows, assuming other factors are held constant. In September 2007, we entered into an interest rate collar with a notional amount of $1,000,000,000 as a method to limit the variability of our $1,310,000,000 variable-rate term loan. The collar consists of a LIBOR cap of 5.75% and a LIBOR floor of 2.99%. The collar’s first variable-rate set date was December 31, 2007, and the option pairs expire at the end of each calendar quarter beginning March 2008 and ending September 30, 2010. The quarterly expiration dates correspond to the scheduled amortization payments of our term loan. We

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record marked-to-market changes in the fair value of the derivative instrument in earnings in the period of change in accordance with SFAS No. 133. We included approximately $5,357,000 in the line item “Accrued expenses” in our Consolidated Balance Sheet as of December 31, 2007 and in the line item “Interest expense” in our Consolidated Statement of Operations for the period from June 15 to December 31, 2007 for the effects of this derivative instrument.

At December 31, 2007, we had $550,000,000 of fixed-rate debt outstanding through our senior notes and $1,260,000,000 of variable-rate debt outstanding on our senior secured credit facilities. We also had $100,460,000 in available unused borrowing capacity under our working capital revolving credit facility (after giving effect to undrawn letters of credit of approximately $49,540,000) and $100,000,000 in available unused borrowing capacity under our pre-funded revolving credit facility that provides financing for capital expenditures only. Based on $1,260,000,000 of outstanding variable-rate debt, an immediate increase of one percentage point would cause an increase to cash interest expense of approximately $12,600,000 per year.

If a one percentage point increase in interest rates were to occur over the next four quarters, such an increase would result in the following additional interest expense, assuming the current borrowing level remains constant:

	Principal Outstanding at December 31,		Additional Interest Expense
			Q1		Q2		Q3		Q4
Variable-Rate Debt	2007		2008		2008		2008		2008
Senior secured term loan facility	$	1,260,000,000	$	3,150,000	$	3,150,000	$	3,150,000	$	3,150,000

At December 31, 2007, our interest rate on our term loan facility was 7.13%.

In June 2007, we established a one-year line of credit with a maximum borrowing amount of 12,000,000,000 Korean won ($12,790,000 at December 31, 2007) and a one-year overdraft line of credit with a maximum borrowing amount of 5,000,000,000 Korean won ($5,329,000 at December 31, 2007) to finance development of our restaurants in South Korea. These lines bear interest at 0.80% to 1.15% over the Korean Stock Exchange three-month certificate of deposit rate. There were no draws outstanding on these lines of credit as of December 31, 2007.

In connection with the Merger, we entered into the PRP Sale-Leaseback Transaction in which we caused our wholly-owned subsidiaries to sell substantially all of our domestic restaurant properties to PRP for approximately $987,700,000. We identified six restaurant properties included in the PRP Sale-Leaseback Transaction that failed to qualify for sale-leaseback accounting treatment in accordance with SFAS No. 98, as we have an obligation to repurchase such properties from PRP under certain circumstances. If within one year from the PRP Sale-Leaseback Transaction all title defects and construction work at such properties are not corrected, we must purchase such properties back from PRP on or before the expiration of the one-year period at the original purchase price. We have included approximately $17,825,000 for the fair value of these properties in the line items “Property, fixtures and equipment, net” and “Current portion of long-term debt” in our Consolidated Balance Sheet at December 31, 2007. The future lease payments made pursuant to the lease agreement will be treated as interest expense and principal payments until such time as the requirements for sale-leaseback treatment are achieved or we repurchase the properties.

On June 14, 2007, our uncollateralized $225,000,000 revolving credit facility, our $40,000,000 line of credit and our $50,000,000 short-term uncollateralized line of credit were paid off with proceeds from the Merger and terminated. On May 2, 2007, our notes payable used to finance development of our restaurants in South Korea were paid off. Our Japanese lines of credit and notes payable had been paid as of March 31, 2007. At December 31, 2007 and 2006, our total debt, excluding consolidated guaranteed debt, was approximately $1,843,450,000 and $235,378,000, respectively.

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Our ability to make scheduled payments on or to refinance our debt obligations and to satisfy our operating lease obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot be certain that we will maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the senior notes, or to pay our operating lease obligations. If our cash flow and capital resources are insufficient to fund our debt service obligations and operating lease obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the senior notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit facilities and the indenture governing the notes restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could otherwise realize from such dispositions and any such proceeds that are realized may not be adequate to meet any debt service obligations then due.

A change in interest rates generally does not have an impact upon our future earnings and cash flow for fixed-rate debt instruments. As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures.

Foreign Currency Exchange Rate Risk

Our exposure to foreign currency exchange fluctuations relates primarily to our direct investment in restaurants in South Korea, Hong Kong, Japan, the Philippines and Brazil, to any outstanding debt to South Korean banks and to our royalties from international franchisees. We do not use financial instruments to hedge foreign currency exchange rate changes.

Many of the ingredients used in the products sold in our restaurants are commodities that are subject to unpredictable price volatility. Although we attempt to minimize the effect of price volatility by negotiating fixed price contracts for the supply of key ingredients, there are no established fixed price markets for certain commodities such as produce and wild fish, and we are subject to prevailing market conditions when purchasing those types of commodities. Other commodities are purchased based upon negotiated price ranges established with vendors with reference to the fluctuating market prices. The related agreements may contain contractual features that limit the price paid by establishing certain price floors and caps. Extreme changes in commodity prices and/or long-term changes could affect our financial results adversely, although any changes in commodity prices would affect our competitors at about the same time as us. We expect that in most cases increased commodity prices could be passed through to our consumers via increases in menu prices. However, if there is a time lag between the increasing commodity prices and our ability to increase menu prices or, if we believe the commodity price increase to be short in duration and we choose not to pass on the cost increases, our short-term financial results could be negatively affected. Additionally, from time to time, competitive circumstances could limit menu price flexibility, and in those cases margins would be negatively impacted by increased commodity prices.

Our restaurants are dependent upon energy to operate and are impacted by changes in energy prices, including natural gas. We utilize derivative instruments to mitigate our exposure to material increases in natural gas prices. We record marked-to-market changes in the fair value of the derivative instrument in earnings in the period of change in accordance with SFAS No. 133. The effects of these derivative instruments were immaterial to our financial statements for all periods presented.

In addition to the market risks identified above and to the risks discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we are subject to business risk as our beef supply is

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highly dependent upon a limited number of vendors. Domestically, we currently purchase 90% of our beef from four beef suppliers. These four beef suppliers represent 87% of the total beef marketplace in the United States. If these vendors were unable to fulfill their obligations under their contracts, we could encounter supply shortages and incur higher costs to secure adequate supplies.

This market risk discussion contains forward-looking statements. Actual results may differ materially from the discussion based upon general market conditions and changes in domestic and global financial markets.

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BUSINESS

Our Company

We are one of the largest casual dining restaurant companies in the United States, with a significant international presence. Through our restaurant concepts, each with a distinct theme, menu offering and price point, we serve a broad customer base and cater to multiple dining occasions. Our primary concepts include Outback, Carrabba’s, Bonefish and Fleming’s. Our other concepts include Roy’s, Cheeseburger in Paradise, Lee Roy Selmon’s and Blue Coral. We have entered into an agreement in principle to sell the majority of our interest in our Lee Roy Selmon’s concept to an investor group led by Lee Roy Selmon and Peter Barli, president of the concept. We are evaluating strategies for exiting our other, non-primary concepts. Outback, our largest restaurant concept, is the leading steakhouse chain in the United States with 2007 restaurant sales greater than the sales of its three closest steakhouse chain competitors combined, as reported by Technomic. We also hold leading positions in the Italian and seafood categories: Carrabba’s is the third largest full-service Italian chain in the United States and Bonefish is the second largest full-service seafood chain in the United States, in each case based on 2007 restaurant sales as reported by Technomic. We have 1,318 company-owned and 162 franchised and development joint venture restaurants located in all 50 states and in 20 countries internationally. For the year ended December 31, 2007, we generated total revenues of $4.1 billion.

(1) Includes restaurant sales from Roy’s, Cheeseburger in Paradise, Lee Roy Selmon’s and Blue Coral.

(2) Consists primarily of initial franchise fees and ongoing royalties from Outback and Bonefish franchised restaurants.

We believe we maintain our strong market position by serving high-quality food, providing attentive service and operating efficient restaurants. Each of our restaurant concepts offers a limited number of menu items to maximize the quality and consistency of each item we serve while offering sufficient breadth to appeal to a broad array of tastes. We believe our concepts, which range from casual to upscale casual dining atmospheres, attract a diverse customer mix. We believe our attentive service contributes to maintaining a loyal customer base. In addition, we believe we are able to align the incentives of our restaurant general managers with those of our Company and foster long-term employee commitment by providing them with the opportunity to share in the cash flows of the restaurants they manage. We believe this business model drives strong unit-level economics, which has enabled us to maintain a healthy restaurant base.

The following provides an overview of our restaurant concepts:

Outback. Outback, our steakhouse concept founded in 1988, features a casual dining atmosphere with décor suggestive of the Australian Outback. We own and franchise 795 Outback restaurants in the United States and 178 Outback restaurants in international locations. The restaurant décor includes blond woods, large booths and

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tables. A substantial majority of Outback restaurants currently serve dinner only. The Outback menu includes several cuts of freshly prepared, specially seasoned and seared steaks, plus prime rib, barbecued ribs, pork chops, chicken, seafood and pasta. The menu also includes several specialty appetizers, including the signature “Bloomin’ Onion,” and desserts, together with full bar service featuring Australian wines and beers. Alcoholic beverages accounted for approximately 12.2% of Outback’s 2007 domestic revenues. In the United States, the price range of appetizers is $2.99 to $9.99, the price range of entrees is $7.29 to $31.99.

Carrabba’s. Carrabba’s, our Italian concept, in which we initially purchased an interest in 1993, features a casual dining atmosphere with a traditional Italian exhibition kitchen where customers can watch their meals being prepared. We own 238 Carrabba’s restaurants in the United States. The décor of our Carrabba’s concept includes dark woods, large booths and tables as well as Italian memorabilia featuring Carrabba family photos, authentic Italian pottery and cooking utensils. Carrabba’s restaurants currently serve dinner only. The Carrabba’s menu includes several types of specially prepared Italian dishes, including pastas, chicken, seafood and wood-fired pizza. The menu also includes several specialty appetizers, desserts and coffees, together with full bar service featuring Italian wines and specialty drinks. Alcoholic beverages accounted for approximately 16.0% of Carrabba’s 2007 revenues. In 2007, the price range of appetizers was $6.99 to $11.00 and the price of entrees was $8.99 to $22.00, with nightly specials ranging from $10.99 to $26.00.

Bonefish. Bonefish, our seafood concept, in which we initially purchased an interest in 2001, features a casual dining experience in an upbeat, refined setting. We own and franchise 140 Bonefish restaurants in the United States. The décor of our Bonefish concept includes a warm, inviting dining room with hardwood floors, large booths and tables and distinctive artwork inspired by Florida’s natural coastal setting. Bonefish restaurants currently serve dinner only. The Bonefish menu offers fresh grilled fish and other seafood specially prepared with a variety of freshly prepared sauces. The menu also includes beef, pork and chicken entrées, several specialty appetizers and desserts. In addition to full bar service, Bonefish offers a specialty martini list. Alcoholic beverages accounted for approximately 26.0% of Bonefish’s 2007 revenues. In 2007, the price range of entrees was $12.90 to $26.00, with appetizers ranging from $5.90 to $14.90.

Fleming’s. Fleming’s, our premium steakhouse concept, in which we initially purchased an interest in 1999, features an upscale casual dining atmosphere in an upbeat, refined setting. We own 54 Fleming’s restaurants in the United States. The décor of our Fleming’s restaurants features an open dining room built around an exhibition kitchen and expansive bar. The refined and casually elegant setting features lighter woods and colors with rich cherry wood accents and high ceilings. Fleming’s restaurants serve dinner only. The Fleming’s menu features prime cuts of beef, fresh seafood, as well as pork, veal and chicken entrées. Accompanying the entrées is an extensive assortment of freshly prepared salads and side dishes available à la carte. The menu also includes several specialty appetizers and desserts. In addition to full bar service, Fleming’s offers a selection of over 100 quality wines available by the glass. Alcoholic beverages accounted for approximately 31.0% of Fleming’s 2007 revenues. The price range of entrées was $23.50 to $43.95.

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The following table summarizes the key attributes of our primary concepts:

	Outback (1)	Carrabba’s		Bonefish		Fleming’s
Category	Steak		Italian		Seafood		Premium Steak
Company-Owned Restaurants	688 domestic 129 international		238 domestic —		134 domestic —		54 domestic —
Franchised and Development Joint Venture Restaurants	107 domestic 49 international		—   —		6 domestic —		—   —
2007 Average Check	$18 to $21		$20 to $22		$25 to $27		$72 to $82
2007 annual average unit volume (AUV)	$3.3 million		$3.0 million		$3.0 million		$4.4 million
2007 Concept Restaurant Sales (2)	$2,284 million (domestic) $329 million (international)	$	705 million	$	373 million	$	221 million

(1) Average check and AUV includes domestic Outback restaurants only.

(2) Excludes other revenues consisting primarily of initial franchise fees and ongoing royalties from our franchised restaurants.

Other Concepts. Our other concepts include the following:

• Roy’s. With 23 locations, Roy’s offers “Hawaiian Fusion” cuisine and features an upscale casual dining experience. The majority of Roy’s restaurants serve dinner only.

• Cheeseburger in Paradise. With 44 locations, Cheeseburger in Paradise offers traditional American favorites, including a signature cheeseburger, and Caribbean and New Orleans style creations and features a casual dining experience in an island setting. A majority of Cheeseburger in Paradise restaurants serve both lunch and dinner.

• Lee Roy Selmon’s. With six locations, Lee Roy Selmon’s offers southern comfort cooking and features a dining room and sports bar, complemented by Lee Roy Selmon memorabilia. Lee Roy Selmon’s restaurants serve both lunch and dinner.

• Blue Coral. With two locations in Southern California, Blue Coral offers high-quality seafood and features a clean, contemporary ambiance. The seafood on the menu is sourced to highly customized and exacting standards. Our Blue Coral restaurants serve dinner only.

Industry Trends

The restaurant industry, comprised of both quick-service and full-service restaurants, is one of the largest industries in the United States. According to the National Restaurant Association, total U.S. restaurant industry sales were projected to be approximately $535 billion in 2007, an increase of 4.6% over 2006. The National Restaurant Association also reports that sales of the full-service category of the restaurant industry were projected to be approximately $180 billion in 2007, an increase of 4.1% over 2006. We believe this industry growth has been driven by the prevalence of households with two parents working, the aging of the baby boomer generation, and consumers’ generally increased desire for convenience.

With our portfolio of restaurant concepts, we compete in the casual and upscale casual dining segments of the full-service category of the restaurant industry. According to Technomic, the top 500 restaurant chains represented 38.6% of full-service restaurant sales in 2007. We believe that full-service restaurant chains have been increasing their market share and will continue to do so due to the benefits that chain restaurants realize from increased purchasing power, advertising efficiencies and enhanced access to capital.

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Our Competitive Strengths

Market Leader with Excellent Competitive Position. We are one of the largest casual dining restaurant companies in the United States and have a strong international presence with eight restaurant concepts and 1,480 system-wide restaurants. We operate in all 50 states and our Outback concept also operates in 20 countries internationally. With 2007 restaurant sales greater than the sales of its three closest steakhouse chain competitors combined, Outback is the largest steakhouse chain in the United States. Outback is also the fourth largest full-service casual dining chain in the United States in any food category, Carrabba’s is the third largest full-service Italian restaurant concept in the United States and Bonefish is the second largest full-service seafood restaurant concept in the United States, in each case based on 2007 restaurant sales. We benefit from significant operational efficiencies and economies of scale due to our large number of restaurants and centralized operating and purchasing systems, particularly with respect to food and beverage costs.

Ownership Culture Drives Excellent Restaurant Operations. We provide the opportunity for each general manager and, for certain concepts, each chef to purchase a non-transferable ownership interest in a partnership that provides management and supervisory services to the restaurant he or she is employed to manage. This ownership interest encourages retention and minimizes turnover. Consequently, we believe our unique restaurant operations model fosters long-term employee commitment and ensures that our managerial focus is on running outstanding restaurants, with high-quality food and excellent customer service, which are key to maintaining a profitable restaurant base.

Diversified and Healthy Restaurant Base. We have a diversified portfolio of restaurant concepts, each with a distinct theme, menu offering and price point, catering to multiple dining occasions and a broad customer base. Furthermore, our broad geographic footprint lessens our exposure to regional economic influences.

Demonstrated Strong and Stable Cash Flow Generation. We have historically generated strong free cash flow mainly as a result of our attractive unit-level economics that have produced healthy profit margins despite expensing most of our ongoing maintenance costs. Additionally, we typically are able to generate cash flow from working capital because we receive cash for a majority of our sales immediately at the point of service or at the time of our gift card sales, which create deferred revenue balances.

Strong Core Outback Concept. Outback is a 20 year old restaurant concept with a demonstrated long-term track record. As the largest steakhouse chain and the fourth largest full-service casual dining chain in any food category in the United States in 2007, Outback is a market leader with an excellent competitive position. Our Outback concept has historically provided us with consistent cash flow and strong returns on investment. Because we continually maintain in our existing restaurants, our more mature restaurants have been able to perform in-line with our newer restaurants. Over its long operating history, our Outback concept has developed a well-established and highly-recognized brand and, we believe, significant customer loyalty. Outback has received the top score in the steakhouse category in each of the last three years and eight times in total since 1994 in the Restaurants & Institutions™ Consumers’ Choice in Chains Survey.

Other Primary Concepts with Broad Appeal. Several third-party customer surveys have confirmed our consumers’ receptivity to our other primary concepts. Carrabba’s received the second highest overall score and the gold award in the Italian chain category in the 2007 Restaurants & Institutions™ Consumers’ Choice in Chains Survey. Bonefish received the second highest rating for seafood chains in 2006 by Consumer Reports magazine and was named as the top growth chain by Restaurant Hospitality magazine in 2006. Bonefish has also received accolades, including top new restaurant and best seafood, from local publications. Finally, since inception, Fleming’s has received 47 “Awards of Excellence” from Wine Spectator and has received accolades, including best steakhouse, in several markets from local publications. We have opened 116 new Carrabba’s restaurants in 29 states, 125 new Bonefish restaurants in 29 states and 37 new Fleming’s restaurants in 22 states over the last five fiscal years, demonstrating the national appeal of our younger concepts. We anticipate we will expand these concepts at a more moderate rate in the future while, at the same time, expecting them to contribute increased cash flows to our Company.

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Attractive New Restaurant Economics. We have a successful track record of expanding our operations both domestically and in select international locations. We have achieved this growth with strong returns on investment and unit-level economics. We believe these favorable and consistent returns on investment provide us with attractive new restaurant opportunities. However, while we intend to continue to grow these concepts, under our new ownership structure we plan to reduce the number of our new restaurant openings from historic levels so that we limit our capital investment to the most attractive opportunities. Additionally, while historically we have pursued a mixed real estate strategy that included land purchases, ground leases (where we lease the land only) and in-line leases, we plan to lease (both ground and in-line) the majority of our restaurants in the future.

Highly Capable Management Team with Strong Equity Sponsorship. We have a strong and committed management team with extensive restaurant industry experience. The senior management team, consisting of four individuals, averages more than 17 years of experience in the restaurant industry. Most members of our management team have worked in various roles within the organization and several have a history with us that dates back more than 15 years. Members of our management team who hold unvested restricted stock rolled over approximately two-thirds of their OSI equity in the aggregate, and certain members of our management team invested approximately $9.8 million in cash in the aggregate, in connection with the Transactions. Our Founders rolled over shares of common stock representing approximately half of their pre-Transactions ownership of OSI into stock of our ultimate parent company, or Parent. Excluding the unvested restricted stock rollover, as a result of the Transactions, there was approximately $1,037.0 million of capital invested in our Parent, representing approximately 32% of total sources of funds to finance the Transactions, $845.8 million of which was invested in cash by the Sponsors. Bain Capital and Catterton are each leading private equity firms with established track records of successful investment in the restaurant industry. Bain Capital’s investments include Domino’s Pizza, Burger King, and Dunkin’ Brands. Additionally, Bain Capital has made numerous large and successful retail investments. Catterton’s investments include la Madeleine, Caribou Coffee, Baja Fresh Mexican Grill, Cheddar’s Restaurant Holdings Inc., First Watch Restaurants, P.F. Chang’s China Bistro, Jean-Georges and Spice Market, among others.

Our Business Strategy

Key elements of our strategy include:

Maintain High Quality Food with Excellent Customer Service. We are dedicated to maintaining the quality and consistency of the dining experience at each of our restaurants to generate frequent customer visits and enhance customer loyalty. Each of our restaurant concepts offers a limited number of menu items to maximize the quality and consistency of each item we serve while offering sufficient breadth to appeal to a broad array of tastes. In addition to offering variety, we use high quality ingredients. For example, Outback offers many fresh, aged USDA choice grade steaks and Fleming’s offers many fresh, aged USDA prime grade steaks. We rigorously test new menu items and regularly upgrade ingredients and cooking methods to improve the quality and consistency of our menu offerings. We also employ a rigorous quality assurance process utilizing field as well as home office research and development personnel that conduct in-restaurant and vendor inspections on a regular basis.

Invest in the Outback Concept to Drive Increased Traffic. The Outback concept has a strong long-term track record. We have taken several recent steps, largely focused on revamped marketing, to more effectively communicate the brand positioning and drive increased traffic through Outback restaurants. We conducted an extensive review of our brand and marketing strategy. Changes currently being implemented as a result of our marketing review include a shift to what we believe will be a higher return, more effective marketing mix including an increase in action-oriented marketing, a new advertising creative strategy, an increase in consumer research, upgrades in marketing resources and improved pricing strategies.

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Maintain Quality and Improve Productivity of our Restaurant Operations. While we believe we have strong restaurant operations, we plan to continue to refine our operations with a focus on reducing restaurant operating costs while continuing to offer a positive dining experience. We are continually working to optimize menu offerings and improve the productivity of our restaurants. Savings initiatives include increased labor efficiency from improved practices regarding food preparation and the use of scheduling optimization tools, as well as reducing food cost through menu engineering and a focus on waste minimization. In addition to these cost saving initiatives, we have implemented several other actions to increase the profitability of our restaurants, including rolling out and testing lunch service in select Outback locations and the use of menu specials in all restaurants. We plan to continue sharing best practices across all concepts and to identify additional opportunities for efficiency improvements.

Pursue Targeted, High Return New Restaurant Investment. Our new restaurants in our primary concepts have historically provided attractive and consistent returns on investment. Under our new ownership structure, we have undertaken a disciplined growth strategy by expanding our restaurant base at a more measured pace relative to recent history. In 2007, we opened 78 new company-owned restaurants, compared to the 131 new company-owned restaurants we opened in 2005 and 123 new company-owned restaurants we opened in 2006. Our expansion efforts will target our primary concepts, namely Outback, Carrabba’s, Bonefish and Fleming’s, and focus on geographies where we believe we can achieve the highest returns. Specifically for Outback and Carrabba’s, we will target existing higher return geographies, due in part to marketing synergy opportunities and existing brand awareness. While historically we have pursued a mixed real estate strategy that included land purchases, ground leases and in-line leases, we plan to lease (both ground and in-line) the majority of our new restaurant sites in the future. We will also closely monitor new restaurant performance and adjust future expansion goals accordingly. We generally require only eight months prior to a planned opening to adjust restaurant development plans, allowing us to react relatively quickly to changes in our new restaurant performance or in market factors. Historically, new restaurants in our Outback, Carrabba’s and Bonefish concepts have generally ramped up to nearly full run-rate AUVs within 12 months or less of opening while new Fleming’s restaurants typically require a significantly longer period of time to ramp up to full run-rate.

Invest in Our People. Aligning our interests with those of the area operating partners, general managers, and chefs is a key to our success. We maintain a qualified and motivated restaurant-level workforce by requiring the general manager, and, in some concepts, the chef, to purchase a non-transferable ownership interest in a Management Partnership that provides management and supervisory services to the restaurant he or she is employed to manage. This ownership interest gives the general manager and the chef the right to receive distributions from the Management Partnership based on a percentage of their restaurant’s annual cash flows for the duration of the agreement. We also tie certain bonuses to cash flow growth. The area operating partners, who are responsible for activities including site selection, general manager hiring, and other restaurant operations, also participate in the Management Partnership that provides supervisory services to the restaurants the area operating partners oversee. This gives the area operating partners the right to distributions from the Management Partnership based on a percentage of their restaurants’ annual cash flows for the duration of the agreement. By requiring this level of commitment, we believe that we are able to attract and retain experienced and highly-motivated area operating partners and general managers as well as chefs in certain concepts. In 2007, our general manager turnover rate was approximately 14.1%, which we believe was well below industry averages.

Corporate History

OSI was incorporated in October 1987, as Multi-Venture Partners, Inc. Since the opening of our first Outback restaurant in 1988 in Tampa, Florida, we have demonstrated a strong track record of growth both through same store sales growth and new restaurant growth. We began franchising our Outback concept internationally in 1995 and, in 1998, we also began directly investing in Outback restaurants in certain markets internationally. In addition to growing our core Outback concept, we have also demonstrated significant success

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in introducing and expanding new concepts. We added the Carrabba’s concept to our portfolio in April 1993 in partnership with the founders of Carrabba’s. We now have the sole right to develop Carrabba’s restaurants. In October 2001, we purchased the Bonefish restaurant operating system from the founders of Bonefish; we currently own 134 of 140 Bonefish restaurants. Fleming’s was added to our portfolio of restaurant concepts in October 1999, with the acquisition of three Fleming’s restaurants. We develop and operate Fleming’s in partnership with its two founders, Paul Fleming and A. William Allen, III, our Chief Executive Officer. We have successfully grown all three of these acquired concepts into regional or national chains. We have also introduced or acquired several other restaurant concepts over the years, including Roy’s in 1999, Lee Roy Selmon’s in 2000, Cheeseburger in Paradise in 2002 and most recently, Blue Coral in 2006.

The following table summarizes the number of company-owned, franchised, and development joint venture restaurants in operation during the periods set forth below.

	Year Ended December 31,
	2007		2006		2005		2004		2003
Company-Owned Restaurants
Outback (domestic and international)
Open at beginning of period	797		758		721		673		612
Opened/acquired	26		38		41		48		35
Closed	(6	)	(9	)	(4	)	(2	)	(1	)
Restaurant reclassifications (1)	—		10		—		2		27
Open at end of period	817		797		758		721		673
Carrabba’s, Bonefish, Fleming’s
Open at beginning of period	386		325		258		174		121
Opened/acquired	43		65		68		55		51
Closed	(3	)	(2	)	(1	)	(1	)	—
Restaurant reclassifications (1)	—		(2	)	—		30		2
Open at end of period	426		386		325		258		174
Other Concepts
Open at beginning of period	67		54		32		21		16
Opened/acquired	9		20		22		10		4
Closed	(1	)	(7	)	—		—		—
Restaurant reclassifications (1)	—		—		—		1		1
Open at end of period	75		67		54		32		21
Franchised and Development Joint Venture Restaurants
Open at beginning of period	158		161		164		187		207
Opened/acquired	8		7		5		11		13
Closed	(4	)	(2	)	(8	)	(1	)	(3	)
Restaurant reclassifications (1)	—		(8	)	—		(33	)	(30	)
Open at end of period	162		158		161		164		187

(1) Reflects restaurant reclassifications between company-owned restaurants and franchised and development joint venture restaurants for one of the following reasons: (i) acquisition of a franchised restaurant by our Company, (ii) acquisition of company-owned restaurants by a franchisee or (iii) reclassification of franchised and development joint venture restaurants as company-owned restaurants due to compliance with FIN 46R.

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Restaurant Operations

Restaurant Management and Supervision. The management staff of a typical Outback, Carrabba’s, Bonefish, Lee Roy Selmon’s or Cheeseburger in Paradise restaurant consists of one general manager, one assistant manager and one kitchen manager. The management staff of a typical Fleming’s restaurant consists of one general manager, a chef, a private dining director and two assistant managers. The management staff of a typical Roy’s restaurant consists of one general manager, a chef and two to three assistant managers. The general manager of each restaurant has primary responsibility for the day-to-day operation of his or her restaurant and is required to abide by our established operating standards. A commitment to high quality food and a consistently enjoyable dining experience are our top priorities. A number of uniform operating standards and procedures are employed on a daily basis in order to maintain quality control, including, but not limited to, a “line check” that requires each general manager and the other key team members to inspect food prepared for that day as well as the freshness of supply inventory for beverages, condiments and other perishables.

In addition to restaurant-level management, we have a field management organization that is comprised of our area operating partners, regional vice presidents (for larger concepts), and field food and service technicians. A primary focus of these team members is restaurant-level training, education and inspection to ensure that food and service quality standards are met. Area operating partners are first level supervisors that spend a significant amount of time in their restaurants, manage an average of 10 general managers and also engage in new site selection activities. Each area operating partner has a team of field food and service technicians that focus on training, coaching and inspection in their area of responsibility. Our field management is supplemented by a senior management operations team and president for each concept, who spend a significant amount of time in the field making restaurant visits to ensure that our concept, strategy and standards of quality are being adhered to in all aspects of restaurant operations. Our senior management team meets several times a year with our area operating partners to discuss business-related issues and share ideas. From time to time, some of our concepts also employ third parties to conduct sanitation and service quality standard checks. Results of food and service quality inspections are periodically reviewed with the corresponding concept’s senior management team.

We also monitor consumer feedback for food and service quality via the internet and customer service functions and promptly respond to feedback as part of our quality assurance processes.

Training. We strive to maintain quality and consistency in our restaurants through the careful recruiting, training and supervision of personnel. We require our area operating partners and restaurant general managers to have significant experience in the full-service restaurant industry. In addition, we have developed comprehensive training courses that area operating partners and general managers are required to complete, which range from nine weeks to 16 weeks depending on the concept. The program emphasizes our operating strategy, procedures and standards.

The restaurant general managers and area operating partners, together with our concept presidents, regional vice presidents, senior vice presidents of training and directors of training, are responsible for selecting and training the employees for each new restaurant. The training period for new non-management employees lasts approximately one week and includes on-the-job supervision by an experienced employee. Ongoing employee training remains the responsibility of the general manager of each restaurant. Written tests and observation in the workplace are used to evaluate each employee’s performance. Special emphasis is placed on the consistency and quality of food preparation and service, which is monitored through monthly meetings between kitchen managers and senior management.

General Manager, Chef and Area Operating Partner Programs. We believe the compensation structure we have put in place for our general managers, chefs and area operating partners encourages excellent restaurant operations, fosters long-term employee commitment and results in a healthy and profitable restaurant base. The general manager of each Company-owned domestic restaurant is currently required, as a condition of employment, to sign a five-year employment agreement and to purchase a non-transferable ownership interest in

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a partnership (“Management Partnership”) that provides management and supervisory services to the restaurant he or she is employed to manage. We also require each new unaffiliated franchisee to provide the same opportunity to the general manager of each new restaurant opened by that franchisee. In addition, the chef of each Fleming’s and Roy’s restaurant is currently required, as a condition of employment, to sign a five-year employment agreement and to purchase a non-transferable ownership interest in the Management Partnership that provides management and supervisory services to his or her restaurant. The purchase price for a general manager’s ownership interest has historically been fixed at $25,000, and the purchase price for a chef’s ownership interest ranges from $10,000 to $15,000, each of which is subject to repayment in most circumstances upon termination of employment. This ownership interest gives the general manager and the chef the right to receive distributions from the Management Partnership based on a percentage of their restaurant’s annual cash flows for the duration of the agreement, which varies by concept from 6% to 10% for general managers and 2% to 5% for chefs. Upon completion of each five-year term of employment, the general managers and chefs participate in a deferred compensation program. Future cash funding requirements of the deferred compensation program will vary significantly depending on timing of partner contracts, forfeiture rates and numbers of partner participants.

Area operating partners are currently required, as a condition of employment, to make an initial investment of $50,000 in the Management Partnership that provides supervisory services to the restaurants the area operating partners oversees. This interest gives the area operating partner the right to distributions from the Management Partnership based on a percentage of his or her restaurants’ annual cash flows for the duration of the agreement, typically ranging from 4% to 9%. When area operating partner buyouts occur, they have historically been completed through payment of stock and cash and, following the Merger, are completed solely through payment of cash. We intend to continue the area operating partner program. We have the option to purchase an area operating partner’s interest in the Management Partnership after the restaurant has been open for a five-year period on the terms specified in the agreement.

Menu and Food Preparation. The menu for each of our concepts is designed to have a limited number of selections to permit the greatest attention to quality while offering sufficient breadth to appeal to a broad array of tastes. In preparing menu items, we emphasize quality and freshness. The large majority of our food menu items are made from scratch in our kitchens daily. Ingredients are selected using exacting criteria, with specific focus on proteins, produce, pastas/breads, spices and specialty wines and other alcoholic beverages as identified by each concept. For our steak entrées, we never use frozen beef and use only prime and choice cuts of beef.

We have a research and development function dedicated to maintaining food safety and quality, improving our existing menu items and developing new menu items for all concepts. We have a central team dedicated to procurement, food safety and quality assurance, as well as a dedicated research and development team for each concept. Our research and development centers serve as test kitchens and new vendor material qualification sites. Our research and development and marketing organizations dedicate a significant amount of time and research to identifying new menu items based on emerging consumer trends identified by internal and external research as well as consumer feedback. New items are subjected to a rigorous testing process, including tastings at the research and development centers and a progressively staged approval process beginning at the research and development centers and gradually expanding to multiple levels of restaurants before being implemented across the concepts.

Our research and development organization uses employees to inspect vendor adherence to quality, food safety and other specifications on a schedule of vendor site visits and restaurant inspections and reviews reports of third party inspections obtained by the vendors. Vendors that do not comply with quality, food safety and other specifications are not utilized until they satisfy our requirements.

We also have created two outside advisory councils, one for food safety and one for animal well-being. Both councils are comprised of experts in the areas of meat science, food safety, plant operations quality control and animal science. These groups meet at least once a year to advise our senior management on industry trends and strategy and procedures related to quality, safety and animal well-being.

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Purchasing. We have a centralized purchasing team located in Tampa, Florida that procures most products on a national level. Items that cannot be procured across concepts, such as alcoholic beverages and some produce items, are procured locally by restaurant management. Our management negotiates directly with suppliers for most food and beverage products, as well as services, supplies and energy contracts, to ensure uniform quality and adequate supplies and to obtain competitive prices. We and our franchisees purchase substantially all food and beverage products from authorized local or national suppliers, and we periodically make advance purchases over varying periods to ensure adequate supply or to obtain favorable pricing. Domestically, we currently purchase approximately 90% of our beef from four beef suppliers, with whom we maintain good relationships. These four beef suppliers represent 87% of the total beef marketplace in the United States. Since we are the largest steakhouse chain in the United States, we purchase a significant quantity of USDA prime and choice beef, which we believe affords us advantages in sourcing and selecting high-quality items and ensuring fresh delivery.

We monitor the end-to-end costs associated with the products and goods we purchase. We evaluate purchases based on “total cost of ownership,” or TCO, which accounts for the initial purchase price and the cost structure underlying the procurement and order fulfillment process. We believe this approach leads to internal efficiencies in the way we handle and procure products, better pricing through consolidating volume and joint cost reductions for us and our suppliers. As part of our TCO approach, we solicit competitive bidding from suppliers, and we monitor commodity markets and trends and attempt to execute buys at the most advantageous times. In addition, we apply multi-sourcing strategies to reduce supply risk and we require our vendors to meet our quality assurance standards.

We have a national distribution program in place to service our restaurants that includes food, beverage, and packaging goods. This program is with a custom distribution company and uses a limited number of warehouses that provide only OSI-approved products to our system.

Unaffiliated Franchise Program

At December 31, 2007, there were 107 domestic franchised Outback restaurants and 49 international franchised Outback restaurants. Each unaffiliated domestic franchisee paid an initial franchise fee of $40,000 for each restaurant and pays an ongoing monthly royalty of 3.0% of gross restaurant sales and a monthly marketing administration fee of 0.5% of gross restaurant sales. Initial fees and ongoing royalties for international franchisees vary by market. Each unaffiliated international franchisee paid an initial franchise fee of between $40,000 to $200,000 for each restaurant and pays an ongoing monthly royalty of 3.0% to 4.0% of gross restaurant sales. Under the terms of the franchise agreements, all domestic unaffiliated franchisees are required to expend, on a monthly basis, a minimum of 3.0% of gross restaurant sales on national and local advertising.

At December 31, 2007, there were six domestic franchised Bonefish restaurants. Four of the unaffiliated domestic franchisees paid an initial franchise fee of $50,000 for each restaurant and pay an ongoing monthly royalty of 4.0% of gross restaurant sales. Two of the six domestic franchised locations are located in Washington and have a modified method for paying ongoing royalties. Ongoing royalty payments can range from 0.0% to 4.0% depending on sales volumes. Under the terms of the franchise agreement all domestic unaffiliated franchisees are required to expend, on an annual basis, a minimum of 3.0% of gross restaurant sales on national and local advertising and pay a monthly marketing administration fee of 0.5% of gross restaurant sales.

All unaffiliated franchisees are required to operate their Outback and Bonefish restaurants in compliance with our methods, standards and specifications regarding such matters as menu items, ingredients, materials, supplies, services, fixtures, furnishings, décor and signs, although the franchisee has full discretion to determine the prices to be charged to customers. In addition, all franchisees are required to purchase all food, ingredients, supplies and materials from suppliers approved by us. There were no unaffiliated franchised restaurants of our other concepts at December 31, 2007.

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Marketing and Advertising

We have recently strengthened our marketing team by adding several new employees in the areas of marketing research and consumer insights, local store marketing, new product development and innovation, and marketing communications. In addition, we have added a new media agency partner and have selected a new public relations agency to work with our internal marketing team.

Our Outback concept has a strong, long-term track record. As brands mature, we believe that it is important to keep them contemporary and relevant, and so in late 2006, we began a significant consumer-insight, research-driven effort to re-stage the Outback brand for future growth. Throughout 2007, we have worked to confirm consumer perceptions and brand strengths, and set about establishing what we believe to be a refreshed, compelling positioning for the Outback brand. As such, Outback has recently revisited and updated the following aspects of the customer experience:

• Our Food. The Outback menu includes a broad variety of foods beginning with a large selection of USDA choice, specially seasoned and prepared steaks, as well as seafood, chicken, pork and pasta dishes. Sides, soups and salads are prepared fresh daily with quality ingredients sourced from around the country and the world. Beginning with testing in mid-2007 and launched nationally later that year, Outback now offers “off the menu” daily specials. These specials reflect a range of entrées and price points, and we believe they provide new reasons for customers to come back to Outback more often.

• Our Restaurants. As part of the Outback concept’s updated brand image, we have developed a multi-year plan to refresh and update our restaurants. The new look delivers an experience that we believe reaches beyond the existing interpretation of Australia and the Outback in our restaurants, and is expressed in updated fabrics, textures, art, lighting, props and murals.

• Our Service. We take great pride in ensuring every customer is served by a friendly, helpful, informed server. In 2007, we refreshed our training program to maximize its effectiveness, and retrained the entire front of house staff of each restaurant. We track and monitor all customer feedback; attempting to address issues quickly and to reinforce and share best practices throughout the system.

Our marketing communications efforts focusing on Outback in 2008 seek to create a “reason to come in now,” by featuring new limited-time offer specials. We also plan to launch comprehensive communication programs, including television, radio, online, direct mail, and newspaper inserts. In addition, we have created promotional offers involving other high-profile companies, which we believe will create additional demand and help increase our customer traffic.

Carrabba’s has also recently increased its marketing efforts. While Carrabba’s has always had “off the menu daily specials,” we are supporting specific food items as limited-time offer specials by communicating them with television, radio and online support. In addition, a new loyalty program was introduced in 2007 that encourages frequent visits by our customers.

Fleming’s and Bonefish rely on a combination of direct mail and print advertising to market to a more focused target audience. Fleming’s also has a core customer loyalty program called The Magnum Club that offers preferred privileges to the most active customers.

Management Information Systems

We believe that our current management information systems infrastructure has the features and capacity necessary to support our business plan. All of our company-owned restaurants have personal computer and point-of-sale systems integrated with our centralized management information and accounting systems. Financial

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controls are maintained through our centralized accounting system and central restaurant-level data warehouse, allowing our headquarters as well as restaurant and field management to evaluate and manage key sales, cost of sales, product mix and labor performance metrics. We have access to daily financial and operating data for every company-owned restaurant, which is an important tool in achieving sound unit-level economics. We employ automated labor scheduling systems to maximize the efficiency of our field teams. We believe that our customized operations and cost control systems enable us to maintain a high degree of control over our operating expenses.

Our main data center is located in a category 3 hurricane-rated building in Brandon, Florida. In addition, we have a disaster recovery plan that includes a duplicate operating system facility in Chicago. Data is replicated on a near real-time basis between Brandon and Chicago. In the event of a disaster, we have the capability to operate all information technology platforms from the Chicago facility.

Site Selection

We consider the location of a restaurant to be critical to its long-term success and devote significant effort to the investigation and evaluation of potential sites. The site selection process focuses on trade area demographics, site visibility, accessibility and traffic volume. We also review potential competition and the profitability of national chain restaurants operating in the area. Construction of a new restaurant typically takes approximately 90 to 180 days from the date the location is leased or under contract and fully authorized to proceed.

We have a phased site approval process that consists of three stages. Phase 1 of the process consists of development and submission of a proposal by the area operating partner and a site selection manager. Phase 2 requires approval by the Chief Development Officer and the concept president. Phase 3 requires final approval by the Chief Financial Officer and/or the Chief Executive Officer/Chief Operating Officer. Each of these phases involves a review of the estimated investment in a site, the projected financial performance of the site and the returns anticipated at the site. Additionally, as we complete lease contract negotiations and due diligence, we monitor any changes to the anticipated economics as compared to the approved proposal. If the projections are negatively affected by changes in costs or assumptions, the proposed restaurant is presented again to the Chief Financial Officer and/or the Chief Executive Officer/Chief Operating Officer for their approval. We believe we have a rigorous site selection strategy that has high return thresholds.

While we intend to continue to grow our primary concepts following the Transactions, we plan to reduce the number of our new restaurant openings so that we limit our capital investment to the most attractive opportunities. Additionally, while historically we have pursued a mixed real estate strategy that included land purchases, ground leases and in-line leases, we plan to lease (both ground and in-line) the majority of our new restaurant sites in the future.

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Restaurant Prototype Design

We design the interior of our restaurants in-house and utilize outside architects when necessary. The following table summarizes the primary characteristics of our primary concept prototypes:

	Outback	Carrabba’s	Bonefish	Fleming’s
Approximate Size	6,200 sq. ft.	6,500 sq. ft.	5,500 sq. ft.	7,100 sq. ft.
Approximate Number of Tables	Dining area: 47	Dining area: 43	Dining area: 38	Dining area: 35
	Bar area: 10	Bar area: 6	Bar area: 4	Bar area: 6
Approximate Seating Capacity	Dining area: 220	Dining area: 230	Dining area: 168	Dining area: 170
	Bar area: 54	Pasta bar: 10	Bar area: 25	Private dining area: 30
		Bar area: 60		Bar area: 35

Competition

The restaurant industry is highly competitive with respect to price, service, location and food quality, and there are many well-established competitors with substantially greater financial and other resources than us. Some of our competitors have been in existence for a substantially longer period than us and may be better established in the markets where our restaurants are or may be located. Changes in consumer tastes, local, regional, national or international economic conditions, demographic trends, traffic patterns and the type, number and location of competing restaurants often affect the restaurant business. In addition, factors such as inflation, increased food, labor and benefits costs, energy costs, consumer perceptions of food safety and the availability of experienced management and hourly employees may adversely affect the restaurant industry in general and our restaurants in particular.

Government Regulation

General. Various federal, state and local laws affect our business. Each of our restaurants is subject to licensing and regulation by a number of governmental authorities, which may include health, sanitation, building, zoning, safety, fire, and alcoholic beverage control agencies in the state or municipality in which the restaurant is located. These licensing and regulation matters relate to environmental, building, construction and zoning requirements, and the preparation and sale of food and alcoholic beverages. Difficulties or failures in obtaining the required licenses or approvals and compliance with application regulations could delay or prevent the development of a new restaurant at a particular location.

Our operations are also subject to federal and state laws governing such matters as wages, working conditions, citizenship requirements and overtime. Some states have set minimum wage requirements higher than the federal level. Some hourly personnel at our restaurants are paid at rates related to the federal minimum wage and, accordingly, increases in the minimum wage may increase our labor costs for those employees. Our employees who receive tips as part of their compensation, such as servers, are paid at a minimum wage rate, after giving effect to applicable tip credits. Our other personnel, such as our kitchen staff, are typically paid in excess of minimum wage. Other governmental initiatives such as mandated health insurance, if implemented, could adversely affect us as well as the restaurant industry in general. We are subject to the Americans With Disabilities Act, which, among other things, requires our restaurants to meet federally mandated requirements for the disabled. In addition, our employment practices are subject to the requirements of the Immigration and Naturalization Service relating to citizenship and residency.

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Alcoholic Beverage Control Regulations. Alcoholic beverage control regulations require each of our restaurants to apply to a state authority and, in certain locations, county and municipal authorities for a license or permit to sell alcoholic beverages on the premises. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of our restaurants, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control, and handling, storage and dispensing of alcoholic beverages.

Dram Shop Statutes. We may be subject in certain states to “dram-shop” statutes, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment which wrongfully served alcoholic beverages to such person. We carry liquor liability coverage as part of our existing comprehensive general liability insurance.

Franchising Laws. We are also subject to federal and state laws regulating the offer and sale of franchises. These laws impose registration and disclosure requirements on franchisors in the offer and sale of franchises. These laws often also apply substantive standards to the relationship between franchisor and franchisee and limit the ability of a franchisor to terminate or refuse to renew a franchise.

Health and Safety Laws. We are subject to the rules and regulations of various federal, state and local health agencies, including the United States Food and Drug Administration, or FDA, and the United States Department of Agriculture. The FDA specifies standards for nutritional content claims and health claims made in connection with food items offered in our restaurants.

Environmental

Our operations are also subject to federal, state and local laws and regulations relating to environmental protection, including regulation of discharges into the air and water. Under various federal, state and local laws, an owner or operator of real estate may be liable for the costs of removal or remediation of hazardous or toxic substances on or in such property. Such liability may be imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, we and Master Lessee indemnify PRP and the lenders under PRP’s real estate credit facility against certain environmental liabilities to the extent PRP or its lenders incur environmental related losses or liabilities from the real estate we sold to PRP under the PRP Sale-Leaseback Transaction. We are not aware of any material environmental conditions on our properties or those for which we are providing an environmental indemnity in connection with the PRP Sale-Leaseback Transaction that require remediation under federal, state or local law, and we believe the likelihood of loss from environmental liabilities is remote. However, if we are obligated to make substantial payments due to environmental liabilities at our properties or in satisfaction of our environmental indemnification obligations, we cannot assure you that such payments will not have a material adverse effect on our financial condition.

Employees

As of December 31, 2007, we employ approximately 114,000 persons, approximately 800 of whom are corporate personnel employed by OSI Restaurant Partners, LLC. Approximately 5,100 are restaurant management personnel and the remainder are hourly restaurant personnel. Of the approximately 800 corporate employees, approximately 125 are in management and 675 are administrative or office employees. None of our employees are covered by a collective bargaining agreement. We believe we generally have good relations with our employees.

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Properties

Executive Offices. As of December 31, 2007, we lease approximately 152,000 square feet of office space in Tampa, Florida, under a lease expiring in 2014 (with the exception of approximately 16,000 square feet which expires in 2008). Our executive offices are located in approximately 140,000 square feet of that space, and we sublease the remaining 12,000 square feet.

Restaurant Locations. In connection with the Merger, we caused our wholly-owned subsidiaries to sell substantially all of our domestic restaurant properties to our newly-formed sister company, PRP, for approximately $987.7 million. PRP then leased the properties to Private Restaurant Master Lessee, LLC, our wholly-owned subsidiary, under a market rate master lease. The market rate master lease is a triple net lease with a 15-year term. The sale of substantially all of our domestic wholly-owned restaurant properties to PRP and entry into the market rate master lease and the underlying subleases resulted in operating leases for us and is referred to as the “PRP Sale-Leaseback Transaction.”

We currently lease approximately 30% of our restaurant sites from PRP and 70% of our restaurant sites from other third parties. In the future, we intend to continue to construct a significant number of new restaurants on leased land. Initial lease expirations primarily range from five to ten years, with the majority of the leases providing for an option to renew for one or more additional terms. Our new leases require two or more additional terms. All of our leases provide for a minimum annual rent, and most leases call for additional rent based on sales volume at the particular location over specified minimum levels. Generally, the leases are net leases that require us to pay the costs of insurance, taxes and a portion of lessors’ operating costs.

As of December 31, 2007, we had 1,480 system-wide restaurants (including a total of 795 domestic Outback restaurants, 178 international Outback restaurants, 238 Carrabba’s restaurants, 140 Bonefish restaurants, 54 Fleming’s restaurants, 23 Roy’s restaurants, 44 Cheeseburger in Paradise restaurants, six Lee Roy Selmon’s restaurants, and two Blue Coral restaurants) in 50 states and 20 countries internationally. The table below sets forth the locations of our company-owned restaurants and franchised and development joint venture restaurants as of December 31, 2007:

State/Country	Company- Owned	Franchised and Development Joint Venture	Total
Domestic
Alabama	23	1	24
Alaska	—	1	1
Arizona	36	—	36
Arkansas	11	—	11
California	18	62	80
Colorado	30	—	30
Connecticut	11	—	11
Delaware	3	—	3
Florida	209	1	210
Georgia	49	—	49
Hawaii	7	—	7
Idaho	1	5	6
Illinois	31	—	31
Indiana	30	—	30
Iowa	8	—	8
Kansas	14	—	14
Kentucky	17	—	17
Louisiana	20	—	20
Maine	1	—	1
Maryland	41	—	41

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State/Country	Company- Owned	Franchised and Development Joint Venture	Total
Massachusetts	21	—	21
Michigan	40	—	40
Minnesota	11	—	11
Mississippi	2	6	8
Missouri	19	—	19
Montana	1	2	3
Nebraska	8	—	8
Nevada	16	—	16
New Hampshire	4	—	4
New Jersey	38	—	38
New Mexico	6	—	6
New York	45	—	45
North Carolina	62	1	63
North Dakota	1	—	1
Ohio	52	1	53
Oklahoma	14	—	14
Oregon	—	8	8
Pennsylvania	42	—	42
Rhode Island	3	—	3
South Carolina	37	1	38
South Dakota	2	—	2
Tennessee	37	4	41
Texas	76	—	76
Utah	6	—	6
Vermont	1	—	1
Virginia	61	—	61
Washington	—	20	20
West Virginia	8	—	8
Wisconsin	14	—	14
Wyoming	2	—	2
International
Australia	—	3	3
Bahamas	—	1	1
Brazil	—	17	17
Canada	10	3	13
China	—	2	2
Costa Rica	—	1	1
Guam	—	1	1
Hong Kong	6	—	6
Indonesia	—	2	2
Japan	11	—	11
Malaysia	—	2	2
Mexico	—	4	4
Philippines	2	1	3
Puerto Rico	2	—	2
Singapore	—	1	1
South Korea	98	—	98
Taiwan	—	4	4
Thailand	—	1	1
United Kingdom	—	5	5
Venezuela	—	1	1
Total Restaurants	1,318	162	1,480

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Legal Proceedings

We are subject to legal proceedings, claims and liabilities, such as liquor liability, sexual harassment and slip and fall cases, etc., which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of the ultimate liability with respect to those actions will not have a materially adverse impact on our financial position or results of operations and cash flows. In addition, we are subject to the following legal proceedings and actions, which depending on the outcome, which is uncertain at this time, could have a material adverse effect on our financial condition.

On November 8, 2006, a putative class action complaint captioned Charter Township of Clinton Police and Fire Retirement System v. OSI Restaurant Partners, Inc., et al., No. 06-CA-010348, was filed in the Circuit Court of the 13th Judicial Circuit in and for Hillsborough County, Florida against us, each of our directors, J. Timothy Gannon, Bain Capital Partners, LLC and Catterton Partners, challenging the merger of OSI with Kangaroo Holdings, Inc. and Kangaroo Acquisition, Inc. (the “Merger”), as unfair and inadequate to our public stockholders.

On January 25, 2007, plaintiff’s counsel in the Florida action voluntarily dismissed the action as to Mr. Gannon and filed an amended complaint, which did not name Mr. Gannon as a defendant, against the remaining defendants. The amended complaint alleges that our directors breached their fiduciary duties in connection with the Merger by failing to maximize stockholder value and by approving a transaction that purportedly benefits the Founders and our management expected to invest in the proposed transaction at the expense of our public stockholders; that our directors breached their fiduciary duties by failing to disclose certain allegedly material information to stockholders; and that we, Bain Capital and Catterton aided and abetted the alleged fiduciary breaches. The amended complaint seeks, among other relief, class certification of the lawsuit, an injunction against the Merger, declaratory relief, compensatory and/or rescissory damages to the putative class, and an award of attorneys’ fees and expenses to plaintiffs. On February 23, 2007, defendants Brabson, Carey, Fields, Franks, James, and Wilt answered the amended complaint and asserted affirmative defenses. The other defendants filed motions to dismiss the amended complaint on the same date.

On January 30, 2007, a class action complaint captioned Robert Mann v. Chris T. Sullivan, et al., No. CA2709-N, was filed in the Court of Chancery of Delaware in and for New Castle County against the same defendants stated above, including Mr. Gannon and except that Catterton Management Company, LLC was named as a defendant rather than Catterton Partners. Paul E. Avery, Joseph J. Kadow and Dirk A. Montgomery were also named as defendants. The complaint alleges that OSI’s directors and the officer defendants breached their fiduciary duties in connection with the Merger, and that Mr. Gannon, Bain Capital and Catterton aided and abetted the alleged fiduciary breaches. The complaint seeks, among other relief, an injunction against the proposed transaction, declaratory relief, compensatory and/or rescissory damages to the putative class, and an award of attorneys’ fees and expenses to plaintiffs.

Counsel for the parties to these two suits have entered into a settlement stipulation as of June 26, 2007, providing for the settlement of the suits subject to Florida court approval. Pursuant to the stipulation, the defendants agreed to make certain additional disclosures in the Definitive Proxy Statement that was circulated to our stockholders with respect to the Merger. The defendants considered it desirable that the actions be settled to avoid the burden, expense, risk, inconvenience and distraction of continued litigation and to resolve all of the claims that were or could have been brought in the actions being settled. A hearing by the Florida court to consider approval of the settlement was held on October 30, 2007. At the hearing, the Florida court entered an order approving the settlement. As a result of this order, both the Florida action and the Delaware action will be dismissed with prejudice. As part of the settlement stipulation to the Charter Township of Clinton Police and Fire Retirement System v. OSI Restaurant Partners, Inc., et al., No. 06-CA-010348 suit, the defendants agreed to pay attorneys’ fees, expenses and costs of plaintiff’s counsel of $5.0 million by November 9, 2007.

Outback Steakhouse of Florida, Inc. and OS Restaurant Services, Inc. are the defendants in a class action lawsuit brought by the U.S. Equal Employment Opportunity Commission (EEOC v. Outback Steakhouse of

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Florida, Inc. and OS Restaurant Services, Inc., U.S. District Court, District of Colorado, Case No. 06-cv-1935, filed September 28, 2006) alleging that they have engaged in a pattern or practice of discrimination against women on the basis of their gender with respect to hiring and promoting into management positions as well as discrimination against women in terms and condition of their employment. In addition to the EEOC, two former employees have successfully intervened as party plaintiffs in the case. On November 3, 2007, the EEOC’s nationwide claim of gender discrimination was dismissed and the scope of the suit was limited to the states of Colorado, Wyoming and Montana. However, we expect the EEOC to pursue claims of gender discrimination against us on a nationwide basis through other proceedings. Litigation is, by its nature, uncertain both as to time and expense involved and as to the final outcome of such matters. While we intend to vigorously defend ourselves in this lawsuit, protracted litigation or unfavorable resolution of this lawsuit could have a material adverse effect on our business, results of operations or financial condition and could damage our reputation with our employees and our customers.

In April 2007, we were served with a putative class action complaint captioned Gerald D. Wells, Jr. et al. v. OSI Restaurant Partners, Inc., Case No. 07-1431, that was filed in the United States District Court for the District of Pennsylvania alleging violations of the Fair and Accurate Credit Transactions Act, or FACTA, on behalf of customers of Carrabba’s Italian Grill. In June 2007, a putative class action complaint captioned David Sochin v. OSI Restaurant Partners, Inc., Case No. 07-02228 was filed in the United States District Court for the Eastern District of Pennsylvania alleging violations of FACTA on behalf of customers of Fleming’s Prime Steakhouse and Wine Bar. In addition, we had previously been provided with a copy of a putative class action complaint captioned Saunders v. Roy’s Family of Restaurants, Inc., Case No. SACV07-164 CJC (ANx), that was filed in the United States District Court for the Central District of California alleging violations of FACTA on behalf of customers of Roy’s restaurants; an amended complaint in that suit was served in May 2007, naming Roy’s/Woodland Hills-I, Limited Partnership and Outback Steakhouse of Florida, Inc. as defendants in place of Roy’s Family of Restaurants, Inc. Outback Steakhouse of Florida, Inc. has been dismissed from the Saunders suit, leaving Roy’s/Woodland Hills-I, Limited Partnership as the only defendant. The issue of whether class certification is proper under the circumstances presented by the Saunders case is now pending before the U. S. Court of Appeals for the Ninth Circuit. We have obtained a stay of the Saunders case pending the decision of the Ninth Circuit Court of Appeals, at which time the District Court will review the status of any appellate decision. As the appellate decision has not yet been issued, the Company has requested an extension of the stay, which was due to expire on April 15, 2008. We have also been served in a putative class action complaint captioned Stephen Troy et al. v. Carrabba’s Italian Grill, Inc., Case No. 07-CV-4329 that was filed in the United States District Court for the Northern District of Illinois. The Troy case alleges violations of FACTA on behalf of Illinois residents only. On August 31, 2007, a putative class action complaint captioned Lauren C. Hughes and Anthony Pasquarello et al. v. OSI Restaurant Partners, Inc. d/b/a Outback Steakhouse and Does 1 through 10, inclusive, was filed in the United States District Court for the Western District of Pennsylvania alleging violations of FACTA on behalf of customers of Outback Steakhouse. FACTA restricts, among other things, the credit and debit card data that may be included on the electronically printed receipts provided to retail customers at the point of sale. Each suit alleges that the defendants violated a provision of FACTA by including more information on the electronically printed credit and debit card receipts provided to customers than is permitted under FACTA. Each complaint seeks monetary damages, including statutory damages, punitive damages, attorneys’ fees and injunctive relief. These lawsuits are among a number of lawsuits with similar allegations that have been filed recently against large retailers and foodservice operators, among others, as a result of the implementation of FACTA, which became fully effective as of December 4, 2006. On February 20, 2008, we received an order granting our motion to consolidate the Wells, Sochin, Hughes and Troy cases before a single judge. These four cases are now deemed consolidated for all pre-trial purposes, and will proceed before the Honorable Tomas J. O’Neill of the U.S. District Court for the Eastern District of Pennsylvania in Philadelphia. While we intend to vigorously defend against these actions, each of these cases is in the preliminary stages of litigation, and as a result, the ultimate outcome of these cases and their potential financial impact on us are not determinable at this time.

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On February 21, 2008, a purported class action complaint captioned Ervin, et al. v. OS Restaurant Services, Inc. was filed in the U.S. District Court, Northern District of Illinois (Case No.: 08-C-1091). This lawsuit alleges violations of state and federal wage and hour law in connection with tipped employees and overtime compensation and seeks relief in the form of unspecified back pay and attorney fees. It alleges a class action under state law and a collective action under federal law. While we intend to vigorously defend ourselves, it is not possible at this time to reasonably estimate the possible loss or range of loss, if any.

One of our subsidiaries received a notice of proposed assessment of employment taxes in March 2008 from the Internal Revenue Service (“IRS”) for calendar years 2004 through 2006. The IRS asserts that certain cash distributions paid to our general manager partners, chef partners, and area operating partners who hold partnership interests in limited partnerships with our affiliates should have been treated as wages and subjected to employment taxes. We believe that we have complied and continue to comply with the law pertaining to the proper federal tax treatment of partner distributions. We intend to file a protest of the proposed employment tax assessment. Because we are at a preliminary stage of the administrative process for resolving disputes with the IRS, we cannot, at this time, reasonably estimate the amount, if any, of additional employment taxes or other interest, penalties or additions to tax that would ultimately be assessed at the conclusion of this process. If the IRS examiner’s position were to be sustained, the additional employment taxes and other amounts that would be assessed would be material.

Trademarks and Service Marks

We regard our service marks, including “Outback Steakhouse”, “Carrabba’s Italian Grill,” “Fleming’s Prime Steakhouse and Wine Bar,” “Bonefish Grill,” and our “Bloomin’ Onion” trademark as having significant value and as being important factors in the marketing of our restaurants. We have also obtained a trademark for several other of our menu items, and the “No Rules. Just Right.,” “Aussie Mood Awesome Food.” and other advertising slogans. In addition, the overall layout, appearance and designs of our restaurants are valuable assets. We are aware of names and marks similar to our service marks being used by other persons in certain geographic areas in which we have restaurants. However, we believe such uses will not adversely affect us. Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement or dilution of our marks.

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MANAGEMENT

Below is a list of the names, ages and positions, and a brief account of the business experience, of the individuals who serve as our executive officers and as members of our board of managers (the “Board”). In addition, the individuals listed below also serve as the officers and directors of the Co-Issuer.

Name	Age	Position
Executive Officers
A. William Allen, III	48	Chief Executive Officer and Member of the Board of Managers
Paul E. Avery	48	Chief Operating Officer
Joseph J. Kadow	51	Chief Officer—Legal and Corporate Affairs and Executive Vice President
Dirk A. Montgomery	45	Chief Financial Officer
Jody L. Bilney	46	Chief Marketing Officer
Richard L. Renninger	40	Chief Development Officer
Michael W. Coble	60	President of Outback Steakhouse International, LLC
John W. Cooper	55	President of Bonefish Grill, LLC
Steven T. Shlemon	48	President of Carrabba’s Italian Grill, LLC
Jeffrey S. Smith	45	President of Outback Steakhouse of Florida, LLC
Board of Managers
Andrew Balson	41	Member of the Board of Managers
Robert D. Basham	61	Member of the Board of Managers
J. Michael Chu	51	Member of the Board of Managers
Philip Loughlin	40	Member of the Board of Managers
Mark Nunnelly	49	Member of the Board of Managers
Chris T. Sullivan	60	Member of the Board of Managers
Mark Verdi	41	Member of the Board of Managers

Mr. Allen has served as our Chief Executive Officer since March 2005, was a director of OSI Restaurant Partners, Inc. from April 2005 through June 2007, and has been a member of OSI’s board of managers since June 2007. From January 2004 to March 2005, Mr. Allen served as President of West Coast Concepts of OSI. He is a co-founder and was the President of Fleming’s Prime Steakhouse & Wine Bar from October 1999 until January 2004.

Mr. Avery has served as our Chief Operating Officer since March 2005. Mr. Avery was named President of Outback Steakhouse of Florida, Inc., a subsidiary of OSI, in April 1997. Mr. Avery served as a director of OSI Restaurant Partners, Inc. from April 1998 to April 2004.

Mr. Balson has served as a member of our board of managers since June 2007 and is a Managing Director of Bain Capital. Prior to joining Bain Capital in 1996, Mr. Balson was a consultant at Bain & Company, where he worked in the technology, telecommunications, financial services, and consumer goods industries. Previously Mr. Balson worked in the merchant Banking Group at Morgan Stanley & Co. and in the leveraged buyout group at SBC Australia.

Mr. Basham is a founder of OSI, was a director of OSI Restaurant Partners, Inc. from its formation in 1991 through June 2007, and has been a member of our board of managers since June 2007. Mr. Basham was Chief Operating Officer of OSI Restaurant Partners, Inc. from its formation in 1991 until March 2005, at which time he resigned as Chief Operating Officer and was appointed Vice Chairman until June 2007.

Ms. Bilney has served as our Chief Marketing Officer since January 2008. Ms. Bilney was named Chief Marketing Officer of Outback Steakhouse of Florida, LLC (“OSF”), a wholly-owned subsidiary of OSI, in October 2006 and served in that capacity until January 2008. Prior to joining the Company, Ms. Bilney was the Executive Vice President, Chief Marketing Officer at Openwave Systems from August 2005 until September 2006. From July 2002 until January 2005, Ms. Bilney was Executive Vice President, Chief Marketing Officer of Charles Schwab & Co., Inc.

Mr. Coble has served as President of Outback Steakhouse International, LLC, a wholly owned subsidiary of OSI, since January 2002 and as a director of that entity since April 2006. He also serves as a director of several

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other international subsidiaries including: Blooming Hong Kong Ltd., Outback Steakhouse Japan, Outback Steakhouse Korea, Outback Philippines Development Holding Corp. and Outback Steakhouse International Investments Co.

Mr. Chu has served as a member of our board of managers since June 2007 and is a Managing Partner and Co-Founder of Catterton. Prior to forming Catterton, in 1990, Mr. Chu held a variety of senior positions with First Pacific Company, a Hong Kong-based publicly listed investment and management company, which he joined in 1983. His positions at First Pacific included Vice President and Corporate Treasurer, First Pacific (Hong Kong); Director of Finance, Hagemeyer N.V. (Netherlands); Vice President and Treasurer, Hibernia Bank (San Francisco); Chief Operating Officer, Comtrad, Inc. (New York); and Chief Operating Officer, Doyle Graf Raj (New York), an advertising firm.

Mr. Cooper has served as President of Bonefish Grill, LLC, a wholly owned subsidiary of OSI, since August 2001.

Mr. Kadow has served as our Chief Officer—Legal and Corporate Affairs and Executive Vice President since April 2005, and General Counsel and Secretary since April 1994. Mr. Kadow also served as Senior Vice President from April 1994 to April 2005.

Mr. Loughlin has served as a member of our board of managers since June 2007 and is a Managing Director of Bain Capital. Prior to joining Bain Capital in 1996, Mr. Loughlin was Executive Advisor to the President of Eagle Snacks, Inc., where he helped manage the restructuring and liquidation of the company. Previously, Mr. Loughlin was a consultant at Bain & Company, where he worked in the telecommunications, industrial manufacturing and consumer products industries and also was a Product Manager at Norton Company.

Mr. Montgomery has served as our Chief Financial Officer since November 2005. Mr. Montgomery previously served as Retail Senior Financial Officer of ConAgra Foods, Inc. from November 2004 to October 2005. From 2000 to 2004, he was employed as Chief Financial Officer by Express, a subsidiary of Limited Brands, Inc.

Mr. Nunnelly has served as a member of our board of managers since June 2007 and is a Managing Director of Bain Capital. Prior to joining Bain Capital in 1990, Mr. Nunnelly was a Vice President of Bain & Company, with experience in the domestic, Asian and European strategy practices. Previously, Mr. Nunnelly worked at Procter & Gamble in product management. He also founded and had operating responsibility for several new ventures.

Mr. Renninger has served as our Chief Development Officer since January 2008. Mr. Renninger was Senior Vice President of Real Estate and Development of OSF from May 2005 to January 2008. Prior to June 2005, Mr. Renninger served as Vice President of Real Estate of Rare Hospitality International, Inc., and from 1992 to 2002, was employed as Vice President/Director of Real Estate and Vice President of Construction by Waffle House, Inc.

Mr. Shlemon has served as President of Carrabba’s Italian Grill, LLC, a wholly-owned subsidiary of OSI, since April 2000.

Mr. Smith has served as President of OSF since April 2007. Mr. Smith served as a Vice President of Bonefish Grill, LLC from May 2004 to April 2007, and as Regional Vice President—Operations of OSF from January 2002 to May 2004.

Mr. Sullivan is a founder of OSI, was a director of OSI Restaurant Partners, Inc. from its formation in 1991 through June 2007, and has been a member of our board of managers since June 2007. Mr. Sullivan was the Chairman of the Board of OSI Restaurant Partners, Inc. since its formation in 1991 until June 2007 and was the Chief Executive Officer of OSI Restaurant Partners, Inc. from 1991 until March 2005.

Mr. Verdi has served as a member of our board of managers since June 2007 and is an Operating Partner of Bain Capital in its Portfolio Group. Prior to joining Bain Capital in 2004, Mr. Verdi worked for IBM Global Services. While at IBM, he played a leadership role in the acquisition and integration of PricewaterhouseCoopers’ Management Consulting Group into IBM and led the Financial Services Business Transformation Outsourcing Group globally. Mr. Verdi was also Senior Vice President of Finance and Operations and a member of the Board of Directors at Mainspring, a public strategy consulting firm. Earlier in his career, he spent eight years with Price Waterhouse.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

On November 5, 2006, OSI Restaurant Partners, Inc. entered into a definitive agreement to be acquired by Kangaroo Holdings, Inc., which is controlled by an investor group comprised of affiliates of Bain Capital Partners, LLC and Catterton Partners, along with the Founders of the Company and certain members of management for $40.00 per share in cash. On May 21, 2007, this agreement was amended to increase the merger consideration to $41.15 per share in cash, payable to all shareholders except for the Founders, who instead rolled over a portion of their equity interest and received $40.00 per share for their remaining shares. Immediately following consummation of the Merger on June 14, 2007, the Company converted into a Delaware limited liability company named OSI Restaurant Partners, LLC and our shares of Common Stock ceased to be listed on the New York Stock Exchange. Upon completion of the Merger, the current membership of the Board was constituted, and a new compensation committee (the “Compensation Committee”) was formed. The Compensation Discussion and Analysis presented hereunder relates solely to the post-Merger period commencing on June 14, 2007. However, solely for informational purposes, the disclosure relating to our executive officers included in the “Summary Compensation Table” (the “Named Executive Officers”) includes a discussion of the compensation of such Named Executive Officers for the past two years, including pre-Merger compensation paid by OSI Restaurant Partners, Inc.

Compensation Philosophy and Objectives

The compensation of the Company’s executive officers is determined by the Compensation Committee of the Board. The Compensation Committee has the responsibility for all aspects of the compensation program for the executive officers. The Compensation Committee consists of Andrew Balson and J. Michael Chu, each of whom is affiliated with one of our current stockholders, and Chris T. Sullivan, a stockholder and founder of the Company. Messrs. Balson and Chu are Non-Employee Directors within the meaning of Rule 16b-3 under the Exchange Act and are each Outside Directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The primary objective of the Compensation Committee in determining executive compensation is to provide a competitive total compensation package that enables the Company to attract and retain qualified executives and create a strong incentive to increase the Company’s equity value.

The Company has historically provided, and intends to continue to provide, executive officers with a cash compensation package that compensates them below the median cash compensation in the marketplace based on the Compensation Committee’s knowledge of compensation practices within the industry and publicly available information. In addition, management has an opportunity to earn a significant amount of compensation based on its equity ownership in the Company. The Compensation Committee believes this ownership mentality contributes significantly to incentivize and motivate management to create stockholder value. In addition to the foregoing, the Compensation Committee also considered the following factors in setting total executive compensation:

• level of responsibility;

• individual experience;

• internal equity;

• the Company’s earnings and earnings growth;

• the Company’s size and complexity;

• the Company’s performance;

• the anticipated level of difficulty of replacing the executive;

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• individual performance;

• inflation and competitive considerations; and

• compensation relative to peers in the industry.

In light of the Compensation Committee’s objective and the overall responsibility of establishing, implementing and monitoring the executive compensation programs, the Compensation Committee determines executive compensation for Named Executive Officers and other key employees, including its operating unit presidents, consistent with a philosophy of compensating executive officers based on their responsibilities, the Company’s performance and the achievement of established annual goals. Salary and target bonus plans for all officers other than the Chief Executive Officer are recommended by management to the Compensation Committee for its approval. The primary components of the Company’s executive compensation program are (i) base salaries, (ii) bonuses solely based on financial performance, and (iii) grants of stock options, including predominantly performance based options to operating unit executives, although the executive compensation program is heavily weighted towards compensation through both cash bonuses that are 100% performance based and options. Each of these components operates within an integrated total compensation program to ensure that executives are compensated equitably, both from an internal and external perspective.

In addition, the Compensation Committee has overall responsibility for establishing, implementing, and monitoring the executive compensation program for our four “Chief”, or C-Level, executives and operating unit presidents. Salary and target bonus amounts as well as option awards for C-Level executives (other than the Chief Executive Officer) and operating unit presidents are recommended by management to the Compensation Committee for its approval. The Compensation Committee reviews management’s recommendations in light of each operating unit’s proposed budget and annual plan and each officer’s performance evaluations. The Compensation Committee then determines salaries and bonuses, and approves option awards, if any, for these operating units. Individual performance, including the performance of the executive officer’s business unit, if applicable, market conditions and other factors are considered in determining compensation.

Compensation Elements

The principal components of compensation for the Named Executive Officers consist of the following:

• base salary;

• performance-based cash incentives;

• long-term stock incentives; and

• other benefits and perquisites.

A significant percentage of total compensation was allocated to performance-based compensation as a result of the philosophy mentioned above. There was no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation. Rather, the Compensation Committee established the appropriate level and mix of incentive compensation based in part on market information, its view of internal equity and consistency and other relevant considerations, such as rewarding extraordinary performance.

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Base Salary

In furtherance of the compensation program objectives described above, the Board, upon the Compensation Committee’s recommendation, set the base salaries of the Named Executive Officers listed in the table below, effective June 14, 2007:

Name	Base Salary
A. William Allen III	$	1,060,875
Dirk A. Montgomery		472,000
Paul E. Avery		695,000
Joseph J. Kadow		497,640
Jeffrey S. Smith (1)		400,000

(1) Mr. Smith’s 2007 base salary was originally set at $185,000 and increased to $400,000 upon promotion to President of Outback Steakhouse of Florida, Inc. Mr. Smith’s compensation structure, as a concept president rather than C-Level executive, differs from the other Named Executive Officers as described throughout this Executive Compensation section.

Prior to the Merger, the compensation committee of OSI Restaurant Partners, Inc. (the “Pre-Merger Committee”) established an officer bonus plan (the “Officer Bonus Plan”) intended to provide incentives to Messrs. Allen, Montgomery, Avery and Kadow for achieving certain objective performance goals relating to increases in excess of the prior year based upon earnings before interest, taxes, depreciation and amortization (“EBITDA”) growth, which remained in place after the Merger. The aggregate bonus under this plan is capped at 100% of bonus potential at a 10% increase over prior year’s EBITDA. Additionally, Mr. Kadow participates with officers other than Messrs. Allen, Montgomery and Avery, in a kicker bonus pool of $2.0 million payable if EBITDA exceeds the prior year by certain threshold amounts. This program is designed to provide incentive pay only in the event performance objectives are met or exceeded and will be updated annually by the Compensation Committee based on changes in the business plan. Under the Officer Bonus Plan, the officers are eligible to earn a quarterly or yearly bonus based upon the Company meeting objective goals as stated above.

In 2007, the officers were eligible to receive cash incentive bonuses under the Officer Bonus Plan with a bonus potential as follows: Mr. Allen, 150% of base salary; Mr. Montgomery, 150% of base salary; Mr. Avery, 300% of base salary; and Mr. Kadow, 100% of base salary. Additionally, for Mr. Allen, EBITDA needed to increase more than 5% over the prior year for any bonus to be paid. For Mr. Allen, the bonus payout range began at 20% of bonus potential if EBITDA exceeded prior year by 5.1% and reached 100% of potential bonus if EBITDA exceeded prior year by 15%. For Messrs. Montgomery, Avery and Kadow, the bonus payout range began at 20% of bonus potential if EBITDA exceeded prior year by 1.1% and reached 100% of bonus potential if EBITDA exceeded prior year by 10%. Amounts paid to these officers under the Officer Bonus Plan for performance in 2006 and 2007 are reflected in the “Summary Compensation Table.”

For 2008, the Officer Bonus Plan has been modified to be based on achievement of specified, planned levels of EBITDA instead of being based on increases in EBITDA over the prior year. The officers are eligible to receive cash incentive bonuses under the Officer Bonus Plan for 2008 with a bonus potential as follows: Mr. Allen, 150% of base salary; Mr. Montgomery, 150% of base salary; Mr. Avery, 300% of base salary; and Mr. Kadow, 100% of base salary. The bonus payout range begins at 20% of bonus potential if 2008 EBITDA is $410 million and reaches 100% of bonus potential if 2008 EBITDA is $440 million. However, should the specified, planned EBITDA levels be exceeded, the officers will receive a bonus potential in excess of the above percentages. Specifically, the bonus potential is increased to 150% if 2008 EBITDA is $460 million and 200% if 2008 EBITDA is $480 million or greater.

The Pre-Merger Committee established a quarterly concept bonus plan (the “Quarterly Concept Bonus Plan”) intended to provide incentives to concept executives for achieving certain objective performance goals relating to net income for the concept for which he was responsible. The bonus was calculated as a factor of

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pre-tax income. Prior to April 12, 2007, Mr. Smith was eligible to receive a quarterly cash incentive bonus under the Quarterly Concept Bonus Plan as Vice-President of Bonefish Grill with a target amount of $70,000 per quarter based on financial and subjective measures. Financial measurements constituted 50% of the target bonus and were based on improvements in income before taxes (“IBT”) over the prior year with planned IBT as the target to achieve 100% bonus potential. If IBT growth exceeded plan then bonus in excess of 100% was calculated in proportion to the excess. The subjective measurements constituted 50% of the target bonus and were based on the development and execution of concept strategies. Mr. Smith was promoted to President of Outback Steakhouse of Florida, Inc. on April 12, 2007, resulting in a new base salary of $400,000 annually and a new target bonus of $100,000 per quarter. Amounts paid to Mr. Smith for performance in 2007 are reflected in the “Summary Compensation Table.”

After the Merger, the Quarterly Concept Bonus Plan for Mr. Smith remains unchanged with a target bonus of $100,000 quarterly. The bonus calculation is based on an adjusted EBITDA comparison of actual to planned results with a bonus potential of more or less than $100,000 each quarter based on the Outback Steakhouse concept’s adjusted EBITDA results. Amounts paid to Mr. Smith for performance in 2007 are reflected in the “Summary Compensation Table.”

In 2008, an additional bonus opportunity (the “Blueprint Initiatives”) has been created to encourage key employees (director-level and above), including the Named Executive Officers. The Blueprint Initiatives represent strategic initiatives focused on achievement of annual financial plans and improvement of profit contribution in 2008 and beyond. The allocation of this bonus, if any, by eligible employee is currently under review by the Compensation Committee. In addition, Mr. Avery has a separate bonus opportunity (incremental to that above) of up to $400,000. The bonus will be paid pro-rata starting at $300,000 for $50 million of identifiable Company cost savings up to $400,000 for $80 million of identifiable Company cost savings.

Long-Term Stock Incentives

Restricted Stock: On June 14, 2007, in conjunction with the Merger, shares of restricted stock held prior to the Merger were exchanged for restricted stock in the Parent for the Named Executive Officers listed below. The awards vest 20% each year over five years on the anniversary date of the Merger.

Number of shares of restricted stock granted on June 14, 2007:

Name	Restricted Shares Granted (#)	Fair Value On Grant Date
A. William Allen III	1,851,750	$	18,328,500
Dirk A. Montgomery	411,500		4,073,000
Paul E. Avery	1,234,500		12,345,000
Joseph J. Kadow	308,625		3,054,750

Number of shares of restricted stock exchanged on June 14, 2007:

Name	Restricted Shares Exchanged (#)	Market Value On Exchange Date
A. William Allen III	450,000	$	18,517,500
Dirk A. Montgomery	100,000		4,115,000
Joseph J. Kadow	75,000		3,086,250

See the “Grants of Plan-Based Awards for Fiscal 2007—Restricted Stock” table for additional information regarding 2007 restricted stock grants and the “Restricted Stock Exchanged and Option Agreements Cancelled for Fiscal 2007—Restricted Stock Exchanged” table for additional information on restricted stock.

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Stock Options: On June 14, 2007, in conjunction with the Merger, our Parent adopted the Kangaroo Holdings, Inc. 2007 Equity Incentive Plan (the “Equity Plan”). In addition, certain specific grants under the Equity Plan to key employees were approved by our Board, and the stockholders granted the Board authority to make grants to other eligible participants in the future. The Equity Plan has been established to advance the interests of OSI and its affiliates by providing for the grant to eligible participants (key employees and directors of, and consultants and advisors to, OSI or its affiliates) of equity-based awards. Awards under the Equity Plan are intended to align the long-term incentives of our executives and stockholders.

The Named Executive Officers listed below received stock option grants on June 14, 2007 under the Equity Plan in conjunction with the Merger. The stock option grants have an exercise price of $10.00 per share, as determined to be fair market value on the date of grant. Shares vest 20% annually over five years. The Equity Plan contains a call provision that allows our Parent to repurchase all shares purchased through exercise of stock options upon termination of employment at the lower of exercise cost or fair market value at any time prior to the earlier of an initial public offering or a change of control. If an employee terminates employment as a result of death or disability, for other than cause or for good reason, then under this call provision, our Parent may repurchase the stock for fair market value. As a result of the call provision, the Company does not record stock option expense for options nor does it have any unrecognized, pre-tax compensation expense related to non-vested stock options at December 31, 2007. See the “Grants of Plan-Based Awards for Fiscal 2007—Stock Options” table for additional information regarding 2007 stock option grants.

Number of shares of common units underlying the June 14, 2007 Stock Option Grants:

Name	Stock Options (#)
A. William Allen III	497,482
Dirk A. Montgomery	153,071
Paul E. Avery	459,214
Joseph J. Kadow	319,810

Change in Control Payments: Each of Messrs. Allen, Montgomery, Avery, Kadow and Smith are entitled to certain benefits and payments upon separation. See the “Potential Payments upon Termination or Change in Control – Executive Benefits and Payments upon Separation” table for amounts payable under employment agreements at the end of fiscal 2007.

In conjunction with the Merger, the Named Executive Officers listed below received payments for the cancellation of stock option agreements on June 14, 2007. The payment for cancellation of stock options was calculated by multiplying the intrinsic value with the number of options cancelled. The intrinsic value is the excess of the market value over the exercise price based on the June 14, 2007 merger consideration of $41.15 per share. These amounts are included as “Change of Control Payments” in the “Summary Compensation Table.”

Name	Stock Options Cancelled (Shares) (#)	Stock Options Intrinsic Value		Change In Control Intrinsic Value Payment
A. William Allen III	300,000	$	3,828,000	$	3,828,000
Paul E. Avery	883,000		11,448,450		11,448,450
Joseph J. Kadow	225,000		2,384,000		2,384,000
Jeffrey S. Smith	115,000		510,400		510,400

Other Benefits and Perquisites

Our Named Executive Officers also receive certain other benefits and perquisites. These benefits include the payment of life insurance premiums, Company-paid medical benefits, automobile allowances, personal use of corporate aircraft (except Mr. Smith), and, in some cases, reimbursement for income taxes on taxable benefits.

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The Compensation Committee and the Board believe that by continuing a number of the perquisites the Named Executive Officers received prior to the Merger is an important element in retaining those individuals.

We entered into a Split Dollar Agreement and Limited Collateral Assignment (“Split Dollar Agreements”) as of November 7, 1999, with a trust established by Mr. Avery, pursuant to which we were to pay the premium costs of life insurance policies that pay a death benefit of not less than $5 million to one or more members of Mr. Avery’s family upon his death. Under the Split Dollar Agreements, we were to pay that portion of each annual policy premium that, in general terms, is equal to the annual increase in the cash value of the policy. We could have caused the Split Dollar Agreements to be terminated and the policies to be surrendered at any time upon 30 days prior notice. Upon surrender of the policy or payment of the death benefit under the policy, we were entitled to repayment from Mr. Avery of an amount equal to the cumulative premiums we previously paid, with all remaining payments to be made to his trust. We ceased paying the premiums for the split dollar policies in 2001. In 2005, we entered into an Endorsement Split Dollar Agreement with Mr. Avery pursuant to which the collateral assignments were released and the ownership of the policies was transferred to us. The beneficiary of the policies was changed to the Company to the extent of premiums paid or the cash value, whichever is greater with the balance being paid to a personal beneficiary designated by Mr. Avery. Upon our surrender of the policy we will retain all of the cash value, however upon payment of a death claim, we intend to retain an amount equal to the cumulative premiums we previously paid or the cash value, whichever is greater, and pay the balance of the stated death benefit to the beneficiary designated by Mr. Avery. The Company is obligated to maintain the death benefit in effect regardless of continued employment once Mr. Avery has provided seven years of service with credit for service prior to issuance of the policies. Mr. Avery has fulfilled in excess of seven years of service.

Additionally, in March 2006 we acquired endorsement split dollar life insurance policies with a $5 million death benefit for each of Messrs. Allen, Montgomery and Kadow. The beneficiary of the policies is the Company to the extent of premiums paid or the cash value, whichever is greater with the balance being paid to a personal beneficiary designated by the executive officer. Upon our surrender of the policy we will retain all of the cash value, however upon payment of a death claim, we intend to retain an amount equal to the cumulative premiums we previously paid or the cash value, whichever is greater, and pay the balance of the stated death benefit to the beneficiary designated by the executive officer. The Company is obligated to maintain the death benefit in effect regardless of continued employment once the executive officer has provided seven years of service with credit for service prior to issuance of the policies. Messrs. Allen and Kadow have fulfilled in excess of seven years of service.

Effective October 1, 2007, the Company implemented a deferred compensation plan for its highly-compensated employees who are not eligible to participate in the OSI Restaurant Partners, Inc. Salaried Employees 401(K) Plan and Trust. The deferred compensation plan allows highly compensated employees to contribute from 5% to 90% of their base salary and/or up to 100% of bonus on a pre-tax basis to an investment account consisting of 12 different investment fund options. From time to time, the Company may make a discretionary Company contribution to the plan on behalf of an eligible employee. In the event of the employee’s termination of employment other than by reason of disability or death, the employee shall be entitled to receive the full balance of their account. The benefits shall be paid in a single lump sum unless the employee has completed either five years of participation or ten years of service as of the date of termination of employment, in which case, the account shall be paid as elected by the employee in equal annual installments over a specified period of two to 15 years. If the employee terminates due to death or disability prior to commencement of benefits, the Company shall pay to the employee’s beneficiary a death benefit equal to the full balance of their account.

Change in Control and Termination Benefits

See the section “Potential Payments upon Termination or Change in Control” for a discussion of these benefits.

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Tax and Accounting Implications

Deductibility of Executive Compensation

Since the Merger, the equity securities of OSI are no longer publicly held; accordingly, Section 162(m) of the Internal Revenue Code no longer applies to OSI.

Accounting for Stock-Based Compensation

We account for stock-based payments in accordance with the requirements of SFAS No. 123R.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Andrew Balson, J. Michael Chu and Chris T. Sullivan. Bain Capital Investors, LLC and its affiliates are shareholders of the Company and Mr. Balson is a Managing Director of Bain Capital Partners, LLC. Mr. Chu is a director of the Company and an officer of Catterton Partners. Catterton Partners and its affiliates are shareholders of the Company and Mr. Chu is a Managing Partner and Co-Founder of Catterton Partners. Mr. Sullivan is a founder, shareholder and director of the Company.

The Company also entered into a management agreement with Kangaroo Management Company I, LLC (the “Management Company”), whose members are the Founders and entities affiliated with Bain Capital and Catterton. In accordance with the terms of the agreement, the Management Company will provide management services to the Company until the tenth anniversary of the consummation of the Merger, with one-year extensions thereafter until terminated. The Management Company will receive an aggregate annual management fee equal to $9.1 million and reimbursement for out-of-pocket expenses incurred by it, its members, or their respective affiliates in connection with the provision of services pursuant to the agreement. The management agreement and the financial advisory agreement include customary exculpation and indemnification provisions in favor of the Management Company, Bain Capital and Catterton and their respective affiliates. The management agreement and the financial advisory agreement may be terminated, respectively, by the Company, Bain Capital and Catterton at any time and will terminate automatically upon an initial public offering or the consummation of a change of control transaction involving the Company, unless the Company and the counterparty(s) determine otherwise.

The parents and certain siblings of Mr. Sullivan made investments in the aggregate amount of approximately $131,000 in three unaffiliated limited partnerships that own and operate three Outback Steakhouse restaurants pursuant to franchise agreements with Outback Steakhouse of Florida, Inc. and received distributions of de minimis amounts from these limited partnerships during the past year.

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Summary Compensation Table

The following table summarizes the compensation for fiscal 2007 and, for informational purposes only, fiscal 2006 paid by us or, prior to the Merger, by OSI Restaurant Partners, Inc., or earned by, our Named Executive Officers.

Name and Principal Position	Year	Salary		Bonus (1)		Restricted Stock Awards (2)		Option Awards (2)		Non-equity Incentive Plan Compen- sation (3)		All Other Compen- sation (4)		Total
A. William Allen III Chief Executive Officer (Principal Executive Officer)	2007	$	943,875	$	1,473,000	$	9,816,574	$	1,516,701	$	178,411	$	4,336,181	$	18,264,742
	2006		787,500				3,365,647		649,761		59,063		64,361		4,926,332
Dirk A. Montgomery Chief Financial Officer (Principal Financial and Accounting Officer)	2007		446,000		611,000		1,908,993		—		208,500		2,750		3,177,243
	2006		400,000				641,928		—		90,000		20,337		1,152,265
Paul E. Avery Chief Operating Officer	2007		695,000		1,360,000		1,352,877		600,408		625,500		11,530,877		16,164,662
	2006		661,500				—		726,777		297,675		33,655		1,719,607
Joseph J. Kadow Executive Vice President, Chief Officer-Legal and Corporate Affairs	2007		478,140		554,500		1,348,950		551,303		147,342		2,392,750		5,472,985
	2006		436,800				587,671		268,563		65,520		7,575		1,366,129
Jeffrey S. Smith President of subsidiary Outback Steakhouse of Florida, LLC	2007		333,846		37,500		—		483,082		245,197		515,200		1,614,825

(1) Bonus amounts paid in conjunction with the Merger.

(2) Restricted stock and option awards consist of non-cash compensation and goodwill recognized in the Company’s financial statements in accordance with SFAS No. 123R with respect to awards granted in 2007 and earlier fiscal years. Restricted stock and option awards are expensed on a straight-line basis over the estimated life of the award. Goodwill was recognized in 2007 for shares of restricted stock granted in conjunction with the Merger related to pre-merger vesting for Messrs. Allen ($7,060,239), Montgomery ($1,316,751) and Kadow ($795,072). The restricted stock awards and goodwill are valued at the fair value of the common stock on the date of the grant. Non-cash compensation costs for 2007 include SFAS 123(R) amounts accelerated at the time of the Merger relating to the acceleration of stock options held by Messrs. Allen ($1,222,974), Avery ($344,420), Kadow ($429,897) and Smith ($356,837). The option awards are valued at fair value using the Black-Scholes option pricing model. There was no post-merger SFAS 123(R) expense.

(3) Non-equity incentive payments made to Messrs. Allen, Montgomery, Avery and Kadow represent amounts earned under the Officer Bonus Plan. Non-equity incentive payments to Mr. Smith represent amounts earned under the Quarterly Concept Bonus Plan. See “Compensation Discussion and Analysis” for a discussion of the plans for 2007 and 2006.

(4) The following table reflects the components of this column.

Name	Year	Change In Control Payments (a)		Life Insurance		Auto		Airplane (b)		Reimburse Other Expenses (c)		Total
A. William Allen III	2007	$	3,828,000	$	3,300	$	4,800	$	123,665	$	376,416	$	4,336,181
	2006		—		2,325		4,800		57,236		—		64,361
Dirk A. Montgomery	2007		—		2,750		—		—		—		2,750
	2006		—		2,213		—		—		18,124		20,337
Paul E. Avery	2007		11,448,450		3,500		4,800		74,127		—		11,530,877
	2006		—		3,478		4,800		25,377		—		33,655
Joseph J. Kadow	2007		2,384,000		3,950		4,800		—		—		2,392,750
	2006		—		2,775		4,800		—		—		7,575
Jeffrey S. Smith	2007		510,400		—		4,800		—		—		515,200

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(a) The amounts in this column reflect the dollar amounts received by the Named Executive Officers pursuant to the cancellations of stock options and certain earnings on restricted stock grants in connection with the Merger.

(b) The amounts in this column reflect the aggregate incremental cost of personal use of the company aircraft based on an hourly charge, determined to include the cost of fuel and other variable costs associated with the particular flights. Since the Company’s aircraft are primarily for business travel, we do not include the fixed costs that do not change based on usage, including the cost to purchase the aircraft and the cost of maintenance not related to trips.

(c) The amounts paid to Mr. Allen reflects a reimbursement to Mr. Allen for personal interest ($239,400) and the related tax gross-ups ($137,016) associated with loans for the prior year exercise of stock options. The amount paid to Mr. Montgomery in 2006 was for relocation costs.

Grants of Plan-Based Awards for Fiscal 2007

Restricted Stock

The following table summarizes the restricted stock awards for fiscal 2007 earned or exchanged by our Named Executive Officers.

Name	Grant Date	Estimated Future Payouts Under Equity Incentive Plan Awards (Number of Shares) (#)				Fair Value On Grant Date
		Threshold	Target		Maximum
A. William Allen III	6/14/2007		1,851,750	(1)		$	18,328,500
Dirk A. Montgomery	6/14/2007		411,500	(1)			4,073,000
Paul E. Avery	6/14/2007		1,234,500	(2)			12,345,000
Joseph J. Kadow	6/14/2007		308,625	(1)			3,054,750

(1) Consists of restricted stock received in exchange for pre-merger restricted stock, valued at $9.90 per share. The grant date value per share was calculated based on the $10.00 exchange price used in the rollover of restricted stock grants at the time of the Merger factored by the ratio of (i) the average trade value of $40.73 per share as traded on the New York Stock Exchange immediately prior to the Merger, to (ii) the market value of the Common Stock on the date of the Merger of $41.15 per share. The awards vest 20% annually over five years on the anniversary date of the grant, and grants are fully vested upon an initial public offering or a change in control.

(2) Consists of a Restricted Stock award valued at $10.00 per share, the fair value per share on the date of the grant. The award vests 20% annually over five years on the anniversary date of the grant.

Stock Options

The following table summarizes the stock option awards under the Equity Plan for fiscal 2007 earned by our Named Executive Officers.

Name	Grant Date	Estimated Future Payouts Under Equity Incentive Plan Awards (Number of Shares) (#)				Exercise Price of Option Awards ($/Sh)		Fair Value on Grant Date
		Threshold	Target		Maximum
A. William Allen III	6/14/2007		497,482	(1)		$	10.00	$	2,661,529	(1)
Dirk A. Montgomery	6/14/2007		153,071	(1)			10.00		818,930	(1)
Paul E. Avery	6/14/2007		459,214	(1)			10.00		2,456,795	(1)
Joseph J. Kadow	6/14/2007		319,810	(1)			10.00		1,710,984	(1)
Jeffrey S. Smith	10/25/2007		144,000	(2)			10.00		756,000	(2)
Jeffrey S. Smith	10/25/2007	—	155,000	(3)	155,000		10.00		813,750	(3)

(1) Fair value of stock options of $5.35 as calculated under SFAS No. 123R; vesting at 20% on each anniversary date for five years. There were no threshold or maximum amounts.

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(2) Fair value of stock options of $5.25 as calculated under SFAS No. 123R; vesting at 20% on each anniversary date from December 31, 2007 for five years. There were no threshold or maximum amounts.

(3) Fair value of stock options of $5.25 as calculated under SFAS No. 123R; vesting on December 31, 2012 based on the financial performance of the concept brand managed. Specifically, EBITDA during the vesting period will be compared to forecast resulting in a graded vesting based on the growth attained. The threshold is zero and the maximum amount is 155,000 upon certain criteria being met.

Outstanding Equity Awards at Fiscal Year-End

Restricted Stock Awards

The following table summarizes unvested restricted stock awards for each Named Executive Officer as of December 31, 2007. The holder of restricted stock has the right to vote and receive dividends with respect to the shares, but may not transfer or otherwise dispose of the shares. The unvested portion of each restricted stock award is subject to forfeiture if the holder’s employment terminates prior to vesting.

	Shares of Restricted Stock Awards That Have Not Vested
Name	Number of Shares (#) (1)	Fair Value (2)
A. William Allen III	1,851,750	$	18,517,500
Dirk A. Montgomery	411,500		4,115,000
Paul E. Avery	1,234,500		12,345,000
Joseph J. Kadow	308,625		3,086,250

(1) Grants were awarded on June 14, 2007, vest 20% annually over five years on the anniversary date of the grant and are fully vested upon an initial public offering or a change in control. See “Potential Payments upon Termination or Change in Control” for additional information regarding vesting.

(2) Fair value was calculated by multiplying the estimated value of $10.00 on December 31, 2007 by the number of shares.

Stock Options

The following table summarizes outstanding stock options for each Named Executive Officer as of December 31, 2007:

Name	Number of Securities Underlying Unexercised Options (Number of Shares) (#)			Option Exercise Price Per Share		Option Expiration Date
	Exercisable	Unexercisable (1)
A. William Allen III	—	497,482	(2)	$	10.00	06/14/17
Dirk A. Montgomery	—	153,071	(2)		10.00	06/14/17
Paul E. Avery	—	459,214	(2)		10.00	06/14/17
Joseph J. Kadow	—	319,810	(2)		10.00	06/14/17
Jeffrey S. Smith	—	144,000	(3)		10.00	10/25/17
Jeffrey S. Smith	—	155,000	(4)		10.00	10/25/17

(1) See “Potential Payments upon Termination or Change in Control” for additional information regarding vesting.

(2) Unexercisable options vest 20% over five years on each anniversary date.

(3) Fair value of stock options of $5.25 as calculated under SFAS No. 123R; vesting at 20% on each anniversary date from December 31, 2007 for five years. There were no threshold or maximum amounts.

(4) Unexercisable options vest on December 31, 2012 based on the financial performance of the concept brand managed. Specifically, EBITDA during the vesting period will be compared to forecast resulting in a graded vesting based on the growth attained. The threshold is zero and the maximum amount is 155,000 upon certain criteria being met.

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Restricted Stock Vested and Option Exercises for Fiscal 2007

There was no vesting of restricted stock grants or stock option exercises during fiscal 2007.

Restricted Stock Exchanged and Option Agreements Cancelled for Fiscal 2007

Restricted Stock Exchanged

On June 14, 2007, in conjunction with the Merger, shares of unvested restricted stock awarded in prior years were exchanged for restricted stock of our Parent. The conversion ratio was based on $41.15 per share, the Merger price. The following table reflects unvested restricted stock grants of the Named Executive Officers just prior to the Merger:

Name	Restricted Shares Exchanged (#)	Market Value on Cancellation Date
A. William Allen III	450,000	$	18,517,500
Dirk A. Montgomery	100,000		4,115,000
Joseph J. Kadow	75,000		3,086,250

Stock Option Agreements Cancelled

On June 14, 2007, in conjunction with the Merger, all stock option agreements were cancelled and converted into cash or cash rights. The payment for cancellation of stock options was calculated by multiplying the intrinsic value with the number of options cancelled. The intrinsic value is the excess of the market value over the exercise price based on a market price of $41.15 per share. The following table details the payments to our Named Executive Officers for the cancellation of stock option agreements:

Name	Original Grant Date	Stock Options Cancelled (shares)(#) (a)	Intrinsic Value Per Share (b)		Stock Option Change In Control Payment (c) = (a) x (b)
A. William Allen III	07/24/02	300,000	$	12.76	$	3,828,000
Paul E. Avery	07/23/97	83,000		26.15		2,170,450
	02/02/00	200,000		16.21		3,242,000
	04/25/01	300,000		13.09		3,927,000
	01/22/03	300,000		7.03		2,109,000
		883,000			$	11,448,450
Joseph J. Kadow	01/27/99	100,000		16.28		1,627,500
	07/24/02	50,000		12.76		638,000
	10/27/04	75,000		1.58		118,500
		225,000			$	2,384,000
Jeffrey S. Smith	07/24/02	40,000		12.76		510,400
	04/21/04	75,000		—		—
		115,000			$	510,400

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Pension Benefits

The Company does not sponsor any defined benefit pension plans.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

The following table summarizes current year contributions to the Company’s Deferred Compensation Plan by each of the Named Executive Officers along with losses for the year and the balance as of December 31, 2007. The Named Executive Officer is fully vested in all contributions to the plan. The amounts listed as executive contributions are included as “Salary” in the “Summary Compensation Table.” Earnings and losses of the Deferred Compensation Plan are not included in the “Summary Compensation Table.”

Name	Executive Contributions in 2007		Aggregate Losses In 2007		Aggregate Balance at December 31, 2007 (1)
Dirk A. Montgomery	$	41,935	$	881	$	41,054
Joseph J. Kadow		120,582		669		119,913

(1) 2007 was the initial plan year.

Potential Payments upon Termination or Change in Control

Rights and Potential Payments Upon Termination or Change in Control

Effective as of June 14, 2007, the Merger closing date, each of Messrs. Allen, Montgomery, Avery, and Kadow executed an amended and restated employment agreement with the Parent. In the event of a termination of employment by Parent without cause or a termination by the executive for good reason, the executive will be entitled to receive as full and complete severance compensation, an amount equal to the sum of (i) the base salary then in effect plus, (ii) the average of the three most recent annual bonus paid to the executive, such severance payable in 12 equal monthly installments from the effective date of such termination, (iii) any accrued but unpaid bonus in respect of the fiscal year preceding the year is which such termination of employment occurred, (iv) continuation for one year of medical, dental and vision benefits generally available to executive officers and (v) full vesting of life insurance benefits and benefit continuation for one year following such termination.

Additionally, Mr. Smith is party to an employment agreement providing for severance benefits. In the event of a termination of employment by the Company for any reason or no reason, Mr. Smith will be entitled to one times annual base salary then in effect payable in bi-weekly installments from the effective date of such termination.

Deferred Compensation Plans

Effective October 1, 2007, the Company implemented a Deferred Compensation Plan for its highly-compensated employees who are not eligible to participate in the OSI Restaurant Partners, Inc. Salaried Employees 401(K) Plan and Trust, as described in the “Compensation Elements—Other Benefits and Perquisites” section. There are no special change in control provisions related to this plan.

Tax Gross-Up

Unlike prior employment agreements in place with OSI Restaurant Partners, Inc., none of the amended and restated employment agreements with Messrs. Allen, Montgomery, Avery and Kadow provide for a “conditional gross-up” for excise and related taxes in the event the severance compensation and other payments or distributions to an executive pursuant to an employment agreement, stock option agreement, restricted stock agreement or otherwise that would constitute “excess parachute payments,” as defined in Section 280G of the Internal Revenue Code, as amended (the Code). However, if there occurs a transaction that constitutes a “change

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of control” under Treasury Regulations 1.280G-1, the Company and the executives have agreed to use commercially reasonable best efforts to take such actions as may be necessary to avoid the imposition of any excise tax imposed by Section 4999 of the Code on the executive, including seeking to obtain stockholder approval in accordance with the terms of Section 280G(b)(5) of the Code.

Stock Option Plans and Restricted Stock Grants

Pursuant to agreements with each of Messrs. Allen, Montgomery, Avery and Kadow, the options owned by each of them will become fully vested and exercisable if the executive is terminated by the Company without cause, resigns for good reason, dies or suffers a disability.

Pursuant to agreements with each of Messrs. Allen, Montgomery, Avery and Kadow the restricted stock owned by each of them will become fully vested and all restrictions will lapse if the executive is terminated by the Company without cause, resigns for good reason, dies or suffers a disability, or upon a change of control.

Life Insurance

We maintain endorsement split dollar life insurance policies with a $5 million death benefit for each of Messrs. Allen, Avery, Montgomery and Kadow. The beneficiary of the policies is the Company to the extent of premiums paid or the cash value, whichever is greater with the balance being paid to a personal beneficiary designated by the executive officer. Upon our surrender of the policy we retain all of the cash value, however upon payment of a death claim, we intend to retain an amount equal to the cumulative premiums we previously paid or the cash value, whichever is greater, and pay the balance of the stated death benefit to the beneficiary designated by the executive officer. The Company is obligated to maintain the death benefit in effect regardless of continued employment once the executive has provided seven years of service with credit for service prior to issuance of the policies. Messrs. Allen, Avery and Kadow have fulfilled in excess of seven years of service.

In the event of termination by the Parent without cause or a termination by the executive for good reason, the Parent will pay the remaining premiums under the policy terms and the executive will become fully vested.

Executive Benefits and Payments Upon Separation

The table below reflects the amount of compensation, payable under the amended and restated employment agreements described above, to the individuals serving as Named Executive Officers as of the end of fiscal 2007 in the event we terminate their employment with us in circumstances of involuntary termination, voluntary termination, death or disability, or change in control. The amounts shown assume that such termination was effective as of December 31, 2007. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company, if applicable:

Name	Executive Payments and Benefits Upon Separation ($) (2)
A. William Allen III	Salary	$	1,060,875
	Bonus		348,683
	Health and Welfare Benefits		5,448
	Restricted Stock		18,517,500	(1)
	Total	$	19,932,506
Dirk A. Montgomery	Salary	$	472,000
	Bonus		149,250
	Health and Welfare Benefits		6,400
	Restricted Stock		4,115,000	(1)
	Total	$	4,742,650

(continued. . .)

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Name	Executive Payments and Benefits Upon Separation ($) (2)
Paul E. Avery	Salary	$	695,000
	Bonus		724,392
	Health and Welfare Benefits		7,796
	Restricted Stock		12,345,000	(1)
	Total	$	13,772,188
Joseph J. Kadow	Salary	$	497,640
	Bonus		89,897
	Health and Welfare Benefits		7,796
	Restricted Stock		3,086,250	(1)
	Total	$	3,681,583
Jeffrey S. Smith	Salary	$	400,000	(3)
	Total	$	400,000

(1) Unvested restricted stock is automatically and immediately forfeited for Messrs, Allen, Montgomery, Avery and Kadow upon termination of employment. As of December 31, 2007 none of the restricted stock awards have vested. However, the following circumstances will cause the restricted stock awards to vest immediately: (a) termination (i) upon death or disability, (ii) by the Company without cause or (iii) by the executive for good reason, or (b) upon the change of control, as defined. The fair market value of the unvested restricted stock due the executives under these circumstances is determined as the number of restricted shares times $10, which is the fair market value of the Company’s stock at December 31, 2007.

(2) Upon termination, the following will occur for stock option awards for Messrs. Allen, Montgomery, Avery, Kadow and Smith: (a) unvested stock option awards will be forfeited, (b) vested and exercisable stock option awards will remain exercisable (i) for one year in the case of a termination of employment resulting from death or disability, or (ii) for 90 days following a termination of employment for any other reason and (c) notwithstanding 2(b) above, the stock option awards will immediately terminate if the executive is terminated by the Company for cause. Options become fully vested and exercisable upon the occurrence of a change in control, as defined, termination by the Company without cause or by the executive with good reason. At December 31, 2007 there is no intrinsic value for the unvested stock option awards due the executives under these circumstances as all the unvested stock option awards have an exercise price of $10, which is also the fair market value of the Company’s stock at December 31, 2007.

(3) Effective January 1, 2008, Jeffrey S. Smith’s salary increased to $500,000.

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Director Compensation

At June 14, 2007, upon completion of the Merger, the current membership of the Board was constituted to serve both as the board of directors of Kangaroo Holdings, Inc. and the board of managers of OSI Restaurant Partners, LLC. The members of the Board are not compensated.

Amounts earned and paid to members of the Board in 2007 for their service as members of the Board are as follows:

Name	Employee Compensation (b)		Life Insurance		Car Allowance		Total
A. William Allen III	$	*	$	*	$	*	$	*
Andrew Balson (a)		—		—		—		—
Robert D. Basham (c)		137,500		8,113		2,750		148,363
Ian Blasco (a) (b)		—		—		—		—
J. Michael Chu (a)		—		—		—		—
Philip Loughlin (a)		—		—		—		—
Mark Nunnelly (a)		—		—		—		—
Chris T. Sullivan (c)		137,500		8,113		2,750		148,363
Mark Verdi (a)		—		—		—		—

* Please see “Summary Compensation Table”

(a) These members are associated with Bain Capital Partners, LLC or Catterton Management Company, LLC, and therefore, do not receive compensation for services.

(b) Mr. Blasco was a member of our board of managers from June 2007 to April 2008, when he resigned as a Principal of Bain Capital Partners, LLC and as a member of the Board

(c) These amounts were earned and paid in 2007. Mr. Basham and Mr. Sullivan are Founders of the Company and each have an employment agreement with the Company providing for $300,000 annual compensation along with other benefits customarily available to our executives. Mr. Sullivan and Mr. Basham do not have any bonus opportunities.

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PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP

All of the outstanding membership interests of OSI Restaurant Partners, LLC are held by OSI HoldCo, Inc. OSI HoldCo I, Inc. holds all of the outstanding stock of OSI HoldCo, Inc. OSI HoldCo II, Inc. holds all of the outstanding stock of OSI HoldCo I, Inc. Kangaroo Holdings, Inc., referred to herein as Parent, holds all of the outstanding stock of OSI HoldCo II, Inc.

The following table sets forth, as of May 1, 2008, the number and percentage of shares of Parent common stock beneficially owned by (i) each person known to us to beneficially own more than 5% of the outstanding shares of common stock of Parent, (ii) each of the members of our Board, (iii) each of our Named Executive Officers and (iv) all our members of the Board and executive officers as a group. The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the shares of common stock underlying options beneficially owned by that person that are exercisable within 60 days following May 1, 2008. The beneficial ownership percentages reflected in the table below are based on 106,573,193 shares of our common stock outstanding as of May 1, 2008.

Notwithstanding the beneficial ownership of common stock presented below, various stockholder agreements govern the stockholders’ exercise of their voting rights with respect to the election of members of the Board and certain other material events. The parties to these stockholders agreements have agreed to vote their shares to elect the Board as set forth therein. See “Certain Relationships and Related Party Transactions.”

Except as described in the agreements mentioned above or as otherwise indicated in a footnote, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise indicated in a footnote, the address for each individual listed below is c/o OSI Restaurant Partners, LLC, 2202 N. West Shore Blvd., Suite 500, Tampa, FL 33607.

Name of Beneficial Owner	Amount and Nature of Beneficially Owned (1)	Percent of Class
Bain Capital Investors, LLC and Related Funds (1)	70,075,000	65.8	%
Catterton Partners and Related Funds (2)	14,500,000	13.6	%
A. William Allen, III (3)	1,951,246	1.8	%
Paul E. Avery (4)	1,326,342	1.2	%
Joseph J. Kadow (5)	392,587	*
Dirk A. Montgomery (6)	442,114	*
Jeffrey S. Smith (7)	45,000	*
Andrew B. Balson (1) (8)	70,075,000	65.8	%
Robert D. Basham (9)	8,604,652	8.1	%
J. Michael Chu (10)	—	*
Philip H. Loughlin (1) (8)	70,075,000	65.8	%
Mark E. Nunnelly (1) (8)	70,075,000	65.8	%
Chris T. Sullivan (11)	5,929,331	5.6	%
Mark A. Verdi (1) (12)	589,977	*
All members of our board and all executive officers as a group (15 persons) (13) (14)	19,439,795	18.2	%

* Less than one percent.

(1) Represents 54,006,582 shares of common stock held by Bain Capital (OSI) IX, L.P., a Delaware limited partnership (“Bain (OSI) IX”), 15,295,203 shares of common stock held by Bain Capital (OSI) IX Coinvestment, L.P., a Delaware limited partnership (“Bain (OSI) IX-Co”), 637,456 shares of common stock held by Bain Capital Integral 2006, LLC, a Delaware limited liability company (“Integral 06”), 126,959 shares of common stock held by BCIP TCV, LLC, a Delaware limited liability company (“BCIP TCV”), and 8,800 shares of common stock held by BCIP Associates-G, a Delaware general partnership

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(“BCIP-G,” and collectively with Bain (OSI) IX, Bain (OSI) IX-Co, Integral 06 and BCIP TCV, the “Bain Stockholders”). Bain Capital Partners IX, L.P., a Cayman Islands exempted limited partnership (“BCP IX”), is the general partner of each of Bain (OSI) IX and Bain (OSI) IX-Co. Bain Capital Investors, LLC, a Delaware limited liability company (“BCILLC”), is the general partner of BCP IX, the administrative member of each of Integral 06 and BCIP TCV, and the managing partner of BCIP-G. By virtue of these relationships, BCILLC may be deemed to have voting and dispositive power with respect to the 70,075,000 shares of common stock held by the Bain Stockholders. BCILLC expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein. The business address of each of the Bain Stockholders, BCP IX and BCILLC is c/o Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(2) Represents shares held of record by Catterton Partners VI-Kangaroo, L.P. (“Catterton Partners VI”), a Delaware limited partnership, and Catterton Partners VI-Kangaroo Coinvest, L.P. (“Catterton Partners VI, Coinvest “), a Delaware limited partnership. Catterton Managing Partner VI, L.L.C. (“Catterton Managing Partner VI”), a Delaware limited liability company, is the general partner of Catterton Partners VI and Catterton Partners VI, Coinvest. CP6 Management, L.L.C. (“CP6 Management,” and together with Catterton Partners VI, Catterton Partners VI, Coinvest, and Catterton Managing Partner VI collectively, “Catterton Partners and Related Funds”), a Delaware limited liability company, is the managing member of Catterton Managing Partner VI and as such exercises voting and dispositive control over the shares held of record by Catterton Partners VI and Catterton Partners VI, Coinvest. The management of CP6 Management is controlled by a managing board. J. Michael Chu, Scott A. Dahnke and Craig H. Sakin are the members of the managing board of CP6 Management and as such could be deemed to share voting and dispositive control over the shares beneficially owned by CP6 Management. Messrs. Chu, Dahnke and Sakin disclaim beneficial ownership of any shares beneficially owned by CP6 Management. The business address of each of Catterton Partners VI, Catterton Partners VI, Offshore, Catterton Managing Partner VI, CP6 Management and Messrs. Chu, Dahnke and Sakin is c/o Catterton Partners, 599 West Putnam Avenue, Greenwich, Connecticut 06830.

(3) Includes (i) 1,851,750 shares of restricted stock that vest in five annual installments beginning on June 14, 2008, in the respective amounts of 370,350 shares, 370,350 shares, 370,350 shares, 370,350 shares and 370,350 shares; and (ii) 99,496 shares subject to stock options that are exercisable within 60 days of May 1, 2008. Does not include 397,986 shares subject to stock options that are not exercisable within 60 days of May 1, 2008.

(4) Includes (i) 1,234,500 shares of restricted stock that vest in five annual installments beginning on June 14, 2008, in the respective amounts of 246,900 shares, 246,900 shares, 246,900 shares, 246,900 shares and 246,900 shares; and (ii) 91,842 shares subject to stock options that are exercisable within 60 days of May 1, 2008. Does not include 367,372 shares subject to stock options that are not exercisable within 60 days of May 1, 2008.

(5) Includes (i) 20,000 shares in which Mr. Kadow is custodian for children under the Uniform Gifts to Minor Act; (ii) 308,625 shares of restricted stock that vest in five annual installments beginning on June 14, 2008, in the respective amounts of 61,725 shares, 61,725 shares, 61,725 shares, 61,725 shares and 61,725 shares; and (iii) 63,962 shares subject to stock options that are exercisable within 60 days of May 1, 2008. Does not include 255,848 shares subject to stock options that are not exercisable within 60 days of May 1, 2008.

(6) Includes (i) 411,500 shares of restricted stock that vest in five annual installments beginning on June 14, 2008, in the respective amounts of 82,300 shares, 82,300 shares, 82,300 shares, 82,300 shares and 82,300 shares; and (ii) 30,614 shares subject to stock options that are exercisable within 60 days of May 1, 2008. Does not include 122,457 shares subject to stock options that are not exercisable within 60 days of May 1, 2008.

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(7) Does not include up to 299,000 shares subject to stock options that are not exercisable within 60 days of May 1, 2008.

(8) Each of Messrs. Balson, Loughlin and Nunnelly is a Managing Director of BCILLC and, by virtue of this and the relationships described in note (1) above, may be deemed to share voting and dispositive power with respect to the 70,075,000 shares of common stock held by the Bain Stockholders. Each of Messrs. Balson, Loughlin and Nunnelly expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than himself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein. The business address of each of Messrs. Balson, Loughlin and Nunnelly is c/o Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(9) Includes 8,604,652 shares owned by RDB Equities, Limited Partnership, an investment partnership (“RDBLP”). Mr. Basham is a limited partner of RDBLP and the sole member of RDB Equities, LLC, the sole general partner of RDBLP.

(10) The management of CP6 Management is controlled by a managing board. J. Michael Chu, Scott A. Dahnke and Craig H. Sakin are the members of the managing board of CP6 Management and as such could be deemed to share voting and dispositive control over the shares held of record and beneficially owned by Catterton Partners and Related Funds. Mr. Chu disclaims beneficial ownership of any shares held of record and beneficially owned by Catterton Partners and Related Funds. The business address of Mr. Chu is c/o Catterton Partners, 599 West Putnam Avenue, Greenwich, Connecticut 06830.

(11) Includes 5,317,916 shares owned by CTS Equities, Limited Partnership, an investment partnership (“CTSLP”). Mr. Sullivan is a limited partner of CTSLP and the sole member of CTS Equities, LLC, the sole general partner of CTSLP and 611,415 shares held by a charitable foundation for which Mr. Sullivan serves as trustee.

(12) Mr. Verdi is a general partner of each of BCIP Associates III, a Cayman Islands general partnership (“BCIP III”) and BCIP Trust Associates III, a Cayman Islands general partnership (“BCIP Trust III”). BCIP III is the manager and sole member of BCIP Associates III, LLC, a Delaware limited liability company (“BCIP III LLC”). BCIP Trust III is the manager and sole member of BCIP T Associates III, LLC, a Delaware limited liability company (“BCIP T III LLC”). BCIP III LLC is a member of Integral 06, and by virtue of its membership interest in Integral 06, BCIP III LLC indirectly holds 484,898 shares of common stock. BCIP T III LLC is a member of BCIP TCV, and by virtue of its membership interest in BCIP TCV, BCIP T III LLC indirectly holds 105,079 shares of common stock. By virtue of these relationships, Mr. Verdi may be deemed to share voting and dispositive power with respect to the 589,977 shares of common stock indirectly held by BCIP III LLC and BCIP T III LLC. Mr. Verdi expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than himself for purposes of Section 13(d)(5) and Rule 15d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein. The business address of Mr. Verdi is c/o Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(13) Excludes (i) the 70,075,000 shares owned by the Bain Stockholders, and (ii) the 14,500,000 shares owned by Catterton Partners and Related Funds.

(14) Includes (i) 102,875 shares of restricted stock owned directly by Jody L. Bilney, which vest in five annual equal installments of 20,575 shares beginning on June 14, 2008, (ii) 100,000 shares owned directly by Michael W. Coble, (iii) 100,000 shares jointly owned by John W. Cooper and his wife Trudy, as well as 1,708 shares subject to stock options that are exercisable within 60 days of May 1, 2008 owned by Trudy Cooper, (iv) 102,875 shares of restricted stock owned directly by Richard L. Renniger, which vest in five annual equal installments of 20,575 shares beginning on June 14, 2008, and (v) 336,156 shares owned directly by Steven T. Shlemon, as well as 6,617 shares for which Mr. Shlemon is custodian for his children under the Uniform Gifts to Minors Act.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Stockholders Agreements

Simultaneously with the consummation of the Transactions, we entered into stockholder agreements with the stockholders of our Parent after the Merger. These stockholder agreements contain agreements among the parties with respect to election of directors, participation rights, right of first refusal upon disposition of shares, permitted transferees, registration rights and other actions requiring the approval of stockholders.

Management and Financial Advisory Agreements

Upon completion of the Transactions, we entered into a management agreement with Kangaroo Management Company, LLC or the Management Company, whose members are the Founders and entities affiliated with the Sponsors, pursuant to which the Management Company will provide management services to us until the tenth anniversary of the consummation of the Transactions, with one year extensions thereafter unless otherwise terminated by the parties. Pursuant to such agreement, the Management Company will receive an aggregate annual management fee equal to $9.1 million, and reimbursement for out-of-pocket expenses incurred by it, its members, or their respective affiliates in connection with the provision of services pursuant to the agreement.

In addition, we also entered into a financial advisory agreement with certain entities affiliated with the Sponsors who received aggregate transaction fees of approximately $30.0 million in connection with services provided by such entities related to the Transactions.

The management agreement and the financial advisory agreement include customary exculpation and indemnification provisions in favor of the Management Company, the Sponsors, the Founders, and their respective affiliates. The management agreement may be terminated by the Company or the Sponsors and Founders at any time and will terminate automatically upon an initial public offering or a change of control unless we and they determine otherwise.

Arrangements with Mr. Sullivan, Mr. Basham and Mr. Gannon

Prior to June 14, 2007, the Company was a party to a Stock Redemption Agreement (each a “Redemption Agreement”) with each of the three Founders. Under the terms of each Redemption Agreement, following the Founder’s death, the personal representative of the Founder had the right to require the Company to purchase the Company’s common stock beneficially owned by the Founder at the date of death, for a per share price equal to the mean (rounded to the nearest one-tenth of one cent) of the last sale price of the Company’s common stock as quoted on the New York Stock Exchange or the principal exchange on which the Company’s common stock was traded for 30 consecutive trading days ending on the business day before the Founder’s death. If, however, the Founder’s death resulted (i) from an illness that was diagnosed or an accident that occurred within one year of the Founder’s death and (ii) the accident or illness was publicly disclosed, then the per share purchase price would have been equal to the mean (rounded to the nearest one-tenth of one cent) of the last sale price of the Company’s common stock as quoted on the New York Stock Exchange or the principal exchange on which the Company’s common stock was traded for 30 consecutive trading days ending on the business day before the date of public disclosure of the accident or illness. The maximum dollar amount of common stock that the Company was obligated to purchase from the estate of the Founder was $30.0 million. The Company’s obligation to purchase common stock beneficially owned by the Founder was funded by an insurance policy on the life of the Founder owned by the Company providing a death benefit of $30.0 million per Founder. The Agreements were in place until June 14, 2007.

Effective as of the closing of the Merger, each of our Founders entered into agreements with our Parent. Principal terms of these agreements include the following:

Equity Roll-Over: Immediately prior to the effective time of the Merger, Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon exchanged approximately 1,550,000, 2,150,000 and 300,000 shares of OSI

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common stock, respectively, for Parent common stock, representing approximately 14% in the aggregate of the outstanding common stock of Parent immediately following the consummation of the Transactions.

Preemptive Rights: Subject to customary exceptions, prior to an initial public offering or a change of control of Parent, each of Mr. Sullivan, Mr. Basham and Mr. Gannon have preemptive rights that entitle them to purchase a pro rata share of:

• any additional issuance of equity by Parent or any of its subsidiaries; and

• any loans to, or debt securities issued by, Parent or any of its subsidiaries, if the Sponsors are participating in the applicable financing as a lender.

Board Representation: Prior to an initial public offering or a change of control, each of Mr. Sullivan and Mr. Basham are entitled to appoint a director to Parent’s board of directors (and to the board of directors of each subsidiary of Parent on which a representative of the Sponsors serves as a director) for so long as such individual (or his permitted transferees) holds at least 50% of the shares of Parent common stock owned on the date of the closing of the Merger.

Employment Agreements: Each of Mr. Sullivan, Mr. Basham and Mr. Gannon entered into an employment agreement with Parent providing annual compensation of $0.8 million in the aggregate. Each employment agreement has an initial term of five years, with automatic one-year renewal periods and provides a severance benefit in an amount equal to the applicable individual’s annual compensation for a period equal to the greater of the remainder of the initial term of the employment agreement and two years, payable over 24 months in the event employment is terminated as a result of the individual’s death or disability, by Parent without cause or by the individual with good reason.

Legal Fees: Our Parent paid the fees and reasonable out-of-pocket fees and expenses of each of Mr. Sullivan, Mr. Basham and Mr. Gannon incurred in connection with the Transactions in the aggregate amount of approximately $536,000.

Interests in Certain Restaurants

The Company entered into an agreement in July 2005 to form a limited liability company to develop and operate Blue Coral Seafood and Spirits (“Blue Coral”) restaurants. The limited liability company was 75% owned by the Company’s wholly owned subsidiary, OS USSF, Inc., a Florida corporation, and 25% owned by F-USFC, LLC, which was 95% owned by a minority interest holder in the Company’s Fleming’s Prime Steakhouse and Wine Bar joint venture. On December 19, 2007, the Company entered into an agreement to merge Blue Coral Seafood and Spirits, LLC with and into Outback/Fleming’s, LLC, the joint venture that operates Fleming’s Prime Steakhouse and Wine Bars. This caused the separate existence of Blue Coral Seafood and Spirits, LLC to cease and the surviving entity to continue its existence under the laws of the State of Delaware reflecting the name change to OSI/Fleming’s, LLC. The Company retained an 89.63% interest in OSI/Fleming’s, LLC and a minority interest holder in the Fleming’s Prime Steakhouse and Wine Bar joint venture retained a 7.88% interest. The remaining 2.49% is owned by AWA III Steakhouses, Inc., which is wholly-owned by Mr. Allen through a revocable trust in which he and his wife are the grantors, trustees and sole beneficiaries. During 2007, Mr. Allen did not receive any distributions as a result of his ownership interest in OSI/Flemings, LLC nor did he make any capital contributions. He had contributed an aggregate amount of $2.3 million as of December 31, 2007 for his ownership interest.

Mr. Avery has invested in two limited partnerships, each of which owns and operates one Carrabba’s restaurant as a franchisee of Carrabba’s and in which Carrabba’s owns a 45% interest as a general partner. Mr. Avery also has invested in two unaffiliated limited partnerships which own and operate one Bonefish restaurant each as a franchisee of Bonefish Grill, Inc. He received distributions of de minimis amounts from these limited partnerships during the past year.

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On January 1, 2005, OSI entered into a purchase agreement to acquire certain Carrabba’s joint venture restaurants from limited partnerships in which Mr. Avery had ownership interests. The aggregate purchase price paid to Mr. Avery for his ownership interest in those joint venture restaurants was approximately $0.1 million. In addition, on August 1, 2005, Mr. Avery sold to OSI all of his limited partnership interests in two Carrabba’s and 15 Bonefish restaurants (to which he had previously contributed an aggregate amount of approximately $0.3 million) for a purchase price of approximately $0.3 million. On October 12, 2006, Mr. Avery sold to Carrabba’s all of his limited partnership interests in three Carrabba’s restaurants (to which he had previously contributed an aggregate amount of approximately $0.1 million) for a purchase price of approximately $0.1 million. He received distributions of de minimis amounts from these limited partnerships during the past year.

Mr. Coble has made investments in the aggregate amount of approximately $1.3 million in an international franchisee that owns and operates six Outback Steakhouse restaurants in South East Asia. He did not receive distributions from this franchisee in the past year. Additionally, Mr. Coble has made an investment of $17,000 in a franchisee that operates two Bonefish Grill restaurants. He received distributions of de minimis amounts from these limited partnerships during the past year.

A sibling of Mr. Kadow is employed by a subsidiary of OSI as a Vice President of Operations. The sibling receives compensation and benefits consistent with other employees in the same capacity. In addition, the sibling receives distributions that are based on a percentage of a particular restaurant’s annual cash flows by participating in a Management Partnership (on the same basis as other similarly situated employees). He has invested an aggregate amount of $350,000 in 25 limited partnerships that own and operate nine Outback Steakhouse restaurants, 11 Bonefish Grill restaurants and five Carrabba’s Italian Grill restaurants. He received distributions of de minimis amounts from these limited partnerships during the past year.

A sibling of Mr. Shlemon is employed with a subsidiary of the Company as a restaurant managing partner. As a qualified managing partner, the sibling was entitled to make investments in Company restaurants, on the same basis as other qualified managing partners, and invested $375,000 in partnerships that own and operate two Outback Steakhouse restaurants. This sibling received distributions from these partnerships in the aggregate amount of $81,000 and $84,000 in the periods from January 1 to June 14, 2007 and from June 15 to December 31, 2007, respectively.

On April 12, 2007, the Company announced the appointment of Mr. Smith as the new president of Outback Steakhouse of Florida, Inc. Mr. Smith has invested $111,000 in eleven Outback Steakhouse restaurants, $176,000 in fourteen Carrabba’s restaurants and $109,000 in ten Bonefish Grill restaurants. He received distributions of $55,000 and $51,000 in the periods from January 1 to June 14, 2007 and from June 15 to December 31, 2007, respectively, from these ownership interests. Additionally, this officer has made an investment of $108,000 in two franchisees that operate five Bonefish Grill restaurants. He received distributions of de minimis amounts from these limited partnerships during the past year.

The parents and certain siblings of Mr. Sullivan made investments in the aggregate amount of approximately $131,000 in three unaffiliated limited partnerships that own and operate three Outback Steakhouse restaurants pursuant to franchise agreements with Outback Steakhouse of Florida, Inc. and received distributions of de minimis amounts from these limited partnerships during the past year.

Services Agreement

Upon completion of the Transactions, our subsidiary OS Restaurant Services, Inc. entered into an agreement with PRP to perform certain services and administrative duties for PRP related to PRP and the properties and other assets PRP holds. We believe this agreement is on terms that we believe to be substantially equivalent to those we could obtain from a third party in an arm’s length negotiation.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facilities

Overview. In connection with the Transactions, we entered into senior secured credit facilities with a syndicate of institutional lenders and financial institutions. The following is a summary of the terms of our senior secured credit facilities.

Our senior secured credit facilities provides for senior secured financing of up to $1,560.0 million, consisting of:

• a $1,310.0 million term loan facility with a maturity of seven years;

• a $150.0 million working capital revolving credit facility with a maturity of six years, including letter of credit and swingline loan sub-facilities and;

• a $100.0 million pre-funded revolving credit facility with a maturity of six years.

All borrowings on and after the closing of the Transactions under our senior secured credit facilities are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of certain representations and warranties.

The pre-funded revolving credit facility is a revolving credit facility under which the lenders funded the entire amount of their commitments at the closing of the Transactions into a pre-funded account maintained by the administrative agent. Pre-funded amounts are not our obligations until we borrow under the pre-funded revolving credit facility and amounts are disbursed to us from the pre-funded account.

Proceeds of the term loans, together with other sources of funds described under “Use of Proceeds,” were used to finance the Transactions. Proceeds of loans and letters of credit under the working capital revolving credit facility are available to provide financing for working capital and general corporate purposes and, subject to a rent-adjusted leverage condition, for capital expenditures for new restaurant growth. Proceeds of loans under the pre-funded revolving credit facility are available to provide financing for capital expenditures, subject to our full utilization of amounts on deposit in a $100.0 million capital expenditure account initially funded on the closing date with proceeds from the Parent equity contribution, which may also be available to repay indebtedness under certain circumstances.

Interest Rate and Fees. Borrowings under our senior secured credit facilities, other than swingline loans, bear interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate of Deutsche Bank AG New York Branch and (2) the federal funds effective rate plus  ¹ /2 of 1% or (b) a eurocurrency rate adjusted for statutory reserve requirements for a one-, two-, three- or six-month interest period, or a nine- or twelve-month interest period if agreed upon by the applicable lenders, in each case, plus an applicable margin. Swingline loans bear interest at the interest rate applicable to base rate loans.

The applicable margin for borrowings under our senior secured credit facilities is (1) for term loans and pre-funded revolving credit loans, (a) 1.25% for base rate loans and (b) 2.25% over the eurocurrency rate, and (2) for working capital revolving credit loans, (a) 1.00% to 1.50% for base rate loans and (b) 2.00% to 2.50% over the eurocurrency rate, subject to step downs based upon our total leverage ratio.

On the last day of each calendar quarter we are also required to pay a commitment fee ranges from 0.38% to 0.50% per annum in respect of any unused commitments under the working capital revolving credit facility, which is subject to reduction following delivery of financial statements for the second full fiscal quarter completed after the closing based upon our total leverage ratio, and a facility fee in respect of the undrawn portion of the pre-funded revolving credit facility. We are also be required to pay customary letter of credit fees and certain other agency fees.

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Prepayments. Subject to certain exceptions, our senior secured credit facilities require us to prepay outstanding term loans with:

• 50% (with stepdowns to 25% and 0% based upon our rent-adjusted leverage ratio) of our annual excess cash flow (as defined in the credit agreement), subject to certain exceptions;

• 100% of our annual minimum free cash flow (as defined in the credit agreement) not to exceed $50.0 million for the fiscal year ended December 31, 2007 or $75.0 million for each subsequent fiscal year, if our rent-adjusted leverage ratio exceeds a certain minimum threshold;

• 100% of the net proceeds of certain asset sales and insurance and condemnation events, subject to reinvestment rights and certain other exceptions; and

• 100% of the net proceeds of any incurrence of debt, excluding permitted debt issuances.

On an annual basis we are additionally required to (1) first, repay outstanding loans under the pre-funded revolving facility and (2) second, fund the capital expenditure account to the extent amounts on deposit are less than $100.0 million, in both cases with 100% of our annual true cash flow (as defined in the credit agreement).

In addition, commitment reductions of the working capital revolving credit facility and pre-funded revolving credit facility, and voluntary prepayments of the term loans and loans under the working capital revolving credit facility are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to eurocurrency rate loans. Voluntary prepayments of loans under the pre-funded revolving credit facility may only be made with the proceeds of new cash equity contributions unless such loans are to be repaid in full and all commitments thereunder are terminated.

Amortization of Principal. Our senior secured credit facilities require scheduled quarterly payments on the term loans each equal to 0.25% of the original principal amount of the term loans for the first six years and three quarters following the closing of the Transactions, with the balance paid at maturity.

Guarantees and Collateral. The obligations under our senior secured credit facilities are guaranteed by each of our current and future domestic wholly-owned restricted subsidiaries in our Outback, Carrabba’s and Cheeseburger in Paradise concepts and by Holdings and subject to the next succeeding sentence, are secured by a perfected security interest in substantially all of our assets and assets of the guarantors, in each case, now owned or later acquired, including a pledge of all of our capital stock, the capital stock of substantially all of our domestic wholly-owned subsidiaries and 65% of the capital stock of certain of our material foreign subsidiaries that are directly owned by us or a guarantor. Additionally, the senior secured credit facilities require us to provide additional guarantees of the senior secured credit facilities in the future from other domestic wholly-owned restricted subsidiaries if the consolidated EBITDA (as defined in the senior secured credit facilities) attributable to our non-guarantor domestic wholly-owned restricted subsidiaries (taken together as a group) would exceed 10% of our consolidated EBITDA as determined on a company-wide basis; at which time guarantees would be required from additional domestic wholly-owned restricted subsidiaries in such number that would be sufficient to lower the aggregate consolidated EBITDA of the non-guarantor domestic wholly-owned restricted subsidiaries (taken together as a group) to an amount not in excess of 10% of our company-wide consolidated EBITDA.

Restrictive Covenants and Other Matters. Our senior secured credit facilities require us to comply with certain financial covenants, including a quarterly maximum total leverage ratio test, which financial covenant becomes more restrictive over time, and, subject to our exceeding a minimum rent-adjusted leverage level, an annual minimum free cash flow test. In addition, our senior secured credit facilities agreement include negative covenants that, subject to significant exceptions, limit our ability and the ability of our restricted subsidiaries, to, among other things:

• incur liens;

• make investments and loans;

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• make capital expenditures;

• incur indebtedness or guarantees;

• engage in mergers, acquisitions and asset sales;

• declare dividends, make payments or redeem or repurchase equity interests;

• alter the business we conduct;

• engage in certain transactions with affiliates;

• enter into agreements limiting subsidiary distributions; and

• prepay, redeem or purchase certain indebtedness.

Our senior secured credit facilities contain certain customary representations and warranties, affirmative covenants and events of default. If such an event of default occurs, the lenders under our senior secured credit facilities will be entitled to take various actions, including the acceleration of amounts due under our senior secured credit facilities and all actions permitted to be taken by a secured creditor.

Existing Sale-Leaseback

In August 2005, we entered into a sale-leaseback arrangement for five of our properties. Pursuant to this arrangement, we sold these properties for a total of $6.3 million, including $1.3 million for tenant improvements. We then leased the sites back for a 30-year term and will make lease payments on the first day of each calendar month. Since this transaction does not qualify for sale-leaseback accounting treatment, we have recorded the proceeds in our consolidated balance sheets as long-term debt. During the fourth quarter of 2006, we determined that we will not be leasing one of the sites and reduced the amount of the long-term debt recorded by the original book value of the site, including tenant improvements of $1.3 million to $4.9 million. We do not have any further obligations with this site.

Notes Payable

As of December 31, 2006 and 2007, we had approximately $8.0 million and $10.7 million, respectively, of notes payable at interest rates ranging from 2.07% to 7.75% and from 2.07% to 7.30%, respectively. These notes have been primarily issued for buyouts of general manager and chef interests in the cash flows of their restaurants and generally are payable over five years.

Foreign Revolving Credit Line and Debt Guarantees

Prior to consummation of the Transactions, our South Korean subsidiary established a revolving line of credit for general corporate purposes and working capital needs. The revolving line of credit is denominated in Korean Won, and provides for borrowings of up to approximately $18.1 million. This revolving line of credit is not guaranteed by us or any of our domestic restricted subsidiaries. There are no current amounts outstanding under this revolving line of credit.

We are the guarantor of an uncollateralized line of credit that permits borrowing of up to $35.0 million for a limited liability company, T-Bird Nevada, LLC (“T-Bird”), owned by a California franchisee. This line of credit bears interest at rates ranging from 50 to 90 basis points over LIBOR and matures in December 2008. We were required to consolidate T-Bird effective January 1, 2004 upon adoption of FIN 46R. The outstanding balance on the line of credit at December 31, 2007 and 2006 was approximately $32.6 million and $32.1 million, respectively, and was included in our Consolidated Balance Sheets. T-Bird uses proceeds from the line of credit for the purchase of real estate and construction of buildings to be operated as Outback Steakhouse restaurants and leased to our franchisees. According to the terms of the line of credit, T-Bird may borrow, repay, re-borrow or prepay advances at any time before the termination date of the agreement.

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If a default under the line of credit were to occur requiring us to perform under the guarantee obligation, we have the right to call into default all of our franchise agreements in California and exercise any rights and remedies under those agreements as well as the right to recourse under loans T-Bird has made to individual corporations in California which own the land and/or building that is leased to those franchise locations. Events of default are defined in the line of credit agreement and include our covenant commitments under existing lines of credit. We are not the primary obligor on the line of credit and we are not aware of any non-compliance with the underlying terms of the line of credit agreement that would result in us having to perform in accordance with the terms of the guarantee.

Our consolidated financial statements include the accounts and operations of our Roy’s consolidated venture in which we have a less than majority ownership. We consolidate this venture because we control the executive committee (which functions as a board of directors) through representation on the board by related parties, and we are able to direct or cause the direction of management and operations on a day-to-day basis. Additionally, the majority of capital contributions made by our partner in the Roy’s consolidated venture have been funded by loans to the partner from a third party where we are required to be a guarantor of the debt, which provides us control through our collateral interest in the joint venture partner’s membership interest. As a result of our controlling financial interest in this venture, it is included in our consolidated financial statements. The portion of income or loss attributable to the minority interests, not to exceed the minority interest’s equity in the subsidiary, is eliminated in the line item in our Consolidated Statements of Operations entitled “Minority interest in consolidated entities’ income.” All material intercompany balances and transactions have been eliminated.

We are the guarantor of an uncollateralized line of credit that permits borrowing of up to a maximum of $24.5 million for our joint venture partner, RY-8, Inc., or RY-8, in the development of Roy’s restaurants. The line of credit originally expired in December 2004 and was renewed three times with a termination date in April 2009. According to the terms of the credit agreement, RY-8 may borrow, repay, re-borrow or prepay advances at any time before the termination date of the agreement. On the termination date of the agreement, the entire outstanding principal amount of the loan then outstanding and any accrued interest is due. At December 31, 2007 and 2006, the outstanding balance on the line of credit was approximately $24.5 million and $24.3 million, respectively.

RY-8’s obligations under the line of credit are unconditionally guaranteed by us and Roy’s Holdings, Inc., or RHI. If an event of default occurs, as defined in the agreement, then the total outstanding balance, including any accrued interest, is immediately due from the guarantors. At December 31, 2007, $24.5 million of our $150.0 million working capital revolving credit facility was committed for the issuance of a letter of credit for this guarantee.

If an event of default occurs and RY-8 is unable to pay the outstanding balance owed, we would, as guarantor, be liable for this balance. However, in conjunction with the credit agreement, RY-8 and RHI have entered into an Indemnity Agreement and a Pledge of Interest and Security Agreement in our favor. These agreements provide that if we are required to perform our obligation as guarantor pursuant to the credit agreement, then RY-8 and RHI will indemnify us against all losses, claims, damages or liabilities which arise out of or are based upon our guarantee of the credit agreement. RY-8’s and RHI’s obligations under these agreements are collateralized by a first priority lien upon and a continuing security interest in any and all of RY-8’s interests in the joint venture.

We are a partial guarantor of $68.0 million in bonds issued by Kentucky Speedway, LLC, or Speedway. Speedway is an unconsolidated affiliate in which we have a 22.5% equity interest and for which we operate catering and concession facilities. Payments on the bonds began in December 2003 and will continue according to a redemption schedule with final maturity in December 2022. The bonds have a put feature that allows the lenders to require full payment of the debt on or after June 2011. At December 31, 2007 and 2006, the outstanding balance on the bonds was approximately $63.3 million, and our guarantee was $17.6 million. Our guarantee will proportionally decrease as payments are made on the bonds.

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As part of the guarantee, we and other Speedway equity owners are obligated to contribute, either as equity or subordinated debt, any amounts necessary to maintain Speedway’s defined fixed charge coverage ratio. We are obligated to contribute 27.78% of such amounts. Speedway has not yet reached its operating break-even point. Since the initial investment, we have increased our investment by making additional working capital contributions and subordinated loans to this affiliate in payments totaling $7.6 million. Of this amount, we made subordinated loans of $2.1 million during 2007 and $1.9 million during 2006. However, we anticipate making additional contributions in 2008 of approximately $2.0 million to $3.0 million. This affiliate is expected to incur further operating losses at least through 2008.

Each guarantor has unconditionally guaranteed Speedway’s obligations under the bonds not to exceed its maximum guaranteed amount. Our maximum guaranteed amount is $17.6 million. If an event of default occurs as defined by the amended guarantee, or if the lenders exercise the put feature, the total outstanding amount on the bonds, plus any accrued interest, is immediately due from Speedway and each guarantor would be obligated to make payment under its guaranty up to its maximum guaranteed amount.

In June 2006, in accordance with FIN 45, we recognized a liability of $2.5 million, representing the estimated fair value of the guarantee and a corresponding increase to the investment in Speedway, which is included in the line item entitled “Investments in and advances to unconsolidated affiliates, net” in our Consolidated Balance Sheets. Prior to the modifications of our guarantee in June 2006, the guarantee was not subject to the recognition or measurement requirements of FIN 45 and no liability related to the guarantee was recorded at December 31, 2005 or any prior period.

During the fourth quarter of 2007, we assessed our investment in Speedway for impairment using a discounted weighted average potential outcome probability analysis and recorded an impairment charge of $3.1 million in the line item “Provision for impaired assets and restaurant closings” in our Consolidated Statement of Operations for the period from June 15 to December 31, 2007. We recognized a corresponding decrease to our investment in Speedway in the line item “Investments in and advances to unconsolidated affiliates, net” in our Consolidated Balance Sheet at December 31, 2007.

Our Korean subsidiary is the guarantor of debt owed by landlords of two of our Outback Steakhouse restaurants in Korea. We are obligated to purchase the building units occupied by our two restaurants in the event of default by the landlords on their debt obligations, which were approximately $1.4 million and $1.5 million as of December 31, 2007 and 2006. Under the terms of the guarantees, our monthly rent payments are deposited with the lender to pay the landlords’ interest payments on the outstanding balances. The guarantees are in effect until the earlier of the date the principal is repaid or the entire lease term of ten years for both restaurants, which expire in 2014 and 2016. The guarantees specify that upon default the purchase price would be a maximum of 130% of the landlord’s outstanding debt for one restaurant and the estimated legal auction price for the other restaurant, approximately $1.9 million and $2.3 million, respectively, as of December 31, 2007 and 2006. If we were required to perform under either guarantee, we would obtain full title to the corresponding building unit and could liquidate the property, each having an estimated fair value of approximately $3.0 million and $2.8 million, respectively. We have considered these guarantees and accounted for them in accordance with FIN 45. We have various depository and banking relationships with the lender.

We are not aware of any non-compliance with the underlying terms of the borrowing agreements for which we provide a guarantee that would result in us having to perform in accordance with the terms of the guarantee.

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DESCRIPTION OF PRP SALE-LEASEBACK TRANSACTION

Sale-Leaseback. In connection with the Transactions, we entered into the PRP Sale-Leaseback Transaction with PRP, which is a sister company to OSI. In connection with the PRP Sale-Leaseback Transaction, the fee owned real estate and certain related assets associated with approximately 343 domestic company-owned restaurants were sold to PRP at fair market value, resulting in total proceeds to us from such sale of $987.7 million. Master Lessee leased all of the sold properties from PRP under a market rate master lease, or the Master Lease, on the terms summarized below. Our operating subsidiaries lease their respective properties from Master Lessee through a series of subleases.

Master Lease. PRP leased the transferred properties to Master Lessee under a triple net market rate master lease with a 15 year term. Master Lessee pays PRP a scheduled monthly rent amount, which we refer to as the Base Rent, equal to approximately $5.9 million, and such amount will increase by 10% on the fifth and tenth anniversary dates subject to any reductions in the Base Rent arising from the release of any leased properties from the Master Lease. In addition, Master Lessee pays, as additional rent, all taxes, insurance premiums and costs owing under operating agreements (such as reciprocal easement agreements) related to the leased properties. Master Lessee is also responsible for maintaining the leased properties and paying all charges for utilities.

Master Lessee may request the release from the Master Lease of properties. In such case, PRP will be obligated to use reasonable, good faith efforts in cooperation with Master Lessee to market and sell such properties so long as the offered purchase price, plus any required payments from Master Lessee, equals or exceeds a scheduled release amount. Master Lessee will also be required to pay certain costs and expenses incurred by, and certain other amounts to, PRP in connection with such sale. Upon a termination of the Master Lease with respect to any property, the Base Rent will be reduced by a specified percentage of the scheduled release amount.

The obligations of Master Lessee under the Master Lease are guaranteed by OSI.

PRP Financing. PRP financed the purchase price for the properties subject to the PRP Sale-Leaseback Transaction, including related fees and expenses, with the proceeds of:

• approximately $790.0 million of secured borrowings by PRP and its parent companies under a real estate credit facility with affiliates of the Sponsors. The lenders under PRP’s real estate credit facility have security interests in, and mortgages on, the real estate sold to PRP under the PRP Sale-Leaseback Transaction as well as the Master Lease and other collateral related thereto. The loans under the real estate credit facility were securitized by the lenders as part of a commercial mortgage backed securitization; and

• approximately $209.2 million of cash equity contributions to Parent, our ultimate parent company, which were contributed down to PRP.

Neither we nor any of our subsidiaries are party to the PRP real estate credit facility loan agreement and PRP’s obligations under the PRP real estate credit facility are generally non-recourse against us and our subsidiaries. However, we and our subsidiary, Master Lessee, provide certain environmental indemnification to PRP and the lenders under PRP’s real estate credit facility in respect of environmental related losses or liabilities from the real estate we sold to PRP under the PRP Sale-Leaseback Transaction. See “Business—Environmental.”

PRP is not a guarantor of the outstanding notes and have no liability with respect to the outstanding notes or any of our other indebtedness or obligations. The restaurant properties sold to PRP under the PRP Sale-Leaseback Transaction are not available to satisfy any of our obligations, including indebtedness evidenced by the outstanding notes. The terms of the PRP real estate credit facility permit PRP to distribute certain excess cash amounts to the holders of its equity. See “Risk Factors—Risks Related to Our Indebtedness and Certain Other

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Obligations—Certain of our domestic company-owned restaurants are subject to a market rate master lease with our sister company, PRP. An event of default under this lease could result in our loss of use of some or all of these restaurant properties.”

Six restaurant properties included in the PRP Sale-Leaseback Transaction failed to qualify for sale-leaseback accounting treatment in accordance with SFAS No. 98, as the Company has an obligation to repurchase such properties from PRP under certain circumstances. If within one year from the PRP Sale-Leaseback Transaction all the defects and construction work at such properties are not corrected, the Company must purchase such properties back from PRP on or before the expiration of the one-year period at the original purchase price. For further information, please see Note 10 to our Consolidated Financial Statements under the heading “Long-term Debt.”

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DESCRIPTION OF THE EXCHANGE NOTES

General

Certain terms used in this description are defined under the subheading “—Certain Definitions” below. In this description, (i) the terms “we,” “our” and “us” each refer to OSI Restaurant Partners, LLC (“OSI”) and its consolidated Subsidiaries, including OSI Co-Issuer, Inc. (the “Co-Issuer”), assuming completion of the Transactions; (ii) the term “Issuer” refers only to OSI and not any of its Subsidiaries; and (iii) the term “Co-Issuers” refers only to OSI and the Co-Issuer, collectively, and not any of their respective Subsidiaries.

The terms of the exchange notes are identical in all material respects to the outstanding notes except that, upon completion of the exchange offer, the exchange notes will be registered under the Securities Act and free of any covenants regarding exchange registration rights.

The Co-Issuers issued $550.0 million aggregate principal amount of their 10% Senior Notes due 2015 (the “Notes”) under an indenture dated June 14, 2007 as amended or supplemented, (the “Indenture”) among the Co-Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions thereof, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, and not this description, defines your rights as a Holder of the Notes. You may request copies of the Indenture at our address set forth under the heading “Prospectus Summary—Corporate Information.”

Brief Description of Notes

The Notes:

• are joint and several unsecured senior obligations of the Co-Issuers;

• are pari passu in right of payment to all existing and future senior indebtedness (including the Senior Credit Facilities) of the Co-Issuers;

• are effectively subordinated to all Secured Indebtedness of the Co-Issuers (including the Senior Credit Facilities) to the extent of the value of the assets securing such Indebtedness;

• are senior in right of payment to all existing and future Subordinated Indebtedness of the Co-Issuers;

• are guaranteed on a senior unsecured basis by each Restricted Subsidiary that guarantees the Senior Credit Facilities; and

• are subject to registration with the SEC pursuant to the Registration Rights Agreement.

Guarantees

The Guarantors, as primary obligors and not merely as sureties, have jointly, severally, irrevocably, fully and unconditionally guaranteed, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Co-Issuers under the Indenture and the Notes, whether for payment of principal of, premium, if any, or interest on or Additional Interest, if any, in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

Each of the Guarantees of the Notes is a general unsecured obligation of each Guarantor and is pari passu in right of payment with all existing and future senior indebtedness of each such entity, is effectively subordinated to all Secured Indebtedness of each such entity and is senior in right of payment to all existing and future Subordinated Indebtedness of each such entity.

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Not all of the Issuer’s Subsidiaries are required to guarantee the Notes. The Notes are structurally subordinated to Indebtedness (and other liabilities) of Subsidiaries of the Issuer that do not guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Co-Issuers.

As more fully described below under “—Certain Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries,” the Indenture requires that each of the Issuer’s domestic Wholly-Owned Restricted Subsidiaries that guarantees the obligations under the Senior Credit Facilities or any other Indebtedness of the Issuer shall also be a Guarantor of the Notes. Our other Subsidiaries are not required to become Guarantors of the Notes under the Indenture. The Senior Credit Facilities require guarantees of the obligations thereunder from each of our current and future domestic Wholly-Owned Restricted Subsidiaries in our Outback, Carrabba’s and Cheeseburger in Paradise concepts, which consequently also are Guarantors of the Notes under the Indenture. Additionally, the Senior Credit Facilities require us to provide additional guarantees of the Senior Credit Facilities in the future from other domestic Wholly-Owned Restricted Subsidiaries if the Consolidated EBITDA (as defined in the Senior Credit Facilities) attributable to our non-guarantor domestic Wholly-Owned Restricted Subsidiaries (taken together as a group) would exceed 10% of our Consolidated EBITDA as determined on a company-wide basis; at which time guarantees would be required from additional domestic Wholly-Owned Restricted Subsidiaries in such number that would be sufficient to lower the aggregate Consolidated EBITDA of the non-guarantor domestic Wholly-Owned Restricted Subsidiaries (taken together as a group) to an amount not in excess of 10% of our company-wide Consolidated EBITDA. Consequently, such additional domestic Wholly-Owned Restricted Subsidiaries will be required to be Guarantors of the Notes under the Indenture. The terms of the Senior Credit Facilities, including the provisions relating to which of our Subsidiaries guarantee the obligations under the Senior Credit Facilities, may be amended, modified or waived, and guarantees thereunder may be released, in each case at the lenders discretion and without the consent or approval of the Holders.

For the period from January 1 to June 14, 2007 and for the period from June 15 to December 31, 2007, the non-guarantor Subsidiaries taken together represented approximately 26.6% and 27.2%, respectively, of our total revenues and had net income of approximately $12.5 million and $8.6 million, respectively, while we had aggregate net income of approximately $17.5 million and a net loss of $40.1 million, respectively, for such periods. As of December 31, 2007, such Subsidiaries held approximately 36.9% of our total assets. As of December 31, 2007, the non-guarantor Subsidiaries had approximately $237.3 million of liabilities (including trade payables but excluding intercompany transactions), to which the Notes are structurally subordinated. In addition, our South Korean subsidiary has available approximately $18.1 million in unused borrowing capacity under a revolving credit line and an overdraft line.

The obligations of each Guarantor under its Guarantee is limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance under applicable law.

Any Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

The Indenture provides that each Guarantor may consolidate with, amalgamate or merge with or into or sell its assets to the Issuer or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See “—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets.”

If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws may permit a court to void the notes or the guarantees, and, if that occurs, you may not receive any payments on the notes.”

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Each Guarantee by a Guarantor provides by its terms that it shall be automatically and unconditionally released and discharged upon:

(1)(a) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with clauses (1) and (2) of the first paragraph under the caption “Repurchase at the Option of Holders—Asset Sales;”

(b) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee under the Senior Credit Facilities;

(c) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(d) the Co-Issuers exercising their legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Co-Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the Issuer delivering to the Trustee an Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Ranking

The payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and the payment of any Guarantee ranks pari passu in right of payment to all senior indebtedness of the Co-Issuers or the relevant Guarantor, as the case may be, including the obligations of the Co-Issuers and such Guarantor under the Senior Credit Facilities.

The Notes are effectively subordinated in right of payment to all of the Issuers’ and each Guarantor’s existing and future Secured Indebtedness to the extent of the value of the assets securing such Indebtedness. As of December 31, 2007, we had approximately $1.3 billion of outstanding Secured Indebtedness, and $200.5 million of available unused borrowing capacity under the revolving portions of our Senior Credit Facilities (after giving effect to outstanding letters of credit for approximately $49.5 million).

Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuer and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be senior indebtedness. See “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Paying Agent and Registrar for the Notes

The Co-Issuers are required to maintain one or more paying agents for the Notes. The initial paying agent for the Notes is the Trustee.

The Co-Issuers are required to also maintain a registrar with respect to the Notes. The initial registrar is the Trustee. The registrar maintains a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfers of Notes on behalf of the Co-Issuers.

The Co-Issuers may change the paying agents or the registrars without prior notice to the Holders. The Issuer or any of its Subsidiaries may act as a paying agent or registrar.

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Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders are required to pay all taxes due on transfer. The Co-Issuers are not required to transfer or exchange any Note selected for redemption. Also, the Co-Issuers are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Principal, Maturity and Interest

The Co-Issuers initially issued $550.0 million in aggregate principal amount of Notes. The Co-Issuers may issue additional Notes under the Indenture from time to time subject to compliance with the covenant described below under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (the “Additional Notes”). The Notes offered hereby and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture and this “Description of the Exchange Notes” include any Additional Notes.

Interest on the Notes accrues at the rate of 10% per annum and is payable in cash. Interest on the Notes is payable semi-annually in arrears on each June 15 and December 15. The Co-Issuers will make each interest payment to the Holders of record of the Notes on the immediately preceding June 1 and December 1. Interest on the Notes accrues from the most recent date to which interest has been paid with respect to such Notes, or if no interest has been paid with respect to such Notes, from the date of original issuance thereof. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes mature on June 15, 2015 and are issued in denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement as described under “Registration Rights.” All references in the Indenture and this “Description of Exchange Notes,” in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest required to be paid pursuant to the Registration Rights Agreement.

Principal of, premium, if any, and interest on the Notes is payable at the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by DTC or its nominee are made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency is the office of the Trustee maintained for such purpose.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Co-Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Co-Issuers may be required to offer to purchase Notes as described under the caption “—Repurchase at the Option of Holders.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Optional Redemption

Except as set forth below, the Co-Issuers will not be entitled to redeem Notes at their option prior to June 15, 2011.

At any time prior to June 15, 2011, the Co-Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of

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the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

On and after June 15, 2011, the Co-Issuers may redeem the Notes, in whole or in part, upon notice as described under the heading “—Repurchase at the Option of Holders—Selection and Notice,” at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below:

Year	Percentage
2011	105.000	%
2012	102.500	%
2013 and thereafter	100.000	%

In addition, until June 15, 2010, the Co-Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including the aggregate principal amount of Notes issued after the Issue Date) at a redemption price equal to 110.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Notice of any redemption of Notes upon any Equity Offering may be given prior to such redemption, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

The Trustee shall select the Notes to be redeemed in the manner described under “—Repurchase at the Option of Holders—Selection and Notice.”

Repurchase at the Option of Holders

Change of Control

The Notes provide that if a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under “Optional Redemption,” the Co-Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

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(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Co-Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Co-Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $1,000 or an integral multiple thereof; and

(8) the other instructions, as determined by the Issuer, consistent with the covenant described hereunder, that a Holder must follow.

The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Co-Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Co-Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Co-Issuers will, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

The Senior Credit Facilities prohibit or limit, and future credit agreements or other agreements to which any of the Co-Issuers become a party may prohibit or limit, such Co-Issuer from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when a Co-Issuer is prohibited or limited from purchasing the Notes, such Co-Issuer could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If such Co-Issuer does not obtain such consent or repay such borrowings, such Co-Issuer will remain prohibited or limited from purchasing the Notes. In such case, the Co-Issuers’ failure to purchase tendered Notes after any applicable notice and lapse of time would constitute an Event of Default under the Indenture.

The Senior Credit Facilities provide, and future credit agreements or other agreements relating to senior indebtedness to which any Co-Issuer becomes a party may provide, that certain change of control events with respect to the Issuer would constitute a default thereunder (including a Change of Control under the Indenture). If

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we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable.

Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Certain Covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

We are not required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Issuer to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuer to make an offer to repurchase the Notes as described above.

The provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset Sales

The Indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

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(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose.

Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(a) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto;

(b) Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto;

(c) Obligations under other Indebtedness (other than Subordinated Indebtedness) (and to correspondingly reduce commitments with respect thereto), provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under “Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, and Additional Interest, if any, on the amount of Notes that would otherwise be prepaid; or

(d) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary;

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in the case of each of (a), (b) and (c), used or useful in a Similar Business; or

(3) to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in the case of each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

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provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $40.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $40.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in the Indenture. If the aggregate principal amount of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Co-Issuers, or, if so elected by the Co-Issuers, the agent for such Pari Passu Indebtedness, shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion).

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use such Net Proceeds in any manner not prohibited by the Indenture.

The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The Senior Credit Facilities prohibit or limit, and future credit agreements or other agreements to which any Co-Issuer becomes a party may prohibit or limit, the Issuer from purchasing any Notes pursuant to this Asset Sales covenant. In the event the Issuer is prohibited or limited from purchasing the Notes, such Co-Issuer could seek the consent of its lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If such Co-Issuer does not obtain such consent or repay such borrowings, it will remain prohibited or limited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture.

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Selection and Notice

If the Co-Issuers redeem less than all of the Notes issued by them at any time, the Trustee will select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis (to the extent practicable), by lot or by such other method as the Trustee shall deem fair and appropriate.

Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the date of purchase or Redemption Date to each Holder of record of Notes at such Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or re-deemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

The Co-Issuers will issue a new Note in a principal amount equal to the unredeemed portion of the Note called for redemption or tendered for purchase in the name of the Holder upon cancellation of the redeemed or purchased Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture.

Limitation on Restricted Payments

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment having the effect thereof or any distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or

(b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities (or other Equity Interests) issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities (or other Equity Interests);

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(a) Indebtedness permitted under clauses (7) and (8) of the definition of “Permitted Debt”; or

(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

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(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Test; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (6)(c), (9) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum (the “Restricted Payments Basket”) of (without duplication):

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) commencing April 1, 2007 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12) of the definition of “Permitted Debt”) from the issue or sale of:

(i)(A) Equity Interests of the Issuer, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, members of the board of managers or directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt securities of the Issuer that have been converted into or exchanged for Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date other than (X) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12) of the definition of “Permitted Debt,” (Y) by a Restricted Subsidiary and (Z) from any Excluded Contributions; plus

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(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined by the Issuer in good faith or, if such fair market value may exceed $75.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer or any Subordinated Indebtedness of the Issuer or a Restricted Subsidiary, in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of, the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest

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on, the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired and any reasonable fees (including any reasonable (as determined by the Issuer) tender premium and any defeasance costs related thereto) and expenses incurred in connection with such redemption, repurchase, defeased, exchange, acquisition or retirement and the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so repurchased, defeased, exchanged, redeemed, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, member of the board of managers or director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies, or any of their respective estates, spouses or former spouses pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Issuer or any direct or indirect parent company in connection with any such repurchase, retirement or other acquisition or retirement); provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $15.0 million (which shall increase to $30.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent company of the Issuer) with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $30.0 million in any calendar year (which shall increase to $60.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent company of the Issuer); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, members of the board of managers or directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of the Restricted Payments Basket, plus, in respect of any sale of Equity Interests in connection with an exercise of stock options, an amount equal to the amount required to be withheld by the Issuer or any of its direct or indirect parent companies in connection with such exercise under applicable law to the extent such amount is repaid to the Issuer or its direct or indirect parent company, as applicable, constituted a Restricted Payment and has not otherwise been applied to the payment of Restricted Payments by virtue of the Restricted Payments Basket; plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

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and provided further that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from employees, members of the board of managers or directors or consultants of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges”;

(6)(a) the declaration and payment of dividends and distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

(b) the declaration and payment of dividends and distributions to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends and distributions on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends and distributions on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities, not to exceed the greater of (x) $50.0 million and (y) 2.5% of Total Tangible Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends and distributions on the Issuer’s common Capital Stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common Capital Stock), following the consummation of the first public offering of the Issuer’s common Capital Stock or the common Capital Stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any public offering, other than public offerings with respect to the Issuer’s common Capital Stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) that are at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities) not to exceed $100.0 million;

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(12) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Financing;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case with respect to any Restricted Payment to or owed to an Affiliate, to the extent permitted by the covenant described under “—Transactions with Affiliates”, including any payments to holders of Equity Interests of the Issuer (immediately prior to giving effect to the Transaction) in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends or distributions by the Issuer to, or the making of loans to, any direct or indirect parent company in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) the amount any direct or indirect parent company of the Issuer would be required to pay in respect of Income Taxes attributable to the income of such direct or indirect parent company, the Issuer and its Restricted Subsidiaries and Other Parent Subsidiaries; provided, however, that in each case the amount of such payments in any tax year are reduced by Income Taxes required to be paid by such direct or indirect parent company arising from businesses that are unrelated to the businesses conducted by the Other Parent Subsidiaries on the Issue Date after giving effect to the Transactions (except Income Taxes attributable to the income of Unrestricted Subsidiaries shall not reduce such payments to the extent such payments would otherwise be reduced by such Income Taxes and amounts are received from Unrestricted Subsidiaries to pay such Income Taxes);

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(d) the general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent company; and

(f) any Restricted Payment used to fund any transactions permitted by clauses (3), (4), (12) and (13) of the covenant described under “—Transactions with Affiliates”;

(16) the distribution, by dividend or otherwise, of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash Equivalents);

(17) cash payments in lieu of the issuance of fractional shares or interests in connection with the exercise of warrants, options or other rights or securities convertible into exchangeable for Capital Stock of the Issuer or any direct or indirect parent company of the Issuer; provided, that any such cash payment shall not be for the purpose of evading the limitation of this covenant;

(18) the payment of dividends and other distributions in an amount equal to any reduction in taxes actually realized by the direct or indirect parent company, the Issuer and its Restricted Subsidiaries and

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Other Parent Subsidiaries in the form of refunds or credits or from deductions when applied to offset income or gain (or, without duplication, reductions in amounts otherwise permitted to be paid in clause (15)(b) above) as a direct result of (i) transaction fees and expenses, (ii) commitment and other financing fees or (iii) severance, change in control and other compensation expense incurred in connection with the exercise, repurchase, rollover or payout of stock options, Equity Interests, bonuses or deferred compensation, in each case in connection with the Transactions; and

(19) the Issuer may make additional Restricted Payments out of funds withdrawn from the “Capital Expenditures Account” contemplated under the Senior Credit Facilities in an aggregate amount not to exceed $100.0 million to the extent not prohibited by the Senior Credit Facilities;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (7), (11), (16) and (18), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of the Issuer’s Subsidiaries are Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the provisions of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10), (11) or (16) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries are not subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if (the “Coverage Ratio Test”) the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $75.0 million at any one time outstanding.

The foregoing limitations do not apply to each of the following (collectively, “Permitted Debt”):

(1) Indebtedness incurred pursuant to the Senior Credit Facilities by the Issuer or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) and then outstanding does not exceed $1,560.0 million less up to $250.0 million in the aggregate of all principal payments with respect to such Indebtedness made following the Issue Date pursuant to clause (1) of the second paragraph under “Repurchase at the Option of Holders—Asset Sales”;

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(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and exchange notes issued in respect of such Notes and any Guarantee thereof;

(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2)) or incurred pursuant to commitments in existence on the Issue Date;

(4)(i) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock and Preferred Stock issued by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and (ii) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refund, refinance or replace any other Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (4); provided that the aggregate amount of Indebtedness incurred and Disqualified Stock and Preferred Stock issued pursuant to clauses (i) and (ii) of this clause (4) does not exceed at any one time outstanding the greater of (x) $75.0 million (y) 3.75% of Total Tangible Assets at the time incurred;

(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(a) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

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(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10)(x) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk, and (y) Indebtedness in respect of Cash Management Services to the extent customary for similarly situated businesses or otherwise in the ordinary course of business;

(11) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(12) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries and Designated Proceeds) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof);

(13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or issuance by the Issuer or any Restricted Subsidiary of Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant and clauses (2), (3) and (12) above, this clause (13) and clause (14) below or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay premiums (including tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(c) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

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(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (a) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under the Senior Credit Facilities;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or amalgamated or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition, merger, amalgamation or consolidation, either

(a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Test, or

(b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately prior to such acquisition, merger, amalgamation or consolidation;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17)(a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

(18) Indebtedness of Foreign Subsidiaries of the Issuer incurred not to exceed, together with any other Indebtedness incurred under this clause (18) at any one time outstanding, $75.0 million (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the applicable Foreign Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (18));

(19)(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred or issued to finance or assumed in connection with an acquisition and (ii) Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock and Preferred Stock permitted under this clause (19), in each case, in a principal amount not to exceed, together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (19), $75.0 million in the aggregate at any one time outstanding (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (19));

(20) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business;

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(21) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to (i) current or former officers, members of the board of managers or directors, employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (4) of the second paragraph under the caption “—Limitation on Restricted Payments” or (ii) current or former employees, and development partners, of the Issuer and its Restricted Subsidiaries, in each case, issued as consideration in respect of repurchases, redemptions or acquisitions of Equity Interests in Employment Participation Subsidiaries permitted under clause (17) of the definition of “Permitted Investment” in the ordinary course of business consistent with past practice; and

(22) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (22), does not at any one time outstanding exceed $100.0 million (it being understood that any Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (22) shall cease to be deemed incurred or outstanding for purposes of this clause (22) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (22)).

For purposes of determining compliance with this covenant:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of the definition of “Permitted Debt” or is entitled to be incurred pursuant to the Coverage Ratio Test, the Issuer, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses provided; that all Indebtedness outstanding under the term loan portion of the Senior Credit Facilities on the Issue Date will at all times be deemed to be outstanding in reliance on clause (1) of the definition of “Permitted Debt”; and

(2) at the time of incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

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The Indenture provides that the Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be.

The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) senior indebtedness as subordinated or junior to any other senior indebtedness merely because it has a junior priority with respect to the same collateral.

Liens

The Issuer will not, and will not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured;

except that the foregoing shall not apply to or restrict (a) Liens securing the Notes and the related Guarantees, (b) Liens securing (x) Indebtedness permitted to be incurred under Senior Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the definition of “Permitted Debt” and (y) both (i) Indebtedness described in clause (x) or in respect of any Senior Credit Facilities secured by Liens pursuant to subclause (c) below or pursuant to clause (6) of the definition of Permitted Liens and (ii) obligations of the Issuer or any Guarantor in respect of any Bank Products or Cash Management Services provided by any lender, letter of credit issuer or agent party to any Senior Credit Facilities or any affiliate of such lender, letter of credit issuer or agent (or any Person that was a lender, letter of credit issuer or agent or an affiliate thereof at the time the applicable agreements pursuant to which such Bank Products or Cash Management Services are provided were entered into) and (c) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to the covenant described above under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that, with respect to Liens securing Obligations permitted under this subclause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.0 to 1.0.

Any Lien created for the benefit of the Holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) above.

Merger, Consolidation or Sale of All or Substantially All Assets

The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation or limited liability company organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”);

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(2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Test, or

(b) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

The Successor Company will succeed to, and be substituted for, the Issuer, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable.

The foregoing clauses (3), (4), (5) and (6) shall not apply to the merger contemplated by the Transaction Agreement. Notwithstanding the foregoing clauses (3) and (4),

(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and

(2) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer in a State of the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

No Guarantor will, and the Issuer will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)

(a) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after such transaction, no Default exists; and

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(d) the Issuer shall have delivered to the Trustee an Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(2) the transaction is made in compliance with clauses (1) and (2) of the first paragraph of the covenant described under “—Repurchase at the Option of Holders—Asset Sales.”

Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or with or wind up into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

Transactions with Affiliates

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30.0 million, a resolution adopted by the majority of the board of managers or directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Investments constituting Permitted Investments;

(3) the payment of management, consulting, monitoring, transaction and advisory fees and termination fees and related indemnities and expenses pursuant to the Sponsor Management Agreement as in effect on the Issue Date and any amendment, modification or replacement thereof or any similar agreement that is not, when taken as a whole, less favorable to the holders of the Notes in any material respect as compared to the Sponsor Management Agreement as in effect on the Issue Date (it being agreed, however, that termination fees (or similar amounts) payable upon the occurrence of an initial public offering or a Change of Control (or any events or circumstances of a substantially similar nature) not to exceed an amount equal to the present value (as determined (or pursuant to a determination agreed to) by the Issuer in good faith) of the aggregate amount of any fees that would otherwise have been payable under the Sponsor Management Agreement as in effect on the Issue Date during the stated term thereof shall in any event be permitted);

(4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements provided on behalf of, officers, members of the board of managers or directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

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(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on the Issue Date;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses, in each case as disclosed in this prospectus;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of managers or directors of the Issuer or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any direct or indirect parent of the Issuer or to any Permitted Holder or to any member of the board of managers or any director, officer, employee or consultant of the Issuer, any Subsidiary or any direct or indirect parent of the Issuer;

(11) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing;

(12) payments by the Issuer or any of its Restricted Subsidiaries to or for the benefit of any of the Investors or Founders made for any financial or transaction advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions, divestitures and securities offerings, which payments are approved by a majority of the board of managers or directors of the Issuer in good faith or are otherwise permitted by the Indenture (it being agreed that fees of up to 1.0% of the gross amount of any applicable transaction shall in any event be permitted);

(13) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans, restricted stock plans, bonus programs and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith; and

(14) investments by the Investors in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

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Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Issuer will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)

(a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries, except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

(b) the Indenture and the Notes;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person (which includes the survivor of any merger to effect such acquisition) so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary (at its Subsidiaries and their assets, if applicable);

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(j) customary provisions in any joint venture agreement and other similar agreement relating solely to such joint venture and its assets;

(k) customary provisions contained in leases, subleases, licenses or sublicenses and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals,

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increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(m) any other agreement governing Indebtedness entered into, or assumed or acquired, after the Issue Date that contains encumbrances and other restrictions that are, in the good faith judgment of the Issuer, no more restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than those encumbrances and other restrictions that are in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; and

(n) restrictions created in connection with any Qualified Securitization Financing that in the good faith determination of the Issuer are necessary or advisable to effect such Securitization Facility.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or guarantee all or a portion of the Senior Credit Facilities), other than a Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall only be required to comply with clauses (1) (other than with respect to any time period) and (2) above.

Reports and Other Information

Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and

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quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires the Issuer to file with the SEC within 15 days after the dates set forth below:

(1) within 90 days after the end of each fiscal year (105 days for the fiscal year ending December 31, 2007), annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (75 days for the fiscal quarter ending June 30, 2007 and September 30, 2007), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act beginning on and after the Issue Date;

in each case, in a manner that complies in all material respects with the requirements specified in such form. Notwithstanding the foregoing, the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing or (ii) prior to the consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, so long as if clause (i) or (ii) is applicable the Issuer makes available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case, at the Issuer’s expense and by the applicable date the Issuer would be required to file such information pursuant to the immediately preceding sentence. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under “Events of Default and Remedies” if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Indenture permits the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of any registration statement or other filing, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Limitation on Activities of the Co-Issuer

The Co-Issuer may not hold any material assets, become liable for any material obligations, engage in any material trade or business, or conduct any material business activity, other than (1) the issuance of its Equity Interests to the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary of the Issuer, (2) the incurrence of Indebtedness under the Notes, the Senior Credit Facilities and any other Indebtedness that is

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permitted to be incurred by the Issuer under the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Preferred Stock”, and (3) activities incidental thereto; provided, that the foregoing restrictions and limitations shall not apply upon (x) the merger or consolidation of the Co-Issuer with the Issuer (the survivor of which is a corporation organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof) or (y) the Issuer or any successor to the Issuer being or becoming a corporation organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof. The Indenture provides that so long as the Issuer or any successor to the Issuer under the Notes is an entity other than a corporation there shall be a co-issuer of the Notes that is a Wholly-Owned Subsidiary of the Issuer and a Restricted Subsidiary that is a corporation organized and existing under the laws of the United States, any state of the United States, or any territory thereof.

Events of Default and Remedies

The Indenture provides that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

(3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay any principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

(5) failure by the Issuer or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary; or

(7) the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, shall for any reason cease to be in full force and effect or any responsible officer of

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any Guarantor that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, as the case may be, denies that it has any further liability under its or their Guarantee(s) or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (6) above with respect to the Issuer) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) above with respect to the Issuer, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes.

The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured, waived, annulled or rescinded except nonpayment of principal or interest that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and

(4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee is under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to

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receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount of the total outstanding Notes are given the right to 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. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

The Indenture provides that the Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, within five Business Days, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Managers, Directors, Officers, Employees and Stockholders

No past, present or future member of the board of managers or any director, officer, employee, incorporator, member, partner or stockholder of any Co- Issuer or any Guarantor or any of their direct or indirect parent companies (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The obligations of the Issuer and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

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In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, 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, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance 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;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such 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;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

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(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2)(a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(c) the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

(d) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), other than Notes beneficially owned by the Issuer or its Affiliates.

The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

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(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in the amendment and waiver provisions of the Indenture described herein;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes 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 Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders of the Notes.

Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or Notes without the consent of any Holder:

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

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in a transaction that complies with the Indenture;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under the Indenture;

(11) to conform the text of the Indenture, Guarantees or the Notes to any provision of this “Description of the Exchange Notes” to the extent that such provision in this “Description of the Exchange Notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes; or

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(12) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indenture provides that the Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee is required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. Additionally, certain accounting, financial and other related terms as defined in this “Description of the Exchange Notes” section may be defined in a manner that is different from the definition of such terms (or similarly entitled terms) as used in our consolidated financial statements as presented under GAAP or as otherwise used in other sections of this prospectus.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or amalgamating with or into, or becoming a Restricted Subsidiary of, such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

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“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at June 15, 2011 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required interest payments due on such Note through June 15, 2011 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the then outstanding principal amount of such Note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law);

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business (it being understood that the sale of inventory or goods (or other assets) in bulk in connection with the closing of any number of retail locations in the ordinary course of business shall be considered a sale in the ordinary course of business);

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants—Limitation on Restricted Payments” or the making of any Permitted Investment;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $20.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

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(h) any issuance or sale of (i) Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary and (ii) Equity Interests in Employment Participation Subsidiaries to restaurant employees of, and development partners with, the Issuer and its Restricted Subsidiaries;

(i) foreclosures on or expropriations of assets;

(j) any disposition of Securitization Assets, or participations therein, in connection with any Qualified Securitization Financing, or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business;

(k) the granting of a Lien that is permitted under the covenant described above under “Certain Covenants—Liens”;

(l) the sale or issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(m) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation, and/or development of real property) by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by the Indenture; and

(n) any disposition of property and assets in connection with the Transactions.

“Bank Products” means any services or facilities on account of credit or debit cards, purchase cards or merchant services constituting a line of credit.

“board of directors” or “board of managers” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the board of directors or functional equivalent of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing, or, in each case, any duly authorized committee of such body.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, shares in the capital of such corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“Cash Equivalents” means:

(1) United States dollars;

(2)(a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

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(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks, and in each case in a currency permitted under clause (1) or (2) above;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above, and in each case in a currency permitted under clause (1) or (2) above;

(6) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof, and in each case in a currency permitted under clause (1) or (2) above;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof and in a currency permitted under clause (1) or (2) above;

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(9) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or higher from Moody’s with maturities of 24 months or less from the date of acquisition and in each case in a currency permitted under clause (1) or (2) above;

(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s and in each case in a currency permitted under clause (1) or (2) above;

(11) investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (10) above;

(12) with respect to any Foreign Subsidiary of the Issuer, instruments and investments correlative in type, maturity and rating to those referred to in clauses (1) to (11) above denominated in local currencies of the jurisdictions in which such Foreign Subsidiary conducts its business; and

(13) credit card receivables and debit card receivables so long as such are considered cash equivalents under GAAP and are so reflected on the Issuer’s balance sheet.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than overdraft facilities): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.

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“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person (other than (i) one or more Permitted Holders or (ii) any Wholly-Owned Subsidiary of the Issuer that is a Restricted Subsidiary and a Guarantor); or

(2) the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by (A) any Person (other than one or more Permitted Holders) or (B) Persons (other than one or more Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) acting, for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), as a group, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and debt discounts of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) penalties and interest related to taxes, (w) any Additional Interest with respect to the Notes, (x) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Securitization Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income actually received in cash for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, Transaction Expenses to the extent incurred on or prior to September 30, 2007, severance, relocation costs, Public Company Costs, catch-up or transition expenses for

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“Partner Equity Plans” to the extent relating to employee services rendered in prior periods, integration costs, pre-opening, opening, consolidation and closing costs for facilities (including restaurants), signing, retention or completion bonuses, transition costs, costs incurred in connection with acquisitions after the Issue Date, restructuring charges or reserves and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions (including sales or other dispositions of assets under a Securitization Facility) other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period by such Person,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain Covenants—Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in such Person’s consolidated financial statements, including adjustments to the inventory, property, equipment, software, goodwill, intangible assets (including favorable and unfavorable leases and contracts), deferred revenue and debt resulting from the application of purchase accounting pursuant to GAAP in relation to the Transactions or any consummated acquisition or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment or conversion of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off or write-down, in each case, pursuant to GAAP and the amortization of intangibles and other assets (including alcoholic beverage licenses) arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation charge or expense, including any such charge or expense arising from the grant of stock appreciation or similar rights, stock options, restricted stock or other equity-incentive programs and any charge or expense related to deferred compensation or change of control payment obligations, buyout of employee options and employee bonus programs, to the extent (x) funded on or prior to the Issue Date or (y) otherwise not exceeding $15.0 million in the aggregate since the Issue Date, shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of

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Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring costs incurred during such period as a result of any such transaction shall be excluded,

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded,

(13) any net gain or loss resulting from currency translation gains or losses related to currency remeasurements of Indebtedness (including any realized or unrealized net loss or gain resulting from hedge agreements for currency exchange risk) and any foreign currency translation gains or losses shall be excluded,

(14) any unrealized net gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Statement of Financial Accounting Standards No. 133 and related pronouncements shall be excluded,

(15) rent expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP) shall be excluded, and

(16) the amount of Tax Distributions made in respect of such period pursuant to clause (15)(b) of the second paragraph of the “Limitation on Restricted Payments” covenant shall be excluded.

In addition, to the extent not already included in the Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants—Limitation on Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) of the first paragraph thereof.

“Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to (x) the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Qualified Securitization Financings) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their

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respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP, less (y) the sum of (1) unrestricted cash and Cash Equivalents included on the consolidated balance sheet of the Issuer and any Restricted Subsidiaries as of such date and (2) all cash and Cash Equivalents held in, or credited to, the Capital Expenditures Account (as contemplated by the Senior Credit Facilities); provided that Indebtedness of the Issuer and its Restricted Subsidiaries under any revolving credit facility or line of credit as at any date of determination shall be determined using the Average Quarterly Balance of such Indebtedness for the most recently ended four fiscal quarters for which internal financial statements are available as of such date of determination (the “Reference Period”). For purposes hereof, (a) the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer, (b) “Average Quarterly Balance” means, with respect to any Indebtedness incurred by the Issuer or its Restricted Subsidiaries under a revolving facility or line of credit, the quotient of (x) the sum of each Individual Quarterly Balance for each fiscal quarter ended on or prior to such date of determination and included in the Reference Period divided by (y) 4, and (c) “Individual Quarterly Balance” means, with respect to any Indebtedness incurred by the Issuer or its Restricted Subsidiaries under a revolving credit facility or line of credit during any fiscal quarter of the Issuer, the quotient of (x) the sum of the aggregate outstanding principal amount of all such Indebtedness at the end of each day of such quarter month divided by (y) the number of days in such fiscal quarter.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Coverage Ratio Test” has the meaning set forth under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption, repurchase of, or collection or payment on, such Designated Non-cash Consideration.

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“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation of the Restricted Payments Basket.

“Designated Proceeds” means contributions made to the common equity of the Issuer by its direct parent company (other than contributions made with the cash proceeds from financing activities of such direct parent company or from other equity contributions to such parent or from dividends or other distributions or payments received by such parent from Other Parent Subsidiaries that are unrelated to the businesses conducted by the Other Parent Subsidiaries on the Issue Date after giving effect to the Transactions) designated as Designated Proceeds pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer prior to delivery of the financial statements for the quarter in which such contributions were received.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for Income Taxes of such Person and, without duplication, Tax Distributions made in respect of such period, in each case paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period plus realized and unrealized losses on Hedging Obligations plus bank fees and costs of surety bonds in connection with financing activities plus amounts excluded from Consolidated Interest Expense as set forth in clauses (v), (w), (x), (y) and (z) in the definition thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income, plus any financing fees, (including commitment, underwriting, funding, “rollover” and similar fees and commissions, discounts, yields and other fees, charges and amounts incurred in connection with the issuance or incurrence of Indebtedness and all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedging Obligations) and annual agency, unused line, or similar fees; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including

(i) such fees, expenses or charges related to the offering of the Notes, the Senior Credit Facilities and any Securitization Fees and

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(ii) any amendment or other modification of the Notes, the Senior Credit Facilities and any Securitization Fees, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income; plus

(f) any other non-cash charges, including (i) any write-offs or write-downs, (ii) equity-based awards compensation expense including, but not limited to, charged arising from stock options, restricted stock or other equity incentive programs, (iii) losses on sales, disposals or abandonment of, or any impairment charges or asset write-off or write-down related to, intangible assets, long-lived assets and investments in debt and equity securities, (iv) all losses from investments recorded using the equity method, and (v) other non-cash charges, non-cash expenses or non-cash losses reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses and any other fees and expenses paid or accrued in such period to, or for the benefit of, the Investors and the Founders to the extent otherwise permitted under “Certain Covenants—Transactions with Affiliates” and deducted (and not added back) in such period in computing Consolidated Net Income; plus

(i) the amount of net cost savings projected by the Issuer in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken within 18 months after the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $20.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”); plus

(j) the amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Qualified Securitization Financing; plus

(k) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Restricted Payments Basket; plus

(l) any net loss from disposed or discontinued operations; plus

(m) to the extent (1) covered by insurance under which the insurer has been properly notified and has affirmed or consented to coverage, expenses with respect to liability or casualty events or business interruption and (2) actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with the Transactions or an acquisition permitted under the Indenture; plus

(n) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income

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were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(o) to the extent Consolidated Net Income is not otherwise increased thereby, Designated Proceeds received during such period;

(2) decreased (without duplication) by:

(a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus

(b) any net income from disposed or discontinued operations, and

(3) increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of FASB Interpretation No. 45 (Guarantees).

“Employment Participation Subsidiary” means a limited partnership or other entity that is a Restricted Subsidiary of the Issuer (i) which contracts to provide services to one or more other Subsidiaries of the Issuer which operate one or more restaurants, (ii) which engages in no other material business activities and has no material assets other than those related to clause (i) above and (iii) in which restaurant employees of the Issuer and its Subsidiaries have an equity ownership interest.

“Employment Participation Subsidiary Conversion” means the purchase by one or more Restricted Subsidiaries of the Issuer of the ownership interests of restaurant employees in limited partnership Subsidiaries of the Issuer existing as of the Issue Date and which operate restaurants and the simultaneous use of the proceeds of such purchase by such restaurant employees to acquire ownership interests in one or more Employment Participation Subsidiaries.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Issuer; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

(1) contributions to its common equity capital other than Designated Proceeds, and

(2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

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in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be (provided that contributions that otherwise qualify as Designated Proceeds but have not previously been designated as such will constitute Excluded Contributions if designated as Excluded Contributions pursuant to such Officer’s Certificate delivered prior to the delivery of the financial statements for the quarter in which such contributions were received), which are excluded from the calculation of the Restricted Payments Basket.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, amalgamations, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, amalgamations, mergers, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, amalgamation, merger, consolidation or discontinued operations that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operations had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger or consolidation (including the Transactions) or discontinued operations and the amount of income or earnings relating thereto, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, amalgamation, merger or consolidation (including the Transactions) or discontinued operations which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

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“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“Founders” means (i) Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon; (ii) the spouses, ancestors, siblings, descendants (including children or grandchildren by adoption) and the descendants of any of the siblings of the Persons referred to in clause (i); (iii) in the event of the incompetence or death of any of the Persons described in clauses (i) or (ii), such Person’s estate, executor, administrator or committee administering such estate; (iv) any trust created for the benefit of the Persons described in any of clauses (i) through (iii) or any trust for the benefit of any such trust; or (v) any Person Controlled by any of the Persons described in any of clauses (i) through (iv).

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. For purposes of this “Description of the Exchange Notes,” the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under the Indenture and the Notes.

“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of the Indenture.

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“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the registrar’s books.

“Income Taxes” means, with respect to any Person, the foreign, federal, state and local taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax and Texas margin tax) and withholding taxes of such Person.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit (other than commercial letters of credit) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of a Qualified Securitization Financing or (c) obligations in connection with the Specified Lease Transaction (whether obligations under leases by the Issuer and its Restricted Subsidiaries or Indebtedness of any Specified Lease Entity).

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Banc of America Securities LLC, Deutsche Bank Securities Inc., ABN AMRO Incorporated, GE Capital Markets, Inc., Rabo Securities USA, Inc., SunTrust Capital Markets, Inc., and Wells Fargo Securities, LLC.

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“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or, in either case, an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“Investors” means Bain Capital Partners, LLC and Catterton Partners, each of their respective Affiliates and any investment funds advised or managed by any of the foregoing, but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means the June 14, 2007.

“Issuer” has the meaning set forth in the first paragraph under “General”; provided that when used in the context of determining the fair market value of an asset or liability under the Indenture, “Issuer” shall be deemed to mean the board of managers or directors of the Issuer when the fair market value is equal to or in excess of $50.0 million (unless otherwise expressly stated).

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention

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agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) secured by a Lien on the assets disposed of required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Other Parent Subsidiaries” means Subsidiaries of the direct parent company of the Issuer other than the Issuer and its Restricted Subsidiaries.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Net Proceeds received must be applied in accordance with the “Repurchase at the Option of Holders—Asset Sales” covenant.

“Permitted Debt” has the meaning set forth under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

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“Permitted Holders” means each of the Investors, the Founders and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors, Founders and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies. Any person or group whose acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the covenant described under “Repurchase at the Option of Holders—Change of Control” (or would result in a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with the covenant described under “Repurchase at the Option of Holders—Change of Control”) will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged, amalgamated or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the first paragraph under “Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date and any extension, modification, replacement or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date (or as subsequently amended or otherwise modified in a manner not disadvantageous to the Holders of the Notes in any material respect);

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of the definition of Permitted Debt;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater

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of (x) $50.0 million and (y) 2.5% of Total Tangible Assets at the time such Investment is made (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under the Restricted Payments Basket;

(10) guarantees (including Guarantees) of Indebtedness of the Issuer or any Restricted Subsidiary permitted under the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” performance guarantees and Contingent Obligations in the ordinary course of business and the creation of liens on the assets of the Issuer or any of its Restricted Subsidiaries in compliance with the covenant described in “Certain Covenants—Liens”;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (5) and (9) of the second paragraph thereof);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities), not to exceed $75.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Securitization Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Qualified Securitization Financing;

(15) advances to, or guarantees of Indebtedness of, employees, officers, members of the board of managers or directors and consultants not in excess of $15.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to officers, members of the board of managers or directors, employees and consultants for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof or to restaurant employees to fund such Person’s purchase of Equity Interests of an Employment Participation Subsidiary in the ordinary course of business;

(17) repurchases, redemptions and other acquisitions of Equity Interests in Employment Participation Subsidiaries held by current or former restaurant employees of, and development partners with, the Issuer or any of its Restricted Subsidiaries; and

(18) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons.

“Permitted Liens” means, with respect to any Person:

(1) pledges, deposits or security by such Person under worker’s compensation laws, unemployment insurance, employers’ health tax and other social security laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

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(2) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date;

(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (18), (19) or (22) of the definition of Permitted Debt; provided that Liens securing Indebtedness permitted to be incurred pursuant to such clause (18) extend only to the assets or stock of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to such clause (19) are solely on acquired property or the assets or stock of the acquired entity, as the case may be;

(7) Liens existing on the Issue Date;

(8) Liens existing on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(9) Liens existing on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger, amalgamation or consolidation; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) Liens securing Hedging Obligations and Cash Management Services so long as the related Indebtedness is permitted to be incurred under the Indenture;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;

(17) Liens on Securitization Assets and related assets incurred in connection with a Qualified Securitization Financing;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under such clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;

(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(23) Liens deemed to exist in connection with Investments in repurchase agreements or other Cash Equivalents permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement or other Cash Equivalent;

(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

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(26) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(27) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(28) restrictive covenants affecting the use to which real property may be put; provided, however, that the covenants are complied with;

(29) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(30) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; and

(32) customary transfer restrictions and purchase options in joint venture and similar agreements.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Public Company Costs” shall mean costs relating to compliance with the Sarbanes-Oxley Act of 2002, as amended, and other expenses arising out of or incidental to the Issuer’s status as a public company or issuer of publicly held securities, including costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act, as applicable to companies with equity securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, board compensation, fees and expense reimbursement, shareholder meetings and reports to shareholders, directors and officers’ insurance and other executive costs, any registration statement, or registered exchange offer, in respect of any Notes, legal and other professional fees, and listing fees, in each case incurred or accrued prior to the effectiveness of such registration statement or the consummation of such exchange offer and that will not continue to be incurred immediately after such effectiveness or consummation.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

“Qualified Securitization Financing” means any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the board of managers or directors of the Issuer shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Issuer or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Issuer), (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings and

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(iv) the Obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary). The grant of a security interest in any Securitization Assets of the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Senior Credit Facilities shall not be deemed a Qualified Securitization Financing.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the applicable security publicly available, another nationally recognized statistical rating agency or agencies, as the case may be, that rates such security and makes such rating publicly available.

“Registration Rights Agreement” means (i) the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Co-Issuers, the Guarantors and the Initial Purchasers and (ii) any other registration rights agreement entered into in connection with the issuance of Additional Notes in a private offering by the Co-Issuers after the Issue Date.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments” has the meaning set forth under “Certain Covenants—Limitation on Restricted Payments.”

“Restricted Payments Basket” has the meaning set forth under “Certain Covenants—Limitation on Restricted Payments.”

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Asset” means any accounts receivable, real estate asset, mortgage receivables or related assets, in each case subject to a Securitization Facility.

“Securitization Facility” means any of one or more securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Issuer

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or any of its Restricted Subsidiaries sells its Securitization Assets to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells Securitization Assets to a Person that is not a Restricted Subsidiary.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Securitization Financing.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.

“Senior Credit Facilities” means the credit facilities provided under the Credit Agreement, entered into as of the Issue Date by and among the Issuer, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank AG New York Branch, as Administrative Agent, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is a reasonable extension, development or expansion of any of the foregoing or is similar, reasonably related, incidental or ancillary thereto.

“Specified Lease Entity” means (i) one or more non-Subsidiary Affiliates of the Issuer, which is a Wholly-Owned Subsidiary of the direct parent company of the Issuer, to which the Issuer and/or its Restricted Subsidiaries has sold, transferred or assigned (or will sell, transfer and assign) in the Specified Lease Transactions certain real property interests and improvements, and (ii) their direct and indirect parent companies; provided, that any direct or indirect parent entity of the Issuer shall not be a Specified Lease Entity.

“Specified Lease Transactions” means the sale, transfer or assignment of real property interests, including improvements thereon, operated by the Issuer or its Restricted Subsidiaries as restaurants, substantially all of the net proceeds of which are substantially concurrently therewith applied to finance the Transactions or to refinance any interim or other financing used to finance the Transactions, to the extent that the Issuer or a Restricted Subsidiary has leased such real property interests, including improvements thereon, or otherwise arranged for the rights to use and operate such properties.

“Sponsor Management Agreement” means the management agreements and financial advisory agreements between certain of the management companies associated with certain of the Investors and the Issuer, as in effect on the Issue Date and as amended, supplemented, amended and restated, replaced or otherwise modified from

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time to time; provided, however, that the terms of any such amendment, supplement, amendment and restatement or replacement agreement are not, taken as a whole, less favorable to the holders of the Notes in any material respect than the original agreement in effect on the Issue Date.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Tax Distributions” means any distribution described in clause (15)(b) of the second paragraph of the “Limitation on Restricted Payments” covenant.

“Total Tangible Assets” means, as of any date, the total tangible assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries.

“Transaction Agreement” means the Agreement and Plan of Merger dated as of November 5, 2006 among Kangaroo Holdings, Inc., Kangaroo Acquisition, Inc. and the Issuer, as amended on May 21, 2007 and as the same may be further amended from time to time.

“Transaction Expenses” means any fees or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and members of the board of managers or directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options, restricted stock and deferred compensation.

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“Transactions” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes, the borrowings under the Senior Credit Facilities, the Specified Lease Transactions, the conversion of the Issuer and any of its Subsidiaries from corporations to limited liability companies, intercompany restructurings and reorganizations to effect or facilitate the Transactions (including the Employment Participation Subsidiary Conversion), each as in effect on the Issue Date, the application of proceeds therefrom (including the purchase of the Founders’ non-rollover equity in a sale transaction consummated immediately prior to the completion of the merger contemplated in connection with the Transaction Agreement) and the consummation of any other transactions in connection with the foregoing.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to June 15, 2011; provided, however, that if the period from the Redemption Date to June 15, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;

(2) such designation complies with the covenants described under “Certain Covenants—Limitation on Restricted Payments”; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Test; or

(2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

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Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of managers or directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or managers of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more Wholly-Owned Subsidiaries of such Person.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material United States federal income tax considerations of the ownership and disposition of the exchange notes and, only where so indicated, the original notes to U.S. holders (as defined below). The discussion is based upon the Code, Treasury regulations, Internal Revenue Service published rulings and judicial and administrative decisions in effect as of the date of this proxy statement, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. The following discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to note holders. The following discussion also does not address potential alternative minimum tax, foreign, state, local and other tax consequences of ownership and disposition of the notes. This discussion applies only to note holders who, on the date on of the exchange, hold the notes as a capital asset within the meaning of section 1221 of the Code. The following discussion does not address taxpayers subject to special treatment under U.S. federal income tax laws, such as insurance companies, financial institutions, dealers in securities or currencies, traders of securities that elect the mark-to-market method of accounting for their securities, persons that have a functional currency other than the U.S. dollar, tax-exempt organizations, mutual funds, real estate investment trusts, S corporations or other pass-through entities (or investors in an S corporation or other pass-through entity) and taxpayers subject to the alternative minimum tax. In addition, the following discussion may not apply to note holders who acquired their notes as compensation for services or through a tax-qualified retirement plan or who hold their shares as part of a hedge, straddle, conversion transaction or other integrated transaction. If notes are held through a partnership, the U.S. federal income tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships that are holders of notes and partners in such partnerships are urged to consult their own tax advisors regarding the tax consequences to them of ownership and disposition of the notes.

Please consult your own tax advisor regarding the application of U.S. federal income tax laws to your particular situation and the consequences of federal estate and gift tax laws, state, local and foreign laws and tax treaties.

For purposes of this summary, a “U.S. holder” is a beneficial owner of a note, who or that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state of the United States or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax regardless of its source;

• a trust if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) it was in existence on August 20, 1996 and has a valid election in place to be treated as a domestic trust for U.S. federal income tax purposes; or

• otherwise is subject to U.S. federal income taxation on a net income basis.

As used in this section, a “non-U.S. holder” means a beneficial owner of a exchange note that is not a U.S. holder.

Tax Consequences to U.S. Holders

This section applies to you if you are a U.S. holder.

Exchange Offer

You will not have taxable gain or loss on the exchange of original notes for exchange notes in connection with the exchange offer. Instead, your basis in the original notes will carry over to the exchange notes received, and the holding period of the exchange notes will include the holding period of the original notes surrendered.

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Payments of Interest

In general, you must report interest on the exchange notes in accordance with your accounting method. If you are a cash method taxpayer, which is the case for most individuals, you must report interest on the exchange notes in your income when you receive it. If you are an accrual method taxpayer, you must report interest on the exchange notes in your income as it accrues.

Under the terms of the exchange notes, we may be obligated to pay you amounts in excess of stated interest or principal on the exchange notes. For example, if we experience certain kinds of changes of control, we must offer to purchase the notes at 101% of their principal amount plus accrued and unpaid interest. We believe that the likelihood that we will pay you these amounts is remote. Thus, under special rules governing remote contingencies, the possibility of these payments will not affect the amount of interest income you recognize in advance of those payments. Our determination of whether a contingency is remote will be binding on you unless you explicitly disclose your contrary position to the IRS in the manner required by the applicable Treasury Regulations. Our determination is not, however, binding on the IRS, and if the IRS successfully challenged this determination, you could be required to accrue interest income on the exchange notes at a rate higher than the stated interest rate on the exchange notes.

We have the option to repurchase the exchange notes on or after June 15, 2001 at a price in excess of the issue price. If we were to exercise this option, the yield on the exchange note would be greater than it would otherwise be. Thus, under special rules governing this type of unconditional option, for tax purposes, we will be deemed not to exercise this option, and the possibility of this redemption premium will not affect the amount of interest income you recognize in advance of any such redemption premium.

Sale, Exchange or Retirement of the Exchange Notes

Subject to the discussion above and below, on the sale, exchange (other than for exchange notes pursuant to the exchange offer, as discussed above, or other tax-free transaction), redemption, retirement or other taxable disposition of a note, you will have taxable gain or loss equal to the difference between the amount received by you (other than amounts representing accrued and unpaid interest) and your adjusted tax basis in the exchange note. Your tax basis is the cost of the original note to you, increased by any accrued market discount if you have elected to include such market discount in your income with respect to the original note; and decreased by any amortizable bond premium you have applied to reduce interest on the original note, and any principal payments you receive with respect to the original note. Your gain or loss generally will be a capital gain or loss and will be a long-term capital gain or loss if you held the exchange note (and prior to the exchange note, the original note) for more than one year. The deductibility of capital losses is subject to limitation. If you sell the exchange note between interest payment dates, a portion of the amount you receive will reflect interest that has accrued on the exchange note but has not yet been paid by the sale date. That amount is treated as ordinary interest income and not as sale proceeds.

Market Discount and Bond Premium

Under the market discount and bond premium provisions of the Code, generally if you have purchased (1) an original note at our initial offering of the original notes, for an amount less than its issue price or (2) an original note or exchange note subsequent to our initial offering of the original notes, for an amount less than the sum of the issue price and the aggregate amount of OID included in the income of all previous holders, the difference will be treated as market discount. You will be required, subject to a de minimis exception, to treat any gain on the sale, exchange or retirement of the original note or the exchange note as ordinary income to the extent of the market discount that has not previously been included in your income and that has accrued on such original note or exchange note (including, in the case of an exchange note, any market discount accrued on the original note exchanged for such an exchange note) at the time of such sale, exchange or retirement. Unless you elect to accrue under a constant yield method, any market discount will be considered to accrue ratably during the period from the date of acquisition of the exchange note to the maturity date.

193

If an original note or an exchange note has market discount, you may be required to defer the deduction of all or a portion of the interest expense on any indebtedness incurred or continued in order to purchase or carry the original note or the exchange note (including, in the case of an exchange note, the interest expense on any indebtedness incurred or continued in order to purchase or carry the original note exchanged for such an exchange note) until (1) the maturity of the original note or exchange note, (2) the earlier disposition in a taxable transaction of the original note or exchange note or (3) if you make an appropriate election, a subsequent taxable year in which you realize sufficient interest income with respect to the exchange note. You may elect to include market discount in income currently as it accrues, on either a ratable or constant yield method, in which case the rule described above regarding deferral of interest deductions will not apply. This election to include market discount in income currently, once made, applies to all market discount obligations acquired by you during the taxable year of the election and thereafter, and may not be revoked without the consent of the Internal Revenue Service (the “IRS”).

If you have purchased an original note or an exchange note for an amount that is greater than its face value, you generally may elect to amortize that premium from the purchase date to the maturity date under a constant yield method. Amortizable premium can generally only offset interest income on such original note or exchange note (including, in the case of an exchange note, the income on the original note exchanged for such an exchange note) and generally may not be deducted against other income. Your basis in an original note or an exchange note will be reduced by any premium amortization deductions. An election to amortize premium on a constant yield method, once made, generally applies to all debt obligations held or subsequently acquired by you during the taxable year of the election and thereafter, and may not be revoked without the consent of the IRS.

The rules regarding market discount and bond premium are complex and the rules described above may not apply in all cases. Accordingly, you should consult your own tax adviser regarding their application.

Information Reporting and Backup Withholding

Pursuant to IRS tax rules, if you are a United Stated Holder who holds the notes through a broker or other securities intermediary, the intermediary must provide information to the IRS and to the holder on IRS Form 1099 concerning interest and retirement proceeds on the notes, unless an exemption applies. Similarly, unless an exemption applies, you must provide the intermediary or us with your Taxpayer Identification Number, or TIN, for use in reporting information to the IRS. For individuals, this is their social security number. You are also required to comply with other IRS requirements concerning information reporting, including a certification that you are not subject to backup withholding and are a U.S. person.

If you are a United States Holder who is subject to these requirements but does not comply, the intermediary must withhold a percentage of all amounts payable to you on the notes, including principal payments. Under current law, this percentage will be 28% through 2010, and (absent new legislation) 31% thereafter. This is called backup withholding. Backup withholding may also apply if we are notified by the IRS that such withholding is required or that the TIN provided by you is incorrect. Backup withholding is not an additional tax and taxpayers may use the withheld amounts, if any, as a credit against their federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

All individuals are subject to these requirements. Some non-individual holders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.

Tax Consequences to Non-U.S. Holders

This section applies to you if you are a non-U.S. holder.

Exchange Offer

The exchange of original notes for exchange notes in connection with the exchange offer will not be a taxable sale or exchange.

194

Interest

Subject to the discussion below concerning effectively connected income and backup withholding, payments of interest on the exchange notes by us or any paying agent to you will not be subject to U.S. federal withholding tax, provided that you satisfy one of two tests:

The first test (the “portfolio interest” exception) is satisfied if:

• you do not own, actually or constructively, 10% or more of the combined voting power of all classes of our stock entitled to vote,

• you are not a controlled foreign corporation (within the meaning of the Code) that is related, directly or indirectly, to us,

• you are not a bank receiving interest on the exchange notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of your trade or business, and

• either (1) you certify to us or our paying agent on IRS Form W-8BEN (or appropriate substitute form) under penalties of perjury, that you are not a U.S. person, or (2) you hold the exchange notes through a financial institution or other agent acting on your behalf, you provided appropriated documentation to the agent and your agent provided that certification to us or our paying agent, either directly or through other intermediaries. Special rules apply to non-U.S. holders that are pass-through entities rather than corporations or individuals.

The second test is satisfied if you are entitled to the benefits of an income tax treaty under which such interest is exempt from U.S. federal withholding tax, and you or your agent provides to us a properly executed IRS Form W-8BEN (or an appropriate substitute form evidencing eligibility for the exemption) or you hold your notes through a “qualified intermediary” to whom evidence of treaty benefits was provided.

Payments of interest on the exchange notes that do not meet either of the above-described tests will be subject to a U.S. federal income tax of 30% (or such lower rate provided by an applicable income tax treaty if you establish that you qualify to receive the benefits of such treaty) collected by means of withholding. However, if you have purchased a exchange note with bond premium please see your own tax advisor regarding the application of the bond premium rules.

Sale, Exchange or Retirement of the Exchange Notes

Subject to the discussion below concerning effectively connected income and backup withholding, you will not be subject to U.S. federal income tax on any gain (including gain attributable to market discount) realized on the sale, exchange or retirement of the exchange note unless you are an individual, you are present in the United States for at least 183 days during the year in which you dispose of the exchange note, and other conditions are satisfied.

Effectively Connected Income

The preceding discussion assumes that the interest and gain received by you is not effectively connected with the conduct by you of a trade or business in the United States. If you are engaged in a trade or business in the United States and your investment in a exchange note is effectively connected with such trade or business:

• You will be exempt from the 30% withholding tax on interest (provided a certification requirement, generally on IRS Form W-8ECI, is met) and will instead generally be subject to regular U.S. federal income tax on any interest and gain with respect to the exchange notes in the same manner as if you were a U.S. holder.

• If you are a foreign corporation, you may also be subject to an additional branch profits tax of 30% or such lower rate provided by an applicable income tax treaty if you establish that you qualify to receive the benefits of such treaty.

195

• If you are eligible for the benefits of a tax treaty, any effectively connected income or gain generally will be subject to U.S. federal income tax only if it is also attributable to a permanent establishment maintained by you in the United States.

U.S. Federal Estate Tax

A exchange note held or beneficially owned by an individual who, for estate tax purposes, is not a citizen or resident of the United States at the time of death will not be includable in the decedent’s gross estate for U.S. estate tax purposes, provided that (i) such holder or beneficial owner did not at the time of death actually or constructively own 10% or more of the combined voting power of all of our classes of stock entitled to vote, and (ii) at the time of death, payments with respect to such exchange note would not have been effectively connected with the conduct by such holder of a trade or business in the United States. In addition, the U.S. estate tax may not apply with respect to such exchange note under the terms of an applicable estate tax treaty. The estate tax does not apply for 2010, but (absent new legislation) is reinstated thereafter.

Information Reporting and Backup Withholding

U.S. rules concerning information reporting and backup withholding applicable to non-U.S. holders are as follows:

• Interest payments you receive will be automatically exempt from the usual backup withholding rules if such payments are subject to the 30% withholding tax on interest or if they are exempt from that tax by application of a tax treaty or the “portfolio interest” exception. The exemption does not apply if the withholding agent or an intermediary knows or has reason to know that you should be subject to the usual information reporting or backup withholding rules. In addition, information reporting may still apply to payments of interest (on Form 1042-S) even if certification is provided and the interest is exempt from the 30% withholding tax.

• Sale proceeds you receive on a sale of your exchange notes through a broker may be subject to information reporting and/or backup withholding if you are not eligible for an exemption, or do not provide the certification described above. In particular, information reporting and backup withholding may apply if you use the U.S. office of a broker, and information reporting (but generally not backup withholding) may apply if you use the foreign office of a broker that has certain connections to the United States.

• We suggest that you consult your tax advisor concerning the application of information reporting and backup withholding rules.

196

CERTAIN CONSIDERATIONS FOR BENEFIT PLAN INVESTORS

To the extent the exchange notes are purchased and held by an employee benefit plan subject to Title I of ERISA, or Section 4975 of the Code, the following considerations should be taken into account. A fiduciary of an employee benefit plan subject to ERISA must determine that the purchase and holding of an exchange note is consistent with its fiduciary duties under ERISA. The fiduciary of an ERISA plan, as well as any other prospective investor subject to Section 4975 of the Code, must also determine that its purchase and holding of exchange notes does not result in a non-exempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code. To address the above concerns, the exchange notes may not be purchased by or transferred to any investor unless the investment complies with the representations contained in paragraph 7 of the “Notice to Investors,” which are designed to ensure that the acquisition of the exchange notes will not constitute or result in a non-exempt prohibited transaction under ERISA or the Code.

Similar state and/or local laws may apply to plans and entities holding plan assets that are not subject to Title I of ERISA or Section 4975 of the Code.

197

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer which requests it, for use in any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account as a result of market-making activities or other trading activities pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus in connection with any resales of exchange notes. Any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.

For a period of 180 days after the effective date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain types of liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters in connection with the exchange notes and guarantees by those of the guarantors incorporated or organized under the laws of the State of Delaware will be passed upon for us by Ropes & Gray LLP, Boston, Massachusetts. Ropes & Gray LLP and some partners of Ropes & Gray LLP are members of RGIP, LLC, which is an investor in certain investment funds associated with Bain Capital, LLC and often a co-investor with such funds. RGIP, LLC owns, directly and indirectly, shares of capital stock of our parent company representing less than 1% of the outstanding shares of stock of such company. Certain legal matters relating to those of the guarantor that is incorporated under the laws of the State of Alabama will be passed upon for us by Bradley Arant Rose & White LLP, Birmingham, Alabama. Certain legal matters relating to those of the guarantors that are incorporated under the laws of the State of Florida will be based upon for us by Greenberg Traurig, P.A. Certain legal matters relating to those of the guarantors that are incorporated under the laws of the State of Georgia, the State of Maryland or the State of Texas will be passed upon for us by Greenberg Traurig, LLP. Certain legal matters relating to those of the guarantors that are incorporated under the laws of the State of Kansas will be passed upon for us by Bryan Cave LLP. Certain legal matters relating to those of the guarantors that are incorporated under the laws of the State of New Mexico will be passed upon for us by Holland & Hart LLP. Certain legal matters relating to those of the guarantors that are incorporated under the laws of the State of South Carolina will be passed upon for us by Nexsen Pruet, LLC. Certain legal matters relating to those of the guarantors that are incorporated under the laws of the State of West Virginia will be passed upon for us by The Fusco Legal Group, LC.

198

EXPERTS

The consolidated financial statements of OSI Restaurant Partners, LLC at December 31, 2007 and for the period from June 15, 2007 (date of inception) through December 31, 2007 included in this prospectus have been so included in the reliance on the report (which contains an explanatory paragraph regarding OSI Restaurant Partners, LLC acquiring controlling ownership of OSI Restaurant Partners, Inc. and its subsidiaries in a purchase transaction on June 14, 2007, as explained in Notes 1 and 2 to the consolidated financial statements included in this prospectus) of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, given the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of OSI Restaurant Partners, Inc. and its subsidiaries at December 31, 2006 and for the period ended June 14, 2007 and each of the years ended December 31, 2006 and 2005 included in this prospectus have been so included in reliance on the report (which contains an explanatory paragraph regarding the acquisition in a purchase transaction as of June 14, 2007 of the controlling ownership of OSI Restaurant Partners, Inc. and its subsidiaries, as explained in Notes 1 and 2 to the consolidated financial statements included in this prospectus) of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, given the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-4 under the Securities Act with the Commission with respect to the issuance of the exchange notes. This prospectus, which is included in the registration statement, does not contain all of the information included in the registration statement. Certain parts of this registration statement are omitted in accordance with the rules and regulations of the Commission. For further information about us and the exchange notes, we refer you to the registration statement. You should be aware that the statements made in this prospectus as to the contents of any agreement or other document filed as an exhibit to the registration statement are not complete. Although we believe that we have summarized the material terms of these documents in the prospectus, these statements should be read along with the full and complete text of the related documents.

We have agreed that, whether or not we are required to do so by the Commission, after consummation of the exchange offer or the effectiveness of a shelf registration statement, for so long as any of the exchange notes remain outstanding, we will file with the Commission (or we will furnish to holders of the exchange notes if not filed with the Commission), within the time periods specified in the rules and regulations of the Commission:

• all quarterly and annual reports on Forms 10-Q and 10-K, and

• all current reports that would be required to be filed with the Commission on Form 8-K if we were required to file these reports.

Any reports or documents we file with the Commission, including the registration statement, may be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of these reports or other documents may be obtained at prescribed rates from the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. For further information about the Public Reference Section, call 1-800-SEC-0330. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

199

I NDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Certified Public Accounting Firm (Predecessor)	F-2
Report of Independent Registered Certified Public Accounting Firm (Successor)	F-3
Consolidated Balance Sheets as of December 31, 2007 (Successor) and December 31, 2006 (Predecessor)	F-4
Consolidated Statements of Operation for the period from June 15 to December 31, 2007 (Successor), the period from January 1 to June 14, 2007 and the years ended December 31, 2006 and 2005 (Predecessor)	F-6
Consolidated Statements of Unitholder’s/Stockholders’ Equity for the period from June 15 to December 31, 2007 (Successor), the period from January 1 to June  14, 2007 and the years ended December 31, 2006 and 2005 (Predecessor)	F-7
Consolidated Statements of Cash Flows for the period from June 15 to December 31, 2007 (Successor), the period from January 1 to June 14, 2007 and the years ended December  31, 2006 and 2005 (Predecessor)	F-9
Notes to the Consolidated Financial Statements	F-11

F-1

Report of Independent Registered Certified Public Accounting Firm

To Board of Directors and Unitholder of

OSI Restaurant Partners, LLC

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of OSI Restaurant Partners, Inc. and its subsidiaries (the “Predecessor”) at December 31, 2006, and the results of their operations and their cash flows for the period ended June 14, 2007 and each of the years ended December 31, 2006 and 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Predecessor’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Notes 1 and 2, Kangaroo Holdings, Inc., the ultimate parent of OSI Restaurant Partners, LLC and subsidiaries (the “Successor”), acquired controlling ownership of the Predecessor in a purchase transaction on June 14, 2007. The acquisition was accounted for as a purchase and, accordingly, the consolidated financial statements of the Successor are not comparable to those of the Predecessor.

/s/    PricewaterhouseCoopers LLP

Tampa, Florida

April 29, 2008

F-2

Report of Independent Registered Certified Public Accounting Firm

To Board of Directors and Unitholder of

OSI Restaurant Partners, LLC

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, unitholder’s equity and cash flows present fairly, in all material respects, the financial position of OSI Restaurant Partners, LLC (the “Successor”) at December 31, 2007, and the results of their operations and their cash flows for the period from June 15, 2007 (date of inception) through December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Successor’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As discussed in Notes 1 and 2, Kangaroo Holdings, Inc., the ultimate parent of the Successor, acquired controlling ownership of OSI Restaurant Partners, Inc. and its subsidiaries (the “Predecessor”) in a purchase transaction on June 14, 2007. The acquisition was accounted for as a purchase and, accordingly, the consolidated financial statements of the Successor are not comparable to those of the Predecessor.

/s/    PricewaterhouseCoopers LLP

Tampa, Florida

April 29, 2008

F-3

OSI Restaurant Partners, LLC

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

	SUCCESSOR		PREDECESSOR
	DECEMBER 31, 2007		DECEMBER 31, 2006
ASSETS
Current Assets
Cash and cash equivalents	$	171,104	$	94,856
Current portion of restricted cash		4,006		—
Short-term investments		—		681
Inventories		81,036		87,066
Deferred income tax assets		24,618		22,092
Other current assets		86,149		110,501
Total current assets		366,913		315,196
Restricted cash		32,237		—
Property, fixtures and equipment, net		1,245,245		1,548,926
Investments in and advances to unconsolidated affiliates, net		26,212		26,269
Deferred income tax assets		—		69,952
Goodwill		1,060,529		150,278
Intangible assets, net		716,631		26,102
Other assets, net		223,242		89,914
Notes receivable collateral for franchisee guarantee		32,450		31,950
Total assets	$	3,703,459	$	2,258,587

(CONTINUED…)

F-4

OSI Restaurant Partners, LLC

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT COMMON UNITS)

	SUCCESSOR			PREDECESSOR
	DECEMBER 31, 2007			DECEMBER 31, 2006
LIABILITIES AND UNITHOLDER’S/STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	155,923		$	165,674
Sales taxes payable		18,589			22,978
Accrued expenses		136,377			97,134
Current portion of accrued buyout liability		11,793			15,546
Unearned revenue		196,298			186,977
Income taxes payable		2,803			15,497
Current portion of long-term debt		34,975			60,381
Current portion of guaranteed debt		32,583			—
Total current liabilities		589,341			564,187
Partner deposit and accrued buyout liability		122,738			102,924
Deferred rent		21,416			73,895
Deferred income tax liability		291,709			—
Long-term debt		1,808,475			174,997
Guaranteed debt		2,495			34,578
Other long-term liabilities, net		233,031			49,864
Total liabilities		3,069,205			1,000,445
Commitments and contingencies
Minority interests in consolidated entities		34,862			36,929
Unitholder’s/Stockholders’ Equity
Common units, no par value, 100 units authorized, issued and outstanding as of December 31, 2007		—			—
Common stock, $0.01 par value, 200,000 shares authorized; 78,750 shares issued and 75,127 shares outstanding as of December 31, 2006		—			788
Additional paid-in capital		641,647			269,872
(Accumulated deficit) retained earnings		(40,055	)		1,092,271
Accumulated other comprehensive (loss) income		(2,200	)		8,388
		599,392			1,371,319
Less treasury stock, 3,623 shares at December 31, 2006, at cost		—			(150,106	)
Total unitholder’s/stockholders’ equity		599,392			1,221,213
	$	3,703,459		$	2,258,587

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

OSI Restaurant Partners, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS)

	SUCCESSOR			PREDECESSOR
	PERIOD FROM JUNE 15 to DECEMBER 31, 2007			PERIOD FROM JANUARY 1 to JUNE 14, 2007			YEAR ENDED DECEMBER 31, 2006			YEAR ENDED DECEMBER 31, 2005
Revenues
Restaurant sales	$	2,227,926		$	1,916,689		$	3,919,776		$	3,590,869
Other revenues		12,098			9,948			21,183			21,848
Total revenues		2,240,024			1,926,637			3,940,959			3,612,717
Costs and expenses
Cost of sales		790,592			681,455			1,415,459			1,315,340
Labor and other related		623,159			540,281			1,087,258			930,356
Other restaurant operating		557,459			440,545			885,562			783,745
Depreciation and amortization		102,263			74,846			151,600			127,773
General and administrative		138,376			158,147			234,642			197,135
Hurricane property losses		—			—			—			3,101
Provision for impaired assets and restaurant closings		21,766			8,530			14,154			27,170
Contribution for “Dine Out for Hurricane Relief”		—			—			—			1,000
(Income) loss from operations of unconsolidated affiliates		(1,261	)		692			(5	)		(1,479	)
Total costs and expenses		2,232,354			1,904,496			3,788,670			3,384,141
Income from operations		7,670			22,141			152,289			228,576
Other income (expense), net		—			—			7,950			(2,070	)
Interest income		4,725			1,561			3,312			2,087
Interest expense		(98,722	)		(6,212	)		(14,804	)		(6,848	)
(Loss) income before (benefit) provision for income taxes and minority interest in consolidated entities’ income		(86,327	)		17,490			148,747			221,745
(Benefit) provision for income taxes		(47,143	)		(1,656	)		41,812			73,808
(Loss) income before minority interest in consolidated entities’ income		(39,184	)		19,146			106,935			147,937
Minority interest in consolidated entities’ income		871			1,685			6,775			1,191
Net (loss) income	$	(40,055	)	$	17,461		$	100,160		$	146,746

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

OSI Restaurant Partners, LLC

CONSOLIDATED STATEMENTS OF UNITHOLDER’S/ STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT COMMON SHARES)

PREDECESSOR	COMMON STOCK SHARES		COMMON STOCK AMOUNT		ADDITIONAL PAID-IN CAPITAL			RETAINED EARNINGS			ACCUM- ULATED OTHER COMPRE- HENSIVE (LOSS) INCOME			UNEARNED COMPEN- SATION			TREASURY STOCK			TOTAL
Balance, December 31, 2004	73,767		$	788	$	273,442		$	981,823		$	(2,118	)	$	—		$	(206,824	)	1,047,111
Purchase of treasury stock	(2,177	)		—		—			—			—			—			(92,363	)	(92,363	)
Reissuance of treasury stock	2,220			—		(3,686	)		(28,687	)		—			—			88,280		55,907
Dividends ($0.52 per share)	—			—		—			(38,753	)		—			—			—		(38,753	)
Stock option income tax benefit	—			—		16,514			—			—			—			—		16,514
Stock option compensation expense	—			—		3,412			—			—			—			—		3,412
Issuance of restricted stock	1,044			—		3,686			(3,185	)		—			(44,202	)		43,701		—
Amortization of restricted stock	—			—		—			—			—			3,344			—		3,344
Net income	—			—		—			146,746			—			—			—		146,746
Foreign currency translation adjustment	—			—		—			—			2,502			—			—		2,502
Total comprehensive income	—			—		—			—			—			—			—		149,248
Balance, December 31, 2005	74,854			788		293,368			1,057,944			384			(40,858	)		(167,206	)	1,144,420
Reclassification upon adoption of SFAS No. 123R	—			—		(40,858	)		—			—			40,858			—		—
Purchase of treasury stock	(1,419	)		—		—			—			—			—			(59,435	)	(59,435	)
Reissuance of treasury stock	1,432			—		—			(25,340	)		—			—			65,177		39,837
Dividends ($0.52 per share)	—			—		—			(38,896	)		—			—			—		(38,896	)
Stock option income tax benefit	—			—		8,058			—			—			—			—		8,058
Stock option compensation expense	—			—		10,245			—			—			—			—		10,245
Issuance of restricted stock	260			—		(9,761	)		(1,597	)		—			—			11,358		—
Amortization of restricted stock	—			—		8,820			—			—			—			—		8,820
Net income	—			—		—			100,160			—			—			—		100,160
Foreign currency translation adjustment	—			—		—			—			8,004			—			—		8,004
Total comprehensive income	—			—		—			—			—			—			—		108,164
Balance, December 31, 2006	75,127			788		269,872			1,092,271			8,388			—			(150,106	)	1,221,213

(continued…)

F-7

OSI Restaurant Partners, LLC

CONSOLIDATED STATEMENTS OF UNITHOLDER’S/ STOCKHOLDERS’ EQUITY—(Continued)

(IN THOUSANDS, EXCEPT COMMON SHARES AND UNITS)

PREDECESSOR	COMMON STOCK SHARES	COMMON STOCK AMOUNT		ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			ACCUM- ULATED OTHER COMPRE- HENSIVE (LOSS) INCOME			UNEARNED COMPEN- SATION		TREASURY STOCK			TOTAL
Reissuance of treasury stock	549		—		—		(11,021	)		—			—		26,390			15,369
Dividends ($0.13 per share)	—		—		—		(9,887	)		—			—		—			(9,887	)
Stock option income tax benefit	—		—		3,052		—			—			—		—			3,052
Stock option compensation expense	—		—		12,049		—			—			—		—			12,049
Amortization of restricted stock	—		—		4,892		—			—			—		—			4,892
Adjustment for FIN 48 adoption	—		—		—		(1,612	)		—			—		—			(1,612	)
Net income	—		—		—		17,461			—			—		—			17,461
Foreign currency translation adjustment	—		—		—		—			(954	)		—		—			(954	)
Total comprehensive income	—		—		—		—			—			—		—			16,507
Balance, June 14, 2007	75,676	$	788	$	289,865	$	1,087,212		$	7,434		$	—	$	(123,716	)	$	1,261,583

SUCCESSOR	COMMON UNITS	COMMON UNITS AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED OTHER COMPREHENSIVE LOSS			TOTAL
Balance, June 15, 2007	100	$	—	$	637,366	$	—		$	—		$	637,366
Amortization of restricted stock and long-term incentives	—		—		4,281		—			—			4,281
Net loss	—		—		—		(40,055	)		—			(40,055	)
Foreign currency translation adjustment	—		—		—		—			(2,200	)		(2,200	)
Total comprehensive loss	—		—		—		—			—			(42,255	)
Balance, December 31, 2007	100	$	—	$	641,647	$	(40,055	)	$	(2,200	)	$	599,392

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-8

OSI Restaurant Partners, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

	SUCCESSOR			PREDECESSOR
	PERIOD FROM JUNE 15 to DECEMBER 31, 2007			PERIOD FROM JANUARY 1 to JUNE 14, 2007			YEAR ENDED DECEMBER 31, 2006			YEAR ENDED DECEMBER 31, 2005
Cash flows from operating activities:
Net (loss) income	$	(40,055	)	$	17,461		$	100,160		$	146,746
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization		102,263			74,846			151,600			127,773
Amortization of deferred financing fees		5,879			—			—			—
Provision for impaired assets and restaurant closings and hurricane losses		21,766			8,530			14,154			30,271
Stock-based and other non-cash compensation expense		24,168			33,981			70,642			13,474
Income tax benefit credited to equity		—			3,052			8,058			16,514
Excess income tax benefits from stock-based compensation		—			(1,541	)		(4,046	)		—
Minority interest in consolidated entities’ income		871			1,685			6,775			1,191
(Income) loss from operations of unconsolidated affiliates		(1,261	)		692			(5	)		(1,479	)
Change in deferred income taxes		(13,156	)		(41,732	)		(25,005	)		(23,318	)
Loss (gain) on disposal of property, fixtures and equipment and lease termination		—			3,496			(6,264	)		3,605
Unrealized loss on interest rate collar		5,357			—			—			—
Gain on life insurance investments		(3,055	)		—			—			—
Gain on restricted cash investments		(273	)		—			—			—
Change in assets and liabilities, net of effects of acquisitions:
Decrease (increase) in inventories		782			5,235			(18,387	)		(5,635	)
(Increase) decrease in other current assets		(25,352	)		44,853			(30,932	)		(19,686	)
Decrease (increase) in other assets		12,700			(5,352	)		(147	)		(10,301	)
Increase in accrued interest payable		3,496			74			336			150
(Decrease) increase in accounts payable, sales taxes payable and accrued expenses		(18,121	)		44,558			34,741			28,265
Increase in deferred rent		21,416			4,108			12,386			12,099
Increase (decrease) in unearned revenue		77,632			(68,311	)		16,192			14,403
(Decrease) increase in income taxes payable		(14,244	)		2,527			(2,274	)		7,166
(Decrease) increase in other long-term liabilities		(32	)		27,471			22,729			22,876
Net cash provided by operating activities		160,781			155,633			350,713			364,114
Cash flows used in investing activities:
Purchase of investment securities		—			(2,455	)		(5,632	)		(5,568	)
Maturities and sales of investment securities		1,134			2,002			6,779			5,165
Purchase of Company-owned life insurance		(63,930	)		—			—			—
Cash paid for acquisitions of businesses, net of cash acquired		—			(250	)		(63,622	)		(5,200	)
Acquisition of OSI Restaurant Partners, Inc.		(3,092,296	)		—			—			—
Acquisition of liquor licenses		(1,572	)		(1,553	)		—			—
Proceeds from sale-leaseback transactions		925,090			—			—			5,000
Capital expenditures		(77,065	)		(119,359	)		(297,734	)		(327,862	)
Proceeds from the sale of property, fixtures and equipment and lease termination		—			1,948			31,693			11,508
Restricted cash received for capital expenditures and certain deferred compensation plans		136,723			—			—			—
Restricted cash used to fund capital expenditures and certain deferred compensation plans		(121,109	)		—			—			—
Deposits to partner deferred compensation plans		—			—			(6,310	)		—
Payments from unconsolidated affiliates		152			—			358			131
Distributions to unconsolidated affiliates		(112	)		(86	)		—			—
Investments in and advances to unconsolidated affiliates		(4,649	)		—			(2,267	)		(1,956	)
Net cash used in investing activities	$	(2,297,634	)	$	(119,753	)	$	(336,735	)	$	(318,782	)

(CONTINUED...)

F-9

OSI Restaurant Partners, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

	SUCCESSOR			PREDECESSOR
	PERIOD FROM JUNE 15 to DECEMBER 31, 2007			PERIOD FROM JANUARY 1 to JUNE 14, 2007			YEAR ENDED DECEMBER 31, 2006			YEAR ENDED DECEMBER 31, 2005
Cash flows provided by (used in) financing activities:
Proceeds from issuance of long-term debt	$	17,900		$	123,648		$	371,787		$	171,546
Proceeds from the issuance of senior secured term loan facility		1,310,000			—			—			—
Proceeds from the issuance of revolving lines of credit		11,500			—			—			—
Proceeds from the issuance of senior notes		550,000			—			—			—
Repayments of long-term debt		(199,388	)		(210,834	)		(294,147	)		(141,084	)
Deferred financing fees		(63,313	)		—			—			—
Contributions from Ultimate Parent		42,413			—			—			—
Proceeds from minority interest contributions		1,581			3,940			3,323			8,635
Distributions to minority interest		(5,306	)		(4,579	)		(12,541	)		(17,899	)
(Decrease) increase in partner deposit and accrued buyout liability		(633	)		(6,212	)		(12,139	)		11,830
Excess income tax benefits from stock-based compensation		—			1,541			4,046			—
Dividends paid		—			(9,887	)		(38,896	)		(38,753	)
Proceeds from the issuance of common stock		600,373			—			—			—
Proceeds from exercise of employee stock options		—			14,477			34,004			49,655
Payments for purchase of treasury stock		—			—			(59,435	)		(92,363	)
Net cash provided by (used in) financing activities		2,265,127			(87,906	)		(3,998	)		(48,433	)
Net increase (decrease) in cash and cash equivalents		128,274			(52,026	)		9,980			(3,101	)
Cash and cash equivalents at the beginning of the period		42,830			94,856			84,876			87,977
Cash and cash equivalents at the end of the period	$	171,104		$	42,830		$	94,856		$	84,876
Supplemental disclosures of cash flow information:
Cash paid for interest	$	83,832		$	6,443		$	14,582		$	6,916
Cash paid for income taxes, net of refunds		(2,942	)		(25,097	)		72,160			88,516
Supplemental disclosures of non-cash items:
Purchase of employee partners’ interests in cash flows of their restaurants	$	—		$	882		$	6,083		$	4,208
Conversion of partner deposit and accrued buyout liability to notes		2,080			3,198			3,673			2,827
Increase in guaranteed debt and investment in unconsolidated affiliate		—			—			2,495			—
Acquisitions of property, fixtures and equipment through accounts payable		1,885			5,305			17,501			—
Litigation liability and insurance receivable		—			—			(39,000	)		39,000
Issuance of restricted stock		—			—			9,761			44,202

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-10

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

Basis of Presentation

On June 14, 2007, OSI Restaurant Partners, Inc. was acquired by an investor group. Immediately following consummation of the merger and related transactions (the “Merger”) on June 14, 2007, OSI Restaurant Partners, Inc. converted into a Delaware limited liability company named OSI Restaurant Partners, LLC (see Note 2).

Therefore, the accompanying consolidated financial statements are presented for two periods: Predecessor and Successor, which relate to the period preceding the Merger and the period succeeding the Merger, respectively. The operations of OSI Restaurant Partners, Inc. are referred to for the Predecessor period and the operations of OSI Restaurant Partners, LLC are referred to for the Successor period. Unless the context otherwise indicates, as used in this report, the term the “Company” and other similar terms mean (a) prior to the Merger, OSI Restaurant Partners, Inc. and (b) after the Merger, OSI Restaurant Partners, LLC.

The Company develops and operates casual dining restaurants primarily in the United States. Additional Outback Steakhouse restaurants in which the Company has no direct investment are operated under franchise agreements.

In the opinion of the Company, all adjustments (consisting only of normal recurring entries) necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included.

Revisions

Certain prior year amounts shown in the accompanying Consolidated Statements of Cash Flows in the consolidated financial statements have been revised to correctly reflect the 2007 Successor presentation and are deemed not to be material to the Consolidated Statements of Cash Flows. These revisions had no effect on total assets, total liabilities, unitholder’s/stockholders’ equity or net (loss) income. The Company has revised its Consolidated Statements of Cash Flows to reflect the “Acquisitions of property, fixtures and equipment through accounts payable” as a non-cash item. This revision caused the line items “(Decrease) increase in accounts payable, sales taxes payable and accrued expenses” and “Capital expenditures” to increase by $17,501,000 for the period from January 1 to June 14, 2007 and to decrease by $17,501,000 for the year ended December 31, 2006. These changes caused “Net cash provided by operating activities” and “Net cash used in investing activities” to increase by $17,501,000 for the period from January 1 to June 14, 2007 and to decrease by $17,501,000 for the year ended December 31, 2006. The Company also has revised its Consolidated Statements of Cash Flows to reflect the “Acquisition of liquor licenses” separately as investing cash flows rather than combined in “Decrease (increase) in other assets” as operating cash flows. This change caused the line item “Decrease (increase) in other assets” to decrease by $1,553,000 and the line items “Net cash provided by operating activities” and “Net cash used in investing activities” to increase by $1,553,000 for the period from January 1 to June 14, 2007. The cumulative effect of these changes on the line items “Net cash provided by operating activities” and “Net cash used in investing activities” was an increase of $19,054,000 for the period from January 1 to June 14, 2007. The Company also has revised its Consolidated Statements of Cash Flows to reflect the line item “Proceeds from sale-leaseback transactions” as investing cash flows rather than financing cash flows. This change caused “Net cash used in investing activities” to decrease by $5,000,000 and “Net cash used in financing activities” to increase by $5,000,000 for the year ended December 31, 2005.

2. Transactions

On November 5, 2006, OSI Restaurant Partners, Inc. entered into a definitive agreement to be acquired by Kangaroo Holdings, Inc. (the “Ultimate Parent” or “KHI”), which is controlled by an investor group comprised of affiliates of Bain Capital Partners, LLC (“Bain Capital”) and Catterton Partners (“Catterton”), Chris T.

F-11

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Sullivan, Robert D. Basham and J. Timothy Gannon (the “Founders” of the Company) and certain members of management of the Company (the Founders and such members of management are collectively referred to as the “Continuing Investors”) for $40.00 per share in cash (“Merger Consideration”). On May 21, 2007, this agreement was amended to increase the Merger Consideration to $41.15 per share in cash, payable to all shareholders except the Founders, who instead converted a portion of their equity interest to equity in the Ultimate Parent and received $40.00 per share for their remaining shares. Immediately following consummation of the Merger on June 14, 2007, the Company converted into a Delaware limited liability company named OSI Restaurant Partners, LLC.

The total purchase price was approximately $3.1 billion. The Merger was financed by borrowings under new senior secured credit facilities, proceeds from the issuance of senior notes, the proceeds from the Private Restaurant Properties, LLC (“PRP”) Sale-Leaseback Transaction described below, the investment made by Bain Capital and Catterton, rollover equity from the Founders and investments made by certain members of management (see Note 10).

In connection with the Merger, the Company caused its wholly-owned subsidiaries to sell substantially all of the Company’s domestic restaurant properties to its newly-formed sister company, PRP, for approximately $987,700,000. PRP then leased the properties to Private Restaurant Master Lessee, LLC, the Company’s wholly-owned subsidiary, under a market rate master lease. The market rate master lease is a triple net lease with a 15-year term. The sale of substantially all of the domestic wholly-owned restaurant properties to PRP and entry into the market rate master lease and the underlying subleases resulted in operating leases for the Company and is referred to as the “PRP Sale-Leaseback Transaction.”

The Company identified six restaurant properties included in the PRP Sale-Leaseback Transaction that failed to qualify for sale-leaseback accounting treatment in accordance with SFAS No. 98, “Accounting for Leases” (“SFAS No. 98”), as title transfer for these properties did not occur on June 14, 2007. The Company has one year from the PRP Sale-Leaseback Transaction to correct all title defects and complete construction. For those properties that do not meet the requirements for title transfer after one year, the Company must purchase them back from PRP on or before the expiration of the one-year period at the original purchase price. The Company has included approximately $17,825,000 for the fair value of these properties in the line items “Property, fixtures and equipment, net” and “Current portion of long-term debt” in its Consolidated Balance Sheet at December 31, 2007 (see Notes 6 and 10). The future lease payments made pursuant to the lease agreement will be treated as interest expense and principal payments until such time as the requirements for sale-leaseback treatment are achieved or the Company repurchases the properties.

In accordance with revised FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,” (“FIN 46R”), the Company determined that PRP is a variable interest entity; however the Company is not its primary beneficiary. As a result, PRP has not been consolidated into the Company’s financial statements. If the market rate master lease were to be terminated in connection with any default by the Company or if the lenders under PRP’s real estate credit facility were to foreclose on the restaurant properties as a result of a PRP default under its real estate credit facility, the Company could, subject to the terms of a subordination and nondisturbance agreement, lose the use of some or all of the properties that it leases under the market rate master lease.

Merger expenses of approximately $33,174,000 and $7,590,000 for the periods from January 1 to June 14, 2007 and from June 15 to December 31, 2007, respectively, were included in general and administrative expenses in the Company’s Consolidated Statements of Operations and reflect primarily the professional service costs incurred in connection with the Merger.

The assets and liabilities of the Company were assigned values, part carryover basis pursuant to Emerging Issues Task Force Issue No. 88-16, “Basis in Leveraged Buyout Transactions” (“EITF No. 88-16”), and part fair

F-12

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

value, similar to a step acquisition, pursuant to EITF No. 90-12, “Allocating Basis to Individual Assets and Liabilities for Transactions within the Scope of Issue No. 88-16” (“EITF No. 90-12”). As a result, there were zero retained earnings and accumulated depreciation after the allocation was made.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. None of the goodwill recorded in relation to the Merger is expected to be deductible for income tax purposes.

The following table summarizes the acquisition consideration, including transaction fees and expenses (in thousands):

	JUNE 14, 2007
Total acquisition consideration:
Cash paid for equity upon Merger	$	3,067,561
Transaction fees and expenses		24,715
Total cash paid		3,092,276
Rollover equity from Founders		181,500
Deemed dividend to continuing stockholders		(198,300	)
Total purchase price	$	3,075,476

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed in connection with the Merger (in thousands):

Current assets	$	216,650
Restricted cash		47,578
Property, fixtures and equipment		2,199,517
Investments in and advances to unconsolidated affiliates		25,777
Deferred income tax assets (long-term)		238,936
Intangible assets		742,810
Other assets		83,444
Notes receivable collateral for franchisee guarantee		32,450
Current liabilities		(461,367	)
Partner deposit and accrued buyout liability		(114,296	)
Deferred income tax liability (long-term)		(543,821	)
Long-term debt		(147,959	)
Guaranteed debt		(35,078	)
Other long-term liabilities		(220,078	)
Minority interests in consolidated entities		(37,975	)
Additional paid-in capital		(11,379	)
Net assets acquired	$	2,015,209
Excess purchase price attributed to goodwill	$	1,060,267

The Company believes its market position, proven ability to grow market share through strong and profitable growth and broad product portfolio are the primary factors that contributed to a total purchase price that resulted in the recognition of goodwill.

Identifiable intangible assets include the Company’s trade names, trademarks, franchise agreements and net favorable leases. The fair values and useful lives of identified intangible assets are based on many factors,

F-13

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

including estimates and assumptions of future operating performance, estimates of cost avoidance, the specific characteristics of the identified intangible assets and historical experience (see Note 7).

The following table reflects the pro forma total revenues and net loss for the Predecessor periods presented as though the Merger had taken place at the beginning of each period. The pro forma results are not necessarily indicative of the results of operations that would have occurred had the Merger actually taken place on the first day of the respective periods, nor of future results of operations.

	PRO FORMA (UNAUDITED, IN THOUSANDS)
	YEAR ENDED DECEMBER 31, 2007			YEAR ENDED DECEMBER 31, 2006
Total revenues	$	4,166,661		$	3,940,959
Net loss	$	(64,402	)	$	(56,935	)

3. Summary of Significant Accounting Policies

Principles of Consolidation

The Company’s consolidated financial statements include the accounts and operations of OSI Restaurant Partners, LLC, OSI Co-Issuer, Inc. and the Company’s affiliated partnerships and limited liability corporations in which it is a general partner or managing member and owns a controlling financial interest. OSI Co-Issuer, Inc., a wholly-owned subsidiary of OSI Restaurant Partners, LLC, was formed to facilitate the Merger and does not conduct ongoing business operations. The Company’s consolidated financial statements also include the accounts and operations of its Roy’s consolidated joint venture in which it has a less than majority ownership. The Company consolidates this venture because it controls the executive committee (which functions as a board of directors) through representation on the board by related parties, and it is able to direct or cause the direction of management and operations on a day-to-day basis. Additionally, the majority of capital contributions made by the Company’s partner in the Roy’s consolidated joint venture have been funded by loans to the partner from a third party where the Company is required to be a guarantor of the debt, which provides the Company control through its collateral interest in the joint venture partner’s membership interest. As a result of the Company’s controlling financial interest in this venture, it is included in the Company’s consolidated financial statements. The portion of income or loss attributable to the minority interests, not to exceed the minority interest’s equity in the subsidiary, is eliminated in the line item in the consolidated statements of operations entitled “Minority interest in consolidated entities’ income.” All material intercompany balances and transactions have been eliminated.

The unconsolidated affiliates are accounted for using the equity method.

The Company consolidates variable interest entities in which the Company absorbs a majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Therefore, if the Company has a controlling financial interest in a variable interest entity, the assets, liabilities, and results of the activities of the variable interest entity are included in the consolidated financial statements.

The Company has a minority investment in an unconsolidated affiliate in which it has a 22.5% equity interest and for which it operates catering and concession facilities. Additionally, the Company guarantees a portion of the affiliate’s debt (see Note 10). Although the Company holds an interest in this variable interest entity, the Company is not the primary beneficiary of this entity and therefore it is not consolidated.

F-14

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company is a franchisor of 144 restaurants as of December 31, 2007, but does not possess any ownership interests in its franchisees and generally does not provide financial support to franchisees in its typical franchise relationship. These franchise relationships are not deemed variable interest entities and are not consolidated. However, the Company guarantees an uncollateralized line of credit that permits borrowing of up to $35,000,000, maturing in December 2008, for an entity affiliated with its California franchisees (see Note 10). The limited liability company that holds this line of credit is a variable interest entity and is consolidated by the Company. This entity draws on its line of credit to loan funds to entities in California to purchase and/or build land and buildings for lease to individual Outback Steakhouse franchisees. Therefore, it holds as collateral the notes receivable and underlying assets from these corporations in offsetting amounts to the debt owed to the bank, which are both included in the Company’s Consolidated Balance Sheets.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated.

Cash and Cash Equivalents

Cash equivalents consist of investments that are readily convertible to cash with an original maturity date of three months or less.

Short-Term Investments

The Company’s short-term investments, consisting primarily of high grade debt securities, are classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity, which approximates fair value. The Company owns no investments that are considered to be available-for-sale or trading securities.

Financial Instruments

SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” (“SFAS No. 107”) requires disclosure of fair value information about financial instruments, whether or not recognized in the Consolidated Balance Sheet, for which it is practical to estimate that value.

The Company’s financial instruments at December 31, 2007 and 2006 consist of cash equivalents, short-term investments, accounts receivable, accounts payable and current and long-term debt. The fair values of cash equivalents, short-term investments, accounts receivable, accounts payable and current debt approximates their carrying amounts reported in the Consolidated Balance Sheets due to their short duration. The carrying value and fair value of the senior secured term loan facility at December 31, 2007 was $1,260,000,000 and $1,159,200,000, respectively. The carrying value and fair value of the senior notes at December 31, 2007 was $550,000,000 and $401,500,000, respectively. At December 31, 2006, the carrying amount of long-term debt approximated fair value. The fair value of long-term debt is determined based on quoted market prices or, if market prices are not available, the present value of the underlying cash flows discounted at the Company’s incremental borrowing rates.

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Derivatives

The Company is highly leveraged and exposed to interest rate risk to the extent of its variable-rate debt. In September 2007, the Company entered into an interest rate collar with a notional amount of $1,000,000,000 as a method to limit the variability of its variable-rate debt. Additionally, the Company’s restaurants are dependent upon energy to operate and are impacted by changes in energy prices, including natural gas. The Company uses derivative instruments to mitigate its exposure to material increases in natural gas prices.

The Company records any marked-to-market changes in the fair value of its derivative instruments in earnings in the period of change in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (“SFAS No. 133”). The Company included approximately $5,357,000 in the line item “Accrued expenses” in its Consolidated Balance Sheet as of December 31, 2007 and in the line item “Interest expense” in its Consolidated Statement of Operations for the period from June 15 to December 31, 2007 for the effects of its interest rate collar. The effects of the natural gas hedges were immaterial to the Company’s financial statements for all periods presented.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, and short-term investments. The Company attempts to limit its credit risk associated with cash and cash equivalents and short-term investments by utilizing outside investment managers with major financial institutions that, in turn, invest in investment-grade commercial paper and other corporate obligations rated A or higher, certificates of deposit, government obligations and other highly rated investments and marketable securities. At times, cash balances may be in excess of FDIC insurance limits.

Inventories

Inventories consist of food and beverages, and are stated at the lower of cost (first-in, first-out) or market. The Company periodically makes advance purchases of various inventory items to ensure adequate supply or to obtain favorable pricing. At December 31, 2007 and 2006, inventories included advance purchases of approximately $32,932,000 and $57,660,000, respectively.

Restricted Cash

As a result of the Merger, at December 31, 2007, the current portion of restricted cash consisted of $4,006,000 restricted for the payment of property taxes, and restricted cash consisted of $29,002,000 restricted for capital expenditures and $3,235,000 restricted for settlement of obligations in a rabbi trust for the Partner Equity Plan (the “PEP”) and other deferred compensation (see Notes 4 and 10). At December 31, 2006, the Company did not have any restricted cash.

Property, Fixtures and Equipment

Property, fixtures and equipment are stated at cost, net of accumulated depreciation. At the time property, fixtures and equipment are retired, or otherwise disposed of, the asset and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in earnings. The Company expenses repair and maintenance costs incurred to maintain the appearance and functionality of the restaurant that do not extend the useful life of any restaurant asset or are less than $1,000. Improvements to leased properties are depreciated over the shorter of their useful life or the lease term, which includes cancelable renewal periods where failure to

F-16

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

exercise such options would result in an economic penalty. Depreciation is computed on the straight-line method over the following estimated useful lives:

Buildings and building improvements	20 to 30 years
Furniture and fixtures	5 to 7 years
Equipment	2 to 7 years
Leasehold improvements	5 to 20 years

The Company’s accounting policies regarding property, fixtures and equipment include certain management judgments and projections regarding the estimated useful lives of these assets and what constitutes increasing the value and useful life of existing assets. These estimates, judgments and projections may produce materially different amounts of depreciation expense than would be reported if different assumptions were used.

Operating Leases

Rent expense for the Company’s operating leases, which generally have escalating rentals over the term of the lease and may include potential rent holidays, is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably assured. The initial lease term includes the “build-out” period of the Company’s leases, which is typically before rent payments are due under the terms of the lease. The difference between rent expense and rent paid is recorded as deferred rent and is included in the Consolidated Balance Sheets. Payments received from landlords as incentives for leasehold improvements are recorded as deferred rent and are amortized on a straight-line basis over the term of the lease as a reduction of rent expense. Lease termination fees are undiscounted and recorded in the period that they are incurred. Assets and liabilities resulting from the Merger relating to favorable and unfavorable lease amounts are amortized on a straight-line basis to expense over the remaining lease term.

Impairment of Long-Lived Assets

The Company assesses the potential impairment of identifiable intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability of assets is measured by comparing the carrying value of the asset to the future cash flows expected to be generated by the asset. In evaluating long-lived restaurant assets for impairment, the Company considers a number of factors such as:

a) Restaurant sales trends;

b) Local competition;

c) Changing demographic profiles;

d) Local economic conditions;

e) New laws and government regulations that adversely affect sales and profits; and

f) The ability to recruit and train skilled restaurant employees.

If the aforementioned factors indicate that the Company should review the carrying value of the restaurant’s long-lived assets, it performs an impairment analysis. Identifiable cash flows that are largely independent of other assets and liabilities typically exist for land and buildings, and for combined fixtures, equipment and improvements for each restaurant. If the total future undiscounted cash flows are less than the carrying amount of the asset, the carrying amount is written down to the estimated fair value, and a loss resulting from value impairment is recognized by a charge to earnings.

F-17

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Judgments and estimates made by the Company related to the expected useful lives of long-lived assets are affected by factors such as changes in economic conditions and changes in operating performance. As the Company assesses the ongoing expected cash flows and carrying amounts of its long-lived assets, these factors could cause the Company to realize a material impairment charge.

Restaurant sites and certain other assets to be sold are included in assets held for sale when certain criteria defined in SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (“SFAS No. 144”), are met, including the requirement that the likelihood of selling the assets within one year is probable. For assets that meet the held for sale criteria, the Company separately evaluates whether the assets also meet the requirements to be reported as discontinued operations. Primarily, if the Company no longer has any significant continuing involvement with respect to the operations of the assets and cash flows are discontinued, the Company classifies the assets and related results of operations as discontinued. If the Company disposes of enough assets where classification between continuing operations and discontinued operations would be material to its consolidated financial statements, the Company utilizes the reporting provisions for discontinued operations. Assets whose sale is not probable within one year remain in property, fixtures and equipment until their sale is probable within one year.

Construction in Progress

The Company capitalizes all direct costs incurred to construct its restaurants. Upon opening, these costs are depreciated and charged to expense based upon their property classification. The amount of interest capitalized in connection with restaurant construction was approximately $294,000, $900,000, $567,000 and $378,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively.

Goodwill

Goodwill represents the residual after allocation of the purchase price to the individual fair values and carryover basis of assets acquired. On an annual basis, the Company reviews the recoverability of goodwill based primarily upon an analysis of discounted cash flows of the related reporting unit as compared to the carrying value or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If the carrying amount of the reporting unit’s goodwill exceeds its estimated fair value, the amount of impairment loss is recognized in an amount equal to that excess. Generally, the Company performs its annual assessment for impairment during the second quarter of the fiscal year, unless facts and circumstances require differently.

Intangible Assets

Identifiable intangible assets include the Company’s trade names, trademarks, franchise agreements and net favorable leases. The fair values and useful lives of identified intangible assets are based on many factors, including estimates and assumptions of future operating performance, estimates of cost avoidance, the specific characteristics of the identified intangible assets and historical experience. The Company uses the straight-line method to amortize definite-lived intangible assets.

Deferred Financing Fees

The Company capitalized $19,884,000, $36,581,000 and $6,848,000 in deferred financing fees related to the issuance of the senior notes, the senior secured term loans and the working capital and pre-funded revolving credit facilities, respectively. For the period from June 15 to December 31, 2007, the Company amortized

F-18

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

$5,879,000 of these costs to interest expense over the terms of the respective financing arrangements using the effective interest method. At December 31, 2007, approximately $18,091,000, $33,113,000 and $6,230,000 of the deferred costs related to the senior notes, the senior secured term loans and the working capital and pre-funded revolving credit facilities, respectively, remain to be amortized. There was no amortization of these costs in the Predecessor periods, as the Company did not have any deferred financing fees prior to the Merger.

Liquor Licenses

The costs of obtaining non-transferable liquor licenses directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in “Other assets.” Annual liquor license renewal fees are expensed over the renewal term.

Unearned Revenue

Unearned revenue represents the Company’s liability for gift cards and certificates that have been sold but not yet redeemed and are recorded at the redemption value. The Company recognizes restaurant sales and reduces the related deferred liability when gift cards and certificates are redeemed or the likelihood of the gift card or certificate being redeemed by the customer is remote (gift card breakage). As of December 31, 2007, the Company has determined that redemption of gift cards and certificates issued by the Outback, Carrabba’s and Bonefish concepts on or before three years prior to the balance sheet date is remote. The Company recognizes breakage income as a component of “Restaurant sales” in the Consolidated Statements of Operations.

Revenue Recognition

The Company records revenues from normal recurring sales upon the performance of services. Revenue from the sales of franchises is recognized as income when the Company has substantially performed all of its material obligations under the franchise agreement. Continuing royalties, which are a percentage of net sales of franchised restaurants, are accrued as income when earned. These revenues are included in the line “Other revenues” in the Consolidated Statements of Operations.

The Company collects and remits sales, food and beverage, alcoholic beverage and hospitality taxes on transactions with customers and reports such amounts under the net method in its Consolidated Statements of Operations. Accordingly, these taxes are not included in gross revenue.

Advertising Costs

The Company’s policy is to report advertising costs as expenses in the period in which the costs are incurred or the first time the advertising takes place. The total amounts charged to advertising expense were approximately $76,526,000, $78,883,000, $151,173,000 and $159,242,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively.

Foreign Currency Translation and Comprehensive (Loss) Income

For all significant non-U.S. operations, the functional currency is the local currency. Assets and liabilities of those operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations are translated using the average exchange rates for the reporting period. Translation gains and losses are reported as a separate component of accumulated other comprehensive (loss) income in unitholder’s/stockholders’ equity.

F-19

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the U.S dollar and the currency in which a transaction is denominated increases or decreases the expected amount of cash flows in U.S. dollars upon settlement of the transaction. This increase or decrease is a foreign currency transaction gain or loss that generally will be included in determining net (loss) income for the period in which the exchange rate changes. Similarly, a transaction gain or loss, measured from the transaction date or the most recent intervening balance sheet date, whichever is later, realized upon settlement of a foreign currency transaction generally will be included in determining net (loss) income for the period in which the transaction is settled.

Distribution Expense to Employee Partners

The general manager and area operating partner of each Company-owned domestic restaurant is currently required, as a condition of employment, to sign a five-year employment agreement and to purchase a non-transferable ownership interest in a Management Partnership that provides management and supervisory services to the restaurant he or she is employed to manage. Payments made to managing partners pursuant to these programs are included in the line item “Labor and other related” expenses, and payments made to area operating partners pursuant to these programs are included in the line item “General and administrative” expenses in the Consolidated Statements of Operations.

Employee Partner Buyout Expense

Area operating partners historically have been required, as a condition of employment, to purchase a 4% to 9% interest in the restaurants they develop for an initial investment of $50,000. This interest gives the area operating partner the right to receive a percentage of his or her restaurants’ annual cash flows for the duration of the agreement. Pursuant to these partners’ employment agreements, the Company has the option to purchase the partners’ interests after a five-year period on the terms specified in the agreements.

The Company has continued the area operating partner program subsequent to the Merger. However, in connection with the Merger, each area operating partner sold his or her interest in the restaurants and became a partner in a new Management Partnership that provides services to the restaurants. The restaurants pay a management fee to the Management Partnerships based on a percentage of the cash flow of the restaurants. The area operating partner receives distributions from the Management Partnership based on a percentage of the restaurant’s annual cash flows for the duration of the agreement. The Company retained the option to purchase the partners’ interests in the Management Partnerships after the restaurant has been open for a five-year period on the terms specified in the agreements. For restaurants opened on or after January 1, 2007, the area operating partner’s percentage of cash distributions and percentage for buyout will be adjusted based on the associated restaurant’s return on investment compared to the Company’s targeted return on investment. The area operating partner percentage may range from 3.0% to 12.0%. This adjustment to the area operating partner’s percentage will be made beginning after the first five full calendar quarters from the date of the associated restaurant’s opening and will be made each quarter thereafter based on a trailing 12-month restaurant return on investment. The percentage for buy-out will be the distribution percentage for the 24 months preceding the buy-out. Area operating partner distributions will continue to be paid monthly and buyouts will be paid in cash over a two-year period.

The Company estimates future purchases of area operating partners’ interests using current information on restaurant performance to calculate and record an accrued buyout liability in the line item “Partner deposit and accrued buyout liability” in its Consolidated Balance Sheets. Expenses associated with recording the buyout liability are included in the line “General and administrative” expenses in its Consolidated Statements of Operations. In the period the Company completes the buyout, an adjustment is recorded to recognize any remaining expense associated with the purchase and reduce the related accrued buyout liability.

F-20

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Effective January 1, 2007, area operating partners who provide supervisory services for a restaurant in which they do not have an associated ownership interest in a Management Partnership have the opportunity to earn a bonus payment. This payment is based on growth in the associated restaurant cash flows according to terms specified in the program and will be paid in a lump sum within 90 days of the end of the five-year period provided for in the program.

Stock-Based Compensation

The Company accounts for its stock-based employee compensation using the fair value based method of accounting as required by SFAS No. 123R, “Share-Based Payment,” a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 123R requires all stock-based payments to employees to be measured at fair value and expensed in the statement of operations over the service period, generally the vesting period, of the grant. SFAS No. 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as previously required. The Company adopted SFAS No. 123R using the modified prospective method. Accordingly, the Company has expensed all unvested and newly granted stock-based employee compensation beginning January 1, 2006, but prior period amounts have not been retrospectively adjusted. The incremental pre-tax stock-based compensation expense recognized for stock options due to the adoption of SFAS No. 123R for the period from January 1 to June 14, 2007 and the year ended December 31, 2006 was approximately $12,049,000 and $10,245,000, respectively. The Company did not recognize any stock-based compensation expense for stock options for the period from June 15 to December 31, 2007.

In connection with the Merger, the Company’s Ultimate Parent adopted the Kangaroo Holdings, Inc. 2007 Equity Incentive Plan (the “Equity Plan”). This plan permits the grant of stock options and restricted stock of KHI to Company management and other key employees. The Equity Plan contains a call provision that allows KHI to repurchase all shares purchased through exercise of stock options upon termination of employment at the lower of exercise cost or fair market value, depending on the circumstance, at any time prior to the earlier of an initial public offering or a change of control. If an employee’s termination of employment is a result of death or disability, by the Company other than for cause or by the employee for good reason then, under this call provision, KHI may repurchase the stock for fair market value. If an employee’s termination of employment is by the Company for cause or by the employee then, under this call provision, KHI may repurchase the stock for the lesser of cost or fair market value. As a result of this call provision, the Company has not recorded any stock option expense for options granted under the Equity Plan.

Prior to January 1, 2006, the Company accounted for its stock-based employee compensation under the intrinsic value method. No stock-based employee compensation cost was reflected in net income to the extent options granted had an exercise price equal to or exceeding the fair market value of the underlying common stock on the date of grant. The following table provides pro forma net income using the fair value based method of SFAS No. 123 (in thousands):

	PREDECESSOR
	YEAR ENDED DECEMBER 31, 2005
Net income	$	146,746
Stock-based employee compensation expense included in net income, net of related taxes		7,092
Total stock-based employee compensation expense determined under fair value based method, net of related taxes		(23,012	)
Pro forma net income	$	130,826

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The preceding pro forma results were calculated using the Black-Scholes option pricing model. The following assumptions were used for the year ended December 31, 2005: (1) risk-free interest rate of 4.22%; (2) dividend yield of 1.24%; (3) expected life of 7.1 years; and (4) volatility of 28.9%. Expected volatility was based on historical volatility of the Company’s stock. The Company used historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that had similar historical exercise behavior were considered separately for valuation purposes under SFAS No. 123R. The expected term of options granted represented the period of time that options granted were expected to be outstanding. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. Results may vary depending on the assumptions applied within the model.

Income Taxes

The Company uses the asset and liability method which recognizes the amount of current and deferred taxes payable or refundable at the date of the financial statements as a result of all events that have been recognized in the consolidated financial statements as measured by the provisions of enacted tax laws.

The minority interest in affiliated entities includes no provision or liability for income taxes, as any tax liability related thereto is the responsibility of the minority owner.

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for and disclosure of uncertainty in tax positions. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition associated with tax positions. Effective January 1, 2007, the Company adopted the provisions of FIN 48 resulting in a $1,612,000 increase in its liability for unrecognized tax benefits, which was accounted for as a reduction to the January 1, 2007 balance of retained earnings.

4. Stock-Based and Deferred Compensation Plans

Stock-Based and Deferred Compensation Plans

In 2006, the Company adopted the PEP for managing partners and chef partners in domestic restaurants. The PEP included the Partner Equity Deferred Compensation Diversified Plan (the “Diversified Plan”) and the Partner Equity Deferred Compensation Stock Plan (the “PEP Stock Plan”).

When a managing partner or chef partner of a domestic restaurant completes each five-year employment agreement, he or she receives a deferred compensation benefit. The Diversified Plan is intended to be an unfunded, unsecured promise to pay the participant in cash, subject to the terms and conditions of the Diversified Plan. The Diversified Plan will permit partners to direct the investment of their deferred compensation accounts into a variety of benchmark investment funds.

In connection with the Merger, the Company funded its outstanding PEP obligation as of June 14, 2007 by making a cash contribution to an irrevocable grantor or “rabbi” trust of $17,584,000 (the Company is the sole owner of any assets in the trust and participants are general creditors of the Company with respect to their benefits under the PEP).

F-22

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts credited to partners’ accounts are fully vested at all times and participants will have no discretion with respect to the time and form of benefit payments under the PEP. Except in the event of the death or disability of the participant, each account will be distributed to the participant in three payments:

• 25% of the then total account balance will be distributed five years after the Company contribution is made (which generally occurs at the end of the five-year employment term);

• an additional 25% of the account (i.e., one-third of the remaining account balance) will be distributed seven years after the Company contribution is made; and

• the remaining account balance will be distributed 10 years after the Company contribution is made.

On June 14, 2007, as a result of the Merger, the PEP was amended to include only the Diversified Plan. The PEP Stock Plan, which was intended to be an unfunded, unsecured promise to pay the participant in the Company’s common stock, was terminated and phantom shares of Company stock that had been credited to each participant’s account were converted into a cash obligation in an amount equal to the product of (i) the Merger Consideration and (ii) the number of phantom shares of Company common stock credited to such participant’s account. These cash amounts were credited to the existing Diversified Plan account for each participant and are eligible to be invested by participants in the investment alternatives available under the Diversified Plan. Benefits under the PEP will be earned and distributed in cash only, and participants are no longer eligible for Company stock.

The Company included approximately $34,001,000 and $5,799,000 for the portion of its PEP obligation under the Diversified Plan in the line item “Other long-term liabilities” in its Consolidated Balance Sheets at December 31, 2007 and 2006, respectively. Other long-term liabilities at December 31, 2006 also included $10,409,000 for the unfunded portion of the PEP Stock Plan.

Prior to the Merger, the Company had two incentive compensation plans, the Amended and Restated Stock Plan (the “Stock Plan”) and the Amended and Restated Managing Partner Stock Plan (the “MP Stock Plan”), that provided for the issuance of options and restricted stock to managing partners and other key employees of the Company.

Upon the closing of the Merger, stock options that had been granted under the MP Stock Plan to managing partners and chef partners upon completion of a previous employment contract (“buyout stock options”) were converted into the right to receive cash equal to the number of shares represented by the option times the excess, if any, of $41.15 over the exercise price per share, less any required tax withholdings. This applied to all buyout stock options, whether or not currently exercisable. If the cash received for buyout stock options plus the amount received for any prior exercise of part of that buyout stock option grant, prior to any reduction for applicable tax withholdings, was less than the partner would have received under the PEP, calculated as if the PEP was in place when the partner earned the buyout stock options, the partner also received a “supplemental PEP” contribution equal to the difference. Future payments under the supplemental PEP cannot be forfeited, and partners may elect to allocate the contributions into benchmark investment funds similar to those in the PEP. Supplemental PEP distributions have been and will be made using the original option vesting schedule pursuant to the terms of the partners’ employment contracts. The Company funded approximately $36,302,000 into the rabbi trust related to the PEP to satisfy its supplemental PEP contributions obligation. The Company included approximately $2,023,000 and $33,259,000 for its buyout stock options obligation in the line items “Accrued expenses” and “Other long-term liabilities,” respectively, in its Consolidated Balance Sheet at December 31, 2007. Amounts due to partners will fluctuate according to the performance of their allocated investments and may differ materially from the initial contribution.

F-23

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Upon the closing of the Merger, stock options that had been granted under the MP Stock Plan to managing partners and chef partners at the beginning of an employment agreement (“employment stock options”) were converted into the right to receive cash equal to the number of shares represented by the option times the excess, if any, of $41.15 over the exercise price per share, less any required tax withholdings. This applied to all employment stock options, whether or not they were vested. If the cash received for employment stock options plus the amount received on any prior exercise of part of that employment stock option grant, prior to any reduction for applicable tax withholdings, was less than $25,000, the partner also was to receive a supplemental cash payment sufficient to bring the total amount to $25,000. Partners with vested employment stock options received this payment in the Merger. However, partners that were not vested in these options will not receive the supplemental cash payment if they resign or are terminated for cause prior to completing their current employment term. The Company recorded liabilities of approximately $1,606,000 and $5,068,000 for its supplemental cash payment obligation in the line items “Accrued expenses” and “Other long-term liabilities,” respectively, in its Consolidated Balance Sheet at December 31, 2007.

Upon the closing of the Merger, all outstanding, unvested partner employment grants of restricted stock under the MP Stock Plan were converted into the right to receive cash on a deferred basis equal to the number of shares in the restricted stock grant times $41.15, less any required tax withholdings. Additionally, certain members of management were given the option to either convert some or all of their restricted stock granted under the Stock Plan in the same manner as managing partners or convert some or all of it into restricted stock of KHI. These “restricted stock contributions” were deposited into an investment account, and partners and management may elect to allocate contributions into funds similar to those in the PEP. The Company funded approximately $14,537,000 into the rabbi trust related to the PEP to satisfy its restricted stock contributions obligation. Restricted stock distribution payments will be made using the same vesting schedule as the original restricted stock grants, and payments will occur upon the earlier of completion of the current employment term or termination of employment due to death or disability. Partners and management will not receive the undistributed restricted stock payment if they resign or are terminated for cause prior to completing their current employment term. The Company included approximately $6,149,000 for its restricted stock contributions obligation in the line item “Other long-term liabilities” in its Consolidated Balance Sheet at December 31, 2007. Amounts due to partners and management will fluctuate according to the performance of their allocated investments and may differ materially from the initial contribution.

Certain partners participating in the PEP were to receive common stock (“Partner Shares”) upon completion of their employment contract. These partners now will receive a deferred payment of cash equal to $41.15 per share, less required tax withholdings, upon completion of their current employment term. Partners will not receive the deferred cash payment if they resign or are terminated for cause prior to completing their current employment terms. There will not be any future earnings or losses on these amounts prior to payment to the partners. The Company recorded a liability of approximately $3,164,000 for these deferred cash payments in the line item “Other long-term liabilities” in its Consolidated Balance Sheet at December 31, 2007.

The total tax benefit recorded at June 14, 2007 in connection with the Merger for the conversion of PEP Stock Plan obligations, buyout and employment stock options, restricted stock and Partner Shares as described above was approximately $76,908,000.

In connection with the Merger, the Company’s Ultimate Parent adopted the Kangaroo Holdings, Inc. 2007 Equity Incentive Plan (the “Equity Plan”). This plan permits the grant of stock options and restricted stock of KHI to Company management and other key employees. On June 14, 2007, 4,000,000 shares of KHI were approved for stock option and restricted stock grants under the Equity Plan by the Board of Directors of KHI. The maximum term of options and restricted stock granted under the Equity Plan is ten years. As KHI is a

F-24

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

holding company with no significant operations of its own, equity transactions in KHI are pushed down to the Company and stock-based compensation expense is recorded at OSI Restaurant Partners, LLC, where applicable.

Successor Stock Options and Restricted Stock

On June 14, 2007, 1,429,577 KHI stock options were granted to the Company’s four chief executive officers and subsequently, 963,325 stock options were granted to other key employees. As of December 31, 2007, 61,002 of these stock options had been forfeited, and 2,331,900 of these stock options were outstanding, all with an exercise price of $10.00. These stock options vest 20% annually over five years.

On October 26, 2007, the Board of Directors of KHI approved 2,272,320 additional shares of KHI for stock option and restricted stock grants under the Equity Plan. These stock option grants were awarded to select Company presidents and vice presidents with an exercise price of $10.00. As of the effective date of the grant, 1,129,320 of the stock options vest 20% annually over five years and 1,143,000 of the stock options vest upon the fifth anniversary of the grant date assuming certain performance targets are met or exceeded. As of December 31, 2007, none of these stock options had been forfeited.

The weighted-average grant date fair value of stock options granted since the Merger was $5.35 and was estimated using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value of options granted from June 14, 2007 through December 31, 2007: (1) risk-free interest rate of 5.16%; (2) dividend yield of 0.0%; (3) expected life of five years; and (4) volatility of 56.0%. Stock options outstanding at December 31, 2007 have a weighted-average remaining contractual life of 9.66 years and did not have any aggregate intrinsic value.

The Equity Plan contains a call provision that allows KHI to repurchase all shares purchased through exercise of stock options upon termination of employment at the lower of exercise cost or fair market value, depending on the circumstance, at any time prior to the earlier of an initial public offering or a change of control. If an employee’s termination of employment is a result of death or disability, by the Company other than for cause or by the employee for good reason then, under this call provision, KHI may repurchase the stock for fair market value. If an employee’s termination of employment is by the Company for cause or by the employee then, under this call provision, KHI may repurchase the stock for the lesser of cost or fair market value. As a result of the call provision, the Company has not recorded any stock option expense for these options nor does it have any unrecognized, pre-tax compensation expense related to non-vested stock options at December 31, 2007. The Company has not recognized a tax benefit since there are not any options exercisable since the Merger through December 31, 2007. The Company did not capitalize any stock-based compensation costs during the period from June 15 to December 31, 2007.

In accordance with the terms of the Employee Rollover Agreement adopted by the Company on June 14, 2007, twenty-four members of management chose to convert 905,000 shares of restricted stock into shares of KHI restricted stock. As a result, on June 14, 2007 and July 31, 2007, 2,571,875 and 901,185 shares of KHI restricted stock, respectively, were granted to these individuals. In addition, the Board of Directors of KHI approved a grant of 1,234,500 shares of KHI restricted stock to the Company’s Chief Operating Officer on June 14, 2007. The KHI restricted stock vests 20% annually over five years, and grants are fully vested upon an initial public offering or a change of control. These converted or “rolled over” shares were not issued under the Equity Plan.

At December 31, 2007, 4,707,560 shares of KHI restricted stock were outstanding, and no shares had been forfeited. The weighted-average fair value of the KHI restricted stock was $10.00 per share at the time of grant.

F-25

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Compensation expense recognized in net (loss) income for the period from June 15 to December 31, 2007 was $3,834,000 for KHI restricted stock awards. Unrecognized pre-tax compensation expense related to non-vested KHI restricted stock awards was approximately $31,469,000 at December 31, 2007, and will be recognized over a weighted-average period of five years.

Predecessor Stock Options

The following table presents a summary of the Company’s stock options as of June 14, 2007 and activity in the Company’s stock option plans for the period from December 31, 2006 to June 14, 2007 (in thousands, except option prices and contractual life):

	OPTIONS		WEIGHTED- AVERAGE EXERCISE PRICE		WEIGHTED- AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)	AGGREGATE INTRINSIC VALUE
Outstanding at December 31, 2006	14,623		$	32.52	8.3	$	111,249
Granted	—			—
Exercised	(558	)		25.21
Forfeited	(123	)		39.80
Outstanding at June 14, 2007	13,942		$	32.73	7.9	$	124,675

As previously described, upon the closing of the Merger, all outstanding stock options were converted into the right to receive cash equal to the number of shares represented by the option times the excess, if any, of $41.15 over the exercise price per share, less any required tax withholdings.

The total intrinsic value of options exercised during the period from January 1 to June 14, 2007 and the years ended December 31, 2006 and 2005 was approximately $8,238,000, $21,249,000 and $42,421,000, respectively. The excess cash tax benefit classified as a financing cash inflow for the period from January 1 to June 14, 2007 and the year ended December 31, 2006 was approximately $1,541,000 and $4,046,000, respectively.

Tax benefits resulting from the exercise of non-qualified stock options reduced taxes currently payable by approximately $3,052,000, $8,058,000 and $16,514,000 for the period from January 1 to June 14, 2007 and the years ended December 31, 2006 and 2005, respectively. The tax benefits are credited to additional paid-in capital.

The Company did not grant any stock options during the period from January 1 to June 14, 2007. The weighted-average grant date fair value of stock options granted during the years ended December 31, 2006 and 2005 was $13.34 and $14.80 per share, respectively. The following assumptions were used to calculate the fair value of options granted during the year ended December 31, 2006: (1) risk-free interest rate of 4.6%; (2) dividend yield of 1.26%; (3) expected life of 7.5 years; and (4) volatility of 28.5%.

F-26

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Predecessor Restricted Stock and Partner Shares

The following table presents restricted stock and Partner Share activity in the Company’s plans for the period from December 31, 2006 to June 14, 2007 (in thousands, except average fair value):

	NUMBER OF RESTRICTED SHARE AWARDS		WEIGHTED-AVERAGE GRANT DATE FAIR VALUE PER AWARD
Restricted stock and Partner Share awards outstanding at December 31, 2006	1,554		$	39.62
Granted	—			—
Vested	—			—
Forfeited	(45	)		33.96
Restricted stock and Partner Share awards outstanding at June 14, 2007	1,509		$	39.59

The Company did not grant any Partner Shares during the period from December 31, 2006 to June 14, 2007. The preceding table includes 24,216 Partner Shares forfeited with a weighted-average fair value of $25.92 during the period from December 31, 2006 to June 14, 2007.

As previously described, upon the closing of the Merger, all outstanding, unvested partner employment grants of restricted stock were converted into the right to receive cash on a deferred basis equal to the number of shares in the restricted stock grant times $41.15, less any required tax withholdings. Additionally, certain members of management were given the option to either convert some or all of their restricted stock in the same manner as managing partners or convert some or all of it into restricted stock of KHI. Also, partners who were entitled to Partner Shares will receive a deferred payment of cash equal to $41.15 per share, less required tax withholdings, upon completion of their current employment term.

Total stock-based compensation expense, including stock options, grants of other equity awards and employee partner stock buyout expense, was approximately $33,981,000, $70,642,000, and $13,474,000 with an associated tax benefit of approximately $12,061,000, $25,941,000 and $3,264,000 for the period from January 1 to June 14, 2007 and for the years ended December 31, 2006 and 2005, respectively. The Company did not capitalize any stock-based compensation costs during the period from January 1 to June 14, 2007 and the year ended December 31, 2006.

Other Benefit Plans

The Company has a qualified defined contribution 401(K) plan covering substantially all full-time employees, except officers and certain highly compensated employees. Assets of this plan are held in trust for the sole benefit of the employees. The Company contributed approximately $904,000, $1,096,000, $1,800,000 and $1,500,000 to the 401(K) plan for the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the plan years ended December 31, 2006 and 2005, respectively.

Effective October 1, 2007, the Company implemented a deferred compensation plan for its highly-compensated employees who are not eligible to participate in the OSI Restaurant Partners, Inc. Salaried Employees 401(k) Plan and Trust. The deferred compensation plan will allow these employees to contribute up to 90% of their income on a pre-tax basis to an investment account consisting of twelve different investment fund options. The Company does not currently intend to provide any matching or profit-sharing contributions, and participants will always be fully vested in their deferrals and their related returns. Participants will be considered unsecured general creditors in the event of Company bankruptcy or insolvency.

F-27

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. Other Current Assets

Other current assets consisted of the following (in thousands):

	SUCCESSOR		PREDECESSOR
	DECEMBER 31, 2007		DECEMBER 31, 2006
Income tax deposits	$	19,525	$	41,091
Accounts receivable		18,386		21,539
Accounts receivable—vendors		16,994		25,160
Accounts receivable—franchisees		263		3,601
Prepaid expenses		20,634		16,516
Deposits		2,136		2,094
Other current assets		8,211		500
	$	86,149	$	110,501

6. Property, Fixtures and Equipment, Net

Property, fixtures and equipment, net, consisted of the following (in thousands):

	SUCCESSOR			PREDECESSOR
	DECEMBER 31, 2007			DECEMBER 31, 2006
Land	$	12,035		$	196,308
Buildings and building improvements		442,099			806,863
Furniture and fixtures		179,486			295,848
Equipment		306,397			567,463
Leasehold improvements		353,696			383,939
Construction in progress		49,975			75,111
Less: accumulated depreciation		(98,443	)		(776,606	)
	$	1,245,245		$	1,548,926

The Company expensed repair and maintenance costs of approximately $45,413,000 and $53,225,000 for the periods from January 1 to June 14, 2007 and June 15 to December 31, 2007, respectively, and $95,000,000 and $86,000,000 for the years ended December 31, 2006 and 2005, respectively. Depreciation expense for the periods from January 1 to June 14, 2007 and June 15 to December 31, 2007 was $74,467,000 and $98,443,000, respectively, and for the years ended December 31, 2006 and 2005 was $150,559,000 and $126,115,000, respectively.

In connection with the Merger, the Company entered into the PRP Sale-Leaseback Transaction in which the Company caused its wholly-owned subsidiaries to sell substantially all of the Company’s domestic restaurant properties to PRP for approximately $987,700,000 (see Note 2). The Company identified six restaurant properties included in the PRP Sale-Leaseback Transaction that failed to qualify for sale-leaseback accounting treatment in accordance with SFAS No. 98, as title transfer for these properties did not occur on June 14, 2007. The Company has one year from the PRP Sale-Leaseback Transaction to correct all title defects and complete construction. For those properties that do not meet the requirements for title transfer after one year, the Company must purchase them back from PRP on or before the expiration of the one-year period at the original purchase price. The Company has included approximately $17,825,000 for the fair value of these properties in the line items

F-28

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

“Property, fixtures and equipment, net” and “Current portion of long-term debt” in its Consolidated Balance Sheet at December 31, 2007 (see Note 10). The future lease payments made pursuant to the lease agreement will be treated as interest expense and principal payments until such time as the requirements for sale-leaseback treatment are achieved or the Company repurchases the properties.

For the period from January 1, 2007 to June 14, 2007, the Company recorded a provision for impaired assets and restaurant closings of $8,530,000 which included the following: $7,525,000 of impairment charges for seven domestic Outback Steakhouse restaurants, one Carrabba’s Italian Grill restaurant, one Bonefish Grill restaurant and one Lee Roy Selmon’s restaurant and an impairment charge of $1,005,000 related to one of the Company’s corporate aircraft. For the period from June 15, 2007 to December 31, 2007, the Company recorded a provision for impaired assets and restaurant closings of $21,766,000 which included the following: $16,715,000 of impairment charges for seven domestic Outback Steakhouse restaurants, three international Outback Steakhouse restaurants, three Carrabba’s Italian Grill restaurants and six Cheeseburger in Paradise restaurants, $1,333,000 of additional impairment charges for three domestic Outback Steakhouse restaurants, one Carrabba’s Italian Grill restaurant, one Bonefish Grill restaurant and one Lee Roy Selmon’s restaurant, $3,145,000 of impairment charges for the Company’s investment in Kentucky Speedway (see Note 10) and $573,000 of other impairment charges.

During 2006, the Company recorded impairment charges for eight domestic Outback Steakhouse restaurants, three international Outback Steakhouse restaurants, three Carrabba’s Italian Grill restaurants, three Cheeseburger in Paradise restaurants and three Bonefish Grill restaurants. Of these restaurants, six domestic Outback Steakhouses, one Bonefish Grill and one Cheeseburger in Paradise closed in 2006. The total provision for impaired assets and restaurant closings was $14,154,000 in 2006.

These impairment charges occurred as a result of the book value of the assets exceeding the fair value of the assets. Fair value is determined based on appraisals or sale prices of comparable assets and estimates of future cash flows.

7. Goodwill and Intangible Assets, Net

The changes in the carrying amount of goodwill for the year ended December 31, 2006, for the period from December 31, 2006 to June 14, 2007 and for the period from June 15, 2007 to December 31, 2007 are as follows (in thousands):

PREDECESSOR:
December 31, 2005	$	112,627
Acquisitions		37,832
Acquisition adjustment		(181	)
December 31, 2006		150,278
Acquisition adjustment		(180	)
June 14, 2007	$	150,098

SUCCESSOR:
June 15, 2007	$	1,060,267
Purchase accounting adjustments		262
December 31, 2007	$	1,060,529

The purchase accounting adjustments to goodwill of $262,000 during the period from June 15, 2007 to December 31, 2007 were the result of adjustments to appraised fair values of acquired tangible assets.

F-29

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Intangible assets, net, consisted of the following (in thousands):

	WEIGHTED AVERAGE AMORTIZATION PERIOD (YEARS)	SUCCESSOR			PREDECESSOR
		DECEMBER 31, 2007			DECEMBER 31, 2006
Trade names (gross)	Indefinite	$	497,958		$	13,100
Trademarks (gross)	21		97,666			8,344
Less: accumulated amortization			(2,465	)		(861	)
Net trademarks			95,201			7,483
Trade dress (gross)			—			777
Less: accumulated amortization			—			(123	)
Net trade dress			—			654
Favorable leases (gross, lives ranging from 0.5 to 29 years)	15		113,140			5,416
Less: accumulated amortization			(6,329	)		(551	)
Net favorable leases			106,811			4,865
Franchise agreements (gross)	12		17,385			—
Less: accumulated amortization			(724	)		—
Net franchise agreements			16,661			—
Intangible assets, less total accumulated amortization of $9,518 and $1,535 at December 31, 2007 and 2006, respectively	17	$	716,631		$	26,102

Definite-lived intangible assets have been amortized on a straight-line basis. The aggregate expense related to the amortization of these intangible assets was $224,000 and $9,518,000 for the periods from January 1 to June 14, 2007 and June 15 to December 31, 2007, respectively, and $825,000 and $1,421,000 for the years ended December 31, 2006 and 2005, respectively. Annual expense related to the amortization of these intangible assets is anticipated to be approximately $16,740,000 in 2008, $15,385,000 in 2009, $13,676,000 in 2010, $11,493,000 in 2011 and $8,658,000 in 2012.

8. Other Assets, Net

Other assets, net, consisted of the following (in thousands):

	SUCCESSOR		PREDECESSOR
	DECEMBER 31, 2007		DECEMBER 31, 2006
Other assets	$	133,253	$	69,940
Deferred financing fees, net of accumulated amortization of $5,879 at December 31, 2007		57,434		—
Liquor licenses		24,905		15,540
Insurance receivables (see Note 11)		6,237		2,885
Deferred license fee		1,413		1,549
	$	223,242	$	89,914

F-30

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In 1996, the Company entered into key man life insurance policies for three of the Company’s founders. During 1999 through 2001, the Company entered into collateral assignment split dollar arrangements with five officers on life insurance policies owned by individual trusts for each officer. The primary purpose of these split dollar policies was to provide liquidity in the officers’ estates to pay estate taxes minimizing the need for the estate to liquidate its holdings of the Company’s stock. The Company would have recovered the cumulative premiums it has paid either through policy withdrawals or from life insurance benefits in the event of death with the remaining payments made to the officers’ respective trusts. Premiums were paid only through 2001 and resumed in 2005 after these collateral assignment arrangements were converted to endorsement split dollar arrangements. The Company is now the beneficiary of the policies to the extent of premiums paid or the cash value, whichever is greater, with the balance being paid to a personal beneficiary designated by the executive officers. The amount of the Company’s collateral interest in the cash value of the policies is included in Other Assets.

In March 2006, the Company acquired endorsement split dollar insurance policies with a $5 million death benefit for three additional executive officers. The beneficiary of the policies is the Company to the extent of premiums paid or the cash value, whichever is greater with the balance being paid to a personal beneficiary designated by the executive officer. Upon the surrender of the policy the Company retains all of the cash value, however, upon payment of a death claim, it intends to retain an amount equal to the cumulative premiums it previously paid or the cash value, whichever is greater, and it intends to pay the balance of the stated death benefit to the beneficiary designated by the executive officer. The Company is obligated to maintain the death benefit in effect regardless of continued employment once the executive officer has provided seven years of service with credit for service prior to issuance of the policies.

9. Accrued Expenses

	SUCCESSOR		PREDECESSOR
	DECEMBER 31, 2007		DECEMBER 31, 2006
Accrued payroll and other compensation	$	57,473	$	54,664
Accrued insurance		18,853		16,778
Accrued interest		4,448		877
Other accrued expenses		55,603		24,815
	$	136,377	$	97,134

F-31

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10. Long-term Debt

Long-term debt consisted of the following (in thousands):

	SUCCESSOR			PREDECESSOR
	DECEMBER 31, 2007			DECEMBER 31, 2006
Senior secured term loan facility, interest rate of 7.13% at December 31, 2007	$	1,260,000		$	—
Senior notes, interest rate of 10.00% at December 31, 2007		550,000			—
Revolving lines of credit, uncollateralized, interest rate of 6.00% at December 31, 2006		—			154,000
Outback Korea notes payable, interest rates ranging from 5.27% to 6.29% at December 31, 2006		—			39,700
Outback Korea long-term note payable, interest rate of 5.85% at December 31, 2006		—			10,629
Outback Japan notes payable, interest rate of 1.40% at December 31, 2006		—			5,114
Outback Japan revolving lines of credit, interest rates ranging from 1.05% to 1.26% at December 31, 2006		—			13,017
Other notes payable, uncollateralized, interest rates ranging from 2.07% to 7.30% at December 31, 2007 and 2.07% to 7.75% at December 31, 2006		10,700			7,993
Sale-leaseback obligations		22,750			4,925
Guaranteed debt of franchisee		32,583			32,083
Guaranteed debt of unconsolidated affiliate		2,495			2,495
		1,878,528			269,956
Less: current portion of OSI Restaurant Partners, LLC		(34,975	)		(60,381	)
Less: guaranteed debt		(35,078	)		(34,578	)
Long-term debt of OSI Restaurant Partners, LLC	$	1,808,475		$	174,997

On June 14, 2007, in connection with the Merger, the Company entered into senior secured credit facilities with a syndicate of institutional lenders and financial institutions. These senior secured credit facilities provide for senior secured financing of up to $1,560,000,000 and consist of a $1,310,000,000 term loan facility, a $150,000,000 working capital revolving credit facility, including letter of credit and swing-line loan sub-facilities, and a $100,000,000 pre-funded revolving credit facility that provides financing for capital expenditures only.

The $1,310,000,000 term loan facility matures June 14, 2014, and its proceeds were used to finance the Merger. At each rate adjustment, the Company has the option to select a Base Rate plus 125 basis points or a Eurocurrency Rate plus 225 basis points for the borrowings under this facility. The Base Rate option is the higher of the prime rate of Deutsche Bank AG New York Branch and the federal funds effective rate plus  ¹/2 of 1% (7.25% at December 31, 2007) (“Base Rate”). The Eurocurrency Rate option is the 30, 60, 90 or 180-day Eurocurrency Rate (ranging from 4.60% to 4.70% at December 31, 2007) (“Eurocurrency Rate”). In either case, a 25 basis point reduction may be taken on the interest rate if the Company’s Moody’s Applicable Corporate Rating then most recently published is B1 or higher (B2 at December 31, 2007).

The Company will be required to prepay outstanding term loans, subject to certain exceptions, with:

• 50% of its “annual excess cash flow” (with step-downs to 25% and 0% based upon its rent-adjusted leverage ratio), as defined in the credit agreement and subject to certain exceptions;

F-32

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

• 100% of its “annual minimum free cash flow,” as defined in the credit agreement, not to exceed $50,000,000 for the fiscal year ended December 31, 2007 or $75,000,000 for each subsequent fiscal year, if its rent-adjusted leverage ratio exceeds a certain minimum threshold;

• 100% of the net proceeds of certain assets sales and insurance and condemnation events, subject to reinvestment rights and certain other exceptions; and

• 100% of the net proceeds of any incurrence of debt, excluding permitted debt issuances.

Additionally, the Company will, on an annual basis, be required to (1) first, repay outstanding loans under the pre-funded revolving credit facility and (2) second, fund a capital expenditure account established on the closing date of the Merger to the extent amounts on deposit are less than $100,000,000, in both cases with 100% of the Company’s “annual true cash flow,” as defined in the credit agreement. Since there were no loans outstanding under the pre-funded revolving credit facility at December 31, 2007, the Company was not required to make any repayments under the pre-funded revolving credit facility. In April 2008, the Company funded its capital expenditure account in accordance with the terms of the credit agreement (see Note 20).

The Company’s senior secured credit facilities require scheduled quarterly payments on the term loans equal to 0.25% of the original principal amount of the term loans for the first six years and three quarters following the closing of the Merger. These payments will be reduced by the application of any prepayments, and any remaining balance will be paid at maturity. The outstanding balance on the term loans was $1,260,000,000 at December 31, 2007, as the Company made the remainder of its $50,000,000 prepayment required by the credit agreement during the fourth quarter of 2007.

In September 2007, the Company entered into an interest rate collar with a notional amount of $1,000,000,000 as a method to limit the variability of its $1,310,000,000 variable-rate term loan. The collar consists of a LIBOR cap of 5.75% and a LIBOR floor of 2.99%. The collar’s first variable-rate set date was December 31, 2007, and the option pairs expire at the end of each calendar quarter beginning March 2008 and ending September 30, 2010. The quarterly expiration dates correspond to the scheduled amortization payments of its term loan. The Company records any marked-to-market changes in the fair value of its derivative instruments in earnings in the period of change in accordance with SFAS No. 133. The Company included approximately $5,357,000 in the line item “Accrued expenses” in its Consolidated Balance Sheet as of December 31, 2007 and in the line item “Interest expense” in its Consolidated Statement of Operations for the period from June 15 to December 31, 2007 for the effects of its interest rate collar.

Proceeds of loans and letters of credit under the $150,000,000 working capital revolving credit facility provide financing for working capital and general corporate purposes and, subject to a rent-adjusted leverage condition, for capital expenditures for new restaurant growth. This revolving credit facility matures June 14, 2013 and bears interest at rates ranging from 100 to 150 basis points over the Base Rate or 200 to 250 basis points over the Eurocurrency Rate. There were no loans outstanding under the revolving credit facility at December 31, 2007; however, $49,540,000 of the credit facility was not available for borrowing as (i) $25,040,000 of the credit facility was committed for the issuance of letters of credit as required by insurance companies that underwrite the Company’s workers’ compensation insurance and also, where required, for construction of new restaurants and (ii) $24,500,000 of the credit facility was committed for the issuance of a letter of credit for the Company’s guarantee of an uncollateralized line of credit for its joint venture partner, RY-8, Inc. (“RY-8”), in the development of Roy’s restaurants (see Note 20). Fees for the letters of credit range from 2.00% to 2.50% and the commitment fees for unused working capital revolving credit commitments range from 0.38% to 0.50%.

Proceeds of loans under the $100,000,000 pre-funded revolving credit facility are available to provide financing for capital expenditures once the Company fully utilizes $100,000,000 of restricted cash that was funded on the closing date of the Merger. At December 31, 2007, $29,002,000 of restricted cash remains

F-33

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

available for capital expenditures, and no draws are outstanding on the pre-funded revolving credit facility. This facility matures June 14, 2013. At each rate adjustment, the Company has the option to select the Base Rate plus 125 basis points or a Eurocurrency Rate plus 225 basis points for the borrowings under this facility. In either case, a 25 basis point reduction may be taken on the interest rate if the Company’s Moody’s Applicable Corporate Rating then most recently published is B1 or higher.

The Company’s senior secured credit facilities require it to comply with certain financial covenants, including a quarterly maximum total leverage ratio test, and, subject to it exceeding a minimum rent-adjusted leverage level, an annual minimum free cash flow test. The Company’s senior secured credit facilities agreement also includes negative covenants that, subject to significant exceptions, limit its ability and the ability of its restricted subsidiaries to: incur liens, make investments and loans, make capital expenditures (as described below), incur indebtedness or guarantees, engage in mergers, acquisitions and assets sales, declare dividends, make payments or redeem or repurchase equity interests, alter its business, engage in certain transactions with affiliates, enter into agreements limiting subsidiary distributions and prepay, redeem or purchase certain indebtedness. The Company’s senior secured credit facilities contain customary representations and warranties, affirmative covenants and events of default.

The Company’s capital expenditures are limited by the credit agreement. The annual capital expenditure limits range from $200,000,000 to $250,000,000 with various carry-forward and carry-back allowances. The Company’s annual expenditure limits may increase after an acquisition. However, if (i) the rent adjusted leverage ratio at the end of a fiscal year is greater than 5.25 to 1.00, (ii) the “annual true cash flows” are insufficient to repay fully the Company’s pre-funded revolving credit facility and (ii) the capital expenditure account has a zero balance, its capital expenditures will be limited to $100,000,000 for the succeeding fiscal year. This limitation will remain until there are no pre-funded revolving credit facility loans outstanding and the amount on deposit in the capital expenditures account is greater than zero or until the rent adjusted leverage ratio is less than 5.25 to 1.00.

In accordance with the terms of the senior secured credit facility, the Company’s restricted subsidiaries are also subject to restrictive covenants. As of June 14, 2007 and December 31, 2007, all of the Company’s consolidated subsidiaries were restricted subsidiaries. Under certain circumstances, the Company is permitted to designate subsidiaries as unrestricted subsidiaries, which would cause them not to be subject to the restrictive covenants of the credit agreement.

The obligations under the Company’s senior secured credit facilities are guaranteed by each of its current and future domestic 100% owned restricted subsidiaries in its Outback Steakhouse, Carrabba’s Italian Grill and Cheeseburger in Paradise concepts (the “Guarantors”) and by OSI HoldCo, Inc. (the Company’s direct owner and a wholly-owned subsidiary of the Company’s Ultimate Parent) and, subject to the conditions described below, are secured by a perfected security interest in substantially all of the Company’s assets and assets of the Guarantors and OSI HoldCo, Inc., in each case, now owned or later acquired, including a pledge of all of the Company’s capital stock, the capital stock of substantially all of the Company’s domestic wholly-owned subsidiaries and 65% of the capital stock of certain of the Company’s material foreign subsidiaries that are directly owned by the Company, OSI HoldCo, Inc., or a Guarantor (see Note 15). Also, the Company is required to provide additional guarantees of the senior secured credit facilities in the future from other domestic wholly-owned restricted subsidiaries if the consolidated EBITDA (earnings before interest, taxes, depreciation and amortization as defined in the senior secured credit facilities) attributable to the Company’s non-guarantor domestic wholly-owned restricted subsidiaries as a group exceeds 10% of the Company’s consolidated EBITDA as determined on a Company-wide basis. If this occurs, guarantees would be required from additional domestic wholly-owned restricted subsidiaries in such number that would be sufficient to lower the aggregate consolidated EBITDA of the non-guarantor domestic wholly-owned restricted subsidiaries as a group to an amount not in excess of 10% of the Company-wide consolidated EBITDA.

F-34

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On June 14, 2007, the Company issued senior notes in an aggregate principal amount of $550,000,000 under an indenture among the Company, as issuer, OSI Co-Issuer, Inc., as co-issuer (“Co-Issuer”), Wells Fargo Bank, National Association, as trustee, and the Guarantors. Proceeds from the issuance of the notes were used to finance the Merger, and the notes mature on June 15, 2015. Interest is payable semiannually in arrears, at 10% per annum, in cash on each June 15 and December 15, commencing on December 15, 2007. Interest payments to the holders of record of the notes occur on the immediately preceding June 1 and December 1. Interest is computed on the basis of a 360-day year consisting of twelve 30-day months.

The indenture governing the notes limits, under certain circumstances, the Company’s ability and the ability of Co-Issuer and the Company’s restricted subsidiaries to: incur liens, make investments and loans, incur indebtedness or guarantees, engage in mergers, acquisitions and assets sales, declare dividends, make payments or redeem or repurchase equity interests, alter its business, engage in certain transactions with affiliates, enter into agreements limiting subsidiary distributions and prepay, redeem or purchase certain indebtedness.

In accordance with the terms of the senior notes, the Company’s restricted subsidiaries are also subject to restrictive covenants. As of June 14, 2007 and December 31, 2007, all of the Company’s consolidated subsidiaries were restricted subsidiaries. Under certain circumstances, the Company is permitted to designate subsidiaries as unrestricted subsidiaries, which would cause them not to be subject to the restrictive covenants of the indenture.

Additional notes may be issued under the indenture from time to time, subject to certain limitations. Initial and additional notes issued under the indenture will be treated as a single class for all purposes under the indenture, including waivers, amendments, redemptions and offers to purchase.

The notes are initially guaranteed on a senior unsecured basis by each restricted subsidiary that guarantees the senior secured credit facility (see Note 15). The notes are general, unsecured senior obligations of the Company, Co-Issuer and the Guarantors and are equal in right of payment to all existing and future senior indebtedness, including the senior secured credit facility. The notes are effectively subordinated to all of the Company’s, Co-Issuer’s and the Guarantors’ secured indebtedness, including the senior secured credit facility, to the extent of the value of the assets securing such indebtedness. The notes are senior in right of payment to all of the Company’s, Co-Issuer’s and the Guarantors’ existing and future subordinated indebtedness. The notes will be subject to future registration with the Securities and Exchange Commission pursuant to the registration rights agreement.

The Company may redeem some or all of the notes on and after June 15, 2011 at the redemption prices (expressed as percentages of principal amount of the notes to be redeemed) listed below, plus accrued and unpaid interest thereon and additional interest, if any, to the applicable redemption date.

Year	Percentage
2011	105.0	%
2012	102.5	%
2013 and thereafter	100.0	%

The Company also may redeem all or part of the notes at any time prior to June 15, 2011, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the applicable premium as of, and accrued and unpaid interest and additional interest, if any, to the date of redemption.

The Company also may redeem up to 35% of the aggregate principal amount of the notes until June 15, 2010, at a redemption price equal to 110% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and additional interest, if any, to the applicable redemption date with the net cash proceeds of

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

one or more equity offerings; provided that at least 50% of the sum of the aggregate principal amount of notes originally issued under the indenture and any additional notes issued under the indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the closing date of each such equity offering.

Upon a change in control as defined in the indenture, the Company will be required to make an offer to purchase all of the notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest and unpaid interest and additional interest, if any, to the date of purchase.

On June 14, 2007, the Company’s uncollateralized $225,000,000 revolving credit facility was paid off with proceeds from the Merger and terminated. This line of credit was scheduled to mature in June 2011 and permitted borrowing at interest rates ranging from 45 to 65 basis points over the 30, 60, 90 or 180-day London Interbank Offered Rate (LIBOR) (ranging from 5.35% to 5.36% at December 31, 2006). At December 31, 2006, the unused portion of the line of credit was $71,000,000.

On June 14, 2007, the Company’s $40,000,000 line of credit was paid off with proceeds from the Merger and terminated. This line was scheduled to mature in June 2011 and permitted borrowing at interest rates ranging from 45 to 65 basis points over LIBOR for loan draws and 55 to 80 basis points over LIBOR for letter of credit advances. There were no draws outstanding on this line of credit as of December 31, 2006. At December 31, 2006, $25,072,000 of the line of credit was committed for the issuance of letters of credit as required by insurance companies that underwrite the Company’s workers’ compensation insurance and also, where required, for construction of new restaurants.

On June 14, 2007, the Company’s $50,000,000 short-term uncollateralized line of credit was paid off with proceeds from the Merger and terminated. The line was scheduled to mature on June 30, 2007 and permitted borrowing at an interest rate 55 basis points over the LIBOR Market Index Rate at the time of each draw. There were no draws outstanding on this line of credit as of December 31, 2006.

On June 13, 2007, the Company established a one-year line of credit with a maximum borrowing amount of 12,000,000,000 Korean won ($12,790,000 at December 31, 2007) to finance development of restaurants in South Korea. The line bears interest at 0.80% over the Korean Stock Exchange three-month certificate of deposit rate (6.48% at December 31, 2007) and matures June 13, 2008. There were no draws outstanding on this line of credit as of December 31, 2007.

On June 12, 2007, the Company established a one-year overdraft line of credit with a maximum borrowing amount of 5,000,000,000 Korean won ($5,329,000 at December 31, 2007). The line bears interest at 1.15% over the Korean Stock Exchange three-month certificate of deposit rate (6.83% at December 31, 2007) and matures June 12, 2008. There were no draws outstanding on this line of credit as of December 31, 2007.

On May 2, 2007, the Company’s notes payable used to finance development of its restaurants in South Korea were paid off. The notes were denominated and payable in Korean won and had interest rates ranging from 5.27% to 6.29% at December 31, 2006. As of December 31, 2006, the combined outstanding balance was approximately $39,700,000. Certain of the notes payable were collateralized by lease and other deposits. At December 31, 2006, collateralized notes totaled approximately $41,360,000. At December 31, 2007, these lease and other deposits totaled approximately $45,254,000 but were no longer used as collateral on any of the Company’s Korean debt. The Company was pre-approved for additional borrowings of approximately $15,900,000 at December 31, 2006.

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On May 2, 2007, the Company’s uncollateralized note payable with a principal amount of 10,000,000,000 Korean won was paid off. The note’s interest rate was 1.25% over the Korean Stock Exchange three-month certificate of deposit rate (5.85% as of December 31, 2006). The note was denominated and payable in Korean won and was scheduled to mature in September 2009. As of December 31, 2006, the outstanding principal on this note was approximately $10,629,000.

The Company had notes payable with banks to finance the development of its restaurants in Japan (“Outback Japan”). The notes were payable to banks, collateralized by letters of credit and lease deposits of approximately $3,300,000 at December 31, 2006, and had an interest rate of 1.40% at December 31, 2006. The notes were denominated and payable in Japanese yen. As of December 31, 2006, the outstanding balance totaled approximately $5,114,000. The notes had been paid as of March 31, 2007.

In October 2003, Outback Japan established a revolving line of credit to finance the development of new restaurants in Japan and refinance certain notes payable. The line permitted borrowing up to a maximum of $10,000,000, contained certain restrictions and conditions as defined in the agreement and was scheduled to mature in June 2011. The line of credit permitted borrowing at interest rates ranging from 45 to 65 basis points over LIBOR. As of December 31, 2006, Outback Japan had borrowed approximately $9,096,000 on the line of credit at an average interest rate of 1.19%. As of March 31, 2007, borrowings under this line of credit had been paid.

In February 2004, Outback Japan established an additional revolving line of credit to finance the development of new restaurants in Japan and to refinance certain notes payable. The line was scheduled to mature March 31, 2007 and permitted borrowing up to a maximum of $10,000,000 with interest of LIBOR divided by a percentage equal to 1.00 minus the Eurocurrency Reserve Percentage. As of December 31, 2006, Outback Japan had borrowed approximately $3,921,000 on the line of credit at an average interest rate of 1.17%. As of March 31, 2007, borrowings under this line of credit had been paid.

As of December 31, 2007 and 2006, the Company had approximately $10,700,000 and $7,993,000, respectively, of notes payable at interest rates ranging from 2.07% to 7.30% and from 2.07% to 7.75%, respectively. These notes have been primarily issued for buyouts of general manager interests in the cash flows of their restaurants and generally are payable over five years.

In connection with the Merger, the Company entered into the PRP Sale-Leaseback Transaction in which the Company caused its wholly-owned subsidiaries to sell substantially all of the Company’s domestic restaurant properties to PRP for approximately $987,700,000 (see Note 2). The Company identified six restaurant properties included in the PRP Sale-Leaseback Transaction that failed to qualify for sale-leaseback accounting treatment in accordance with SFAS No. 98, as title transfer for these properties did not occur on June 14, 2007. The Company has one year from the PRP Sale-Leaseback Transaction to correct all title defects and complete construction. For those properties that do not meet the requirements for title transfer after one year, the Company must purchase them back from PRP on or before the expiration of the one-year period at the original purchase price. The Company has included approximately $17,825,000 for the fair value of these properties in the line items “Property, fixtures and equipment, net” and “Current portion of long-term debt” in its Consolidated Balance Sheet at December 31, 2007 (see Note 6). The future lease payments made pursuant to the lease agreement will be treated as interest expense and principal payments until such time as the requirements for sale-leaseback treatment are achieved or the Company repurchases the properties.

DEBT GUARANTEES

The Company is the guarantor of an uncollateralized line of credit that permits borrowing of up to $35,000,000 for a limited liability company, T-Bird Nevada, LLC (“T-Bird”), owned by its California franchisee. This line of credit matures in December 2008. The line of credit bears interest at rates ranging from 50 to 90

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

basis points over LIBOR. The Company was required to consolidate T-Bird effective January 1, 2004 upon adoption of revised FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” (“FIN 46R”). At December 31, 2007 and 2006, the outstanding balance on the line of credit was approximately $32,583,000 and $32,083,000, respectively, and is included in the Company’s Consolidated Balance Sheets. T-Bird uses proceeds from the line of credit for the purchase of real estate and construction of buildings to be opened as Outback Steakhouse restaurants and leased to the Company’s franchisees. According to the terms of the line of credit, T-Bird may borrow, repay, re-borrow or prepay advances at any time before the termination date of the agreement.

If a default under the line of credit were to occur requiring the Company to perform under the guarantee obligation, it has the right to call into default all of its franchise agreements in California and exercise any rights and remedies under those agreements as well as the right to recourse under loans T-Bird has made to individual corporations in California which own the land and/or building that is leased to those franchise locations. Events of default are defined in the line of credit agreement. The Company is not the primary obligor on the line of credit and it is not aware of any non-compliance with the underlying terms of the line of credit agreement that would result in it having to perform in accordance with the terms of the guarantee.

The consolidated financial statements include the accounts and operations of the Roy’s consolidated venture in which the Company has a less than majority ownership. The Company consolidates this venture because it controls the executive committee (which functions as a board of directors) through representation on the board by related parties, and it is able to direct or cause the direction of management and operations on a day-to-day basis. Additionally, the majority of capital contributions made by the Company’s partner in the Roy’s consolidated venture have been funded by loans to the partner from a third party where the Company is required to be a guarantor of the debt, which provides the Company control through its collateral interest in the joint venture partner’s membership interest. As a result of the Company’s controlling financial interest in this venture, it is included in the Company’s consolidated financial statements. The portion of income or loss attributable to the minority interests, not to exceed the minority interest’s equity in the subsidiary, is eliminated in the line item in the Consolidated Statements of Operations entitled “Minority interest in consolidated entities’ income.” All material intercompany balances and transactions have been eliminated.

The Company is the guarantor of an uncollateralized line of credit that permits borrowing of up to a maximum of $24,500,000 for its joint venture partner, RY-8, Inc. (“RY-8”), in the development of Roy’s restaurants. The line of credit originally expired in December 2004 and was renewed three times with a termination date in April 2009. According to the terms of the credit agreement, RY-8 may borrow, repay, re-borrow or prepay advances at any time before the termination date of the agreement. On the termination date of the agreement, the entire outstanding principal amount of the loan then outstanding and any accrued interest is due. At December 31, 2007 and 2006, the outstanding balance on the line of credit was approximately $24,500,000 and $24,349,000, respectively.

RY-8’s obligations under the line of credit are unconditionally guaranteed by the Company and Roy’s Holdings, Inc. (“RHI”). If an event of default occurs, as defined in the agreement, then the total outstanding balance, including any accrued interest, is immediately due from the guarantors. At December 31, 2007, $24,500,000 of the Company’s $150,000,000 working capital revolving credit facility was committed for the issuance of a letter of credit for this guarantee.

If an event of default occurs and RY-8 is unable to pay the outstanding balance owed, the Company would, as guarantor, be liable for this balance. However, in conjunction with the credit agreement, RY-8 and RHI have entered into an Indemnity Agreement and a Pledge of Interest and Security Agreement in the Company’s favor. These agreements provide that if the Company is required to perform its obligation as guarantor pursuant to the

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

credit agreement, then RY-8 and RHI will indemnify it against all losses, claims, damages or liabilities which arise out of or are based upon its guarantee of the credit agreement. RY-8’s and RHI’s obligations under these agreements are collateralized by a first priority lien upon and a continuing security interest in any and all of RY-8’s interests in the joint venture.

The Company is a partial guarantor of $68,000,000 in bonds issued by Kentucky Speedway, LLC (“Speedway”). Speedway is an unconsolidated affiliate in which the Company has a 22.5% equity interest and for which the Company operates catering and concession facilities. Payments on the bonds began in December 2003 and will continue according to a redemption schedule with final maturity in December 2022. The bonds have a put feature that allows the lenders to require full payment of the debt on or after June 2011. At December 31, 2007 and 2006, the outstanding balance on the bonds was approximately $63,300,000, and the Company’s guarantee was $17,585,000. The Company’s guarantee will proportionally decrease as payments are made on the bonds.

As part of the guarantee, the Company and other Speedway equity owners are obligated to contribute, either as equity or subordinated debt, any amounts necessary to maintain Speedway’s defined fixed charge coverage ratio. The Company is obligated to contribute 27.78% of such amounts. Speedway has not yet reached its operating break-even point. Since the initial investment, the Company has increased its investment by making additional working capital contributions and subordinated loans to this affiliate in payments totaling $7,636,000. Of this amount, the Company made subordinated loans of $2,133,000 during 2007 and $1,867,000 during 2006.

Each guarantor has unconditionally guaranteed Speedway’s obligations under the bonds not to exceed its maximum guaranteed amount. The Company’s maximum guaranteed amount is $17,585,000. If an event of default occurs as defined by the amended guarantee, or if the lenders exercise the put feature, the total outstanding amount on the bonds, plus any accrued interest, is immediately due from Speedway and each guarantor would be obligated to make payment under its guaranty up to its maximum guaranteed amount.

In June 2006, in accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), the Company recognized a liability of $2,495,000, representing the estimated fair value of the guarantee and a corresponding increase to the Company’s investment in Speedway, which is included in the line item entitled “Investments in and advances to unconsolidated affiliates, net” in the Company’s Consolidated Balance Sheets. Prior to the June 2006 modifications, the guarantee was not subject to the recognition or measurement requirements of FIN 45 and no liability related to the guarantee was recorded at December 31, 2005 or any prior period.

During the fourth quarter of 2007, the Company assessed its investment in Speedway for impairment using a discounted weighted average potential outcome probability analysis and recorded an impairment charge of $3,145,000 in the line item “Provision for impaired assets and restaurant closings” in its Consolidated Statement of Operations for the period from June 15 to December 31, 2007. The Company recognized a corresponding decrease to its investment in Speedway in the line item “Investments in and advances to unconsolidated affiliates, net” in its Consolidated Balance Sheet at December 31, 2007.

The Company’s Korean subsidiary is the guarantor of debt owed by landlords of two of the Company’s Outback Steakhouse restaurants in Korea. The Company is obligated to purchase the building units occupied by its two restaurants in the event of default by the landlords on their debt obligations, which were approximately $1,400,000 and $1,500,000 as of December 31, 2007 and 2006. Under the terms of the guarantees, the Company’s monthly rent payments are deposited with the lender to pay the landlords’ interest payments on the

F-39

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

outstanding balances. The guarantees are in effect until the earlier of the date the principal is repaid or the entire lease term of ten years for both restaurants, which expire in 2014 and 2016. The guarantees specify that upon default the purchase price would be a maximum of 130% of the landlord’s outstanding debt for one restaurant and the estimated legal auction price for the other restaurant, approximately $1,900,000 and $2,300,000, respectively, as of December 31, 2007 and 2006. If the Company were required to perform under either guarantee, it would obtain full title to the corresponding building unit and could liquidate the property, each having an estimated fair value of approximately $3,000,000 and $2,800,000, respectively. The Company has considered these guarantees and accounted for them in accordance with FIN 45. The Company has various depository and banking relationships with the lender.

The aggregate mandatory principal payments of debt outstanding at December 31, 2007, for the next five years, are summarized as follows: 2008—$67,558,000; 2009—$78,226,000; 2010—$77,063,000; 2011—$78,640,000; 2012—$75,216,000; and thereafter—$1,501,825,000.

The carrying value and fair value of the senior secured term loan facility at December 31, 2007 was $1,260,000,000 and $1,159,200,000, respectively. The carrying value and fair value of the senior notes at December 31, 2007 was $550,000,000 and $401,500,000, respectively. At December 31, 2006, the carrying amount of long-term debt approximated fair value.

DEBT AND DEBT GUARANTEE SUMMARY (in thousands):

	TOTAL		PAYABLE DURING 2008		PAYABLE DURING 2009-2012		PAYABLE AFTER 2012
Debt	$	1,843,450	$	34,975	$	306,650	$	1,501,825
Debt guarantees:
Maximum availability of debt guarantees	$	81,285	$	35,000	$	42,085	$	4,200
Amount outstanding under debt guarantees		78,868		32,583		42,085		4,200
Carrying amount of liabilities		35,078		32,583		2,495		—

11. Other Long-term Liabilities, Net

Other long-term liabilities, net, consisted of the following (in thousands):

	SUCCESSOR		PREDECESSOR
	DECEMBER 31, 2007		DECEMBER 31, 2006
Accrued insurance liability	$	41,070	$	31,236
Unfavorable leases, net of accumulated amortization of $2,838 at December 31, 2007		89,043		—
Other liabilities		102,918		18,628
	$	233,031	$	49,864

Other long-term liabilities as of December 31, 2007 and 2006 included $34,001,000 and $5,799,000, respectively, for the Partner Equity Deferred Compensation Diversified Plan. Other long-term liabilities as of December 31, 2007 also included $33,259,000 for the Company’s supplemental PEP buyout stock options obligation, $5,068,000 for the supplemental cash payment obligation, $6,149,000 for the restricted stock contributions obligation and $3,164,000 for deferred cash payments of Partner Shares (see Note 4). Approximately $7,900,000 of these obligations were unfunded as of December 31, 2007. As of December 31, 2006, other long-term liabilities included $10,409,000 for the unfunded portion of the Partner Equity Deferred Compensation Stock Plan.

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

12. Foreign Currency Translation and Comprehensive (Loss) Income

Comprehensive (loss) income includes net (loss) income and foreign currency translation adjustments. Total comprehensive income (loss) for the periods from January 1 to June 14, 2007 and June 15 to December 31, 2007 was $16,507,000 and ($42,255,000) and for the years ended December 31, 2006 and 2005 was $108,164,000 and $149,248,000, respectively, which included the effect of (losses) and gains from translation adjustments of approximately ($954,000), ($2,200,000), $8,004,000 and $2,502,000, respectively. Accumulated other comprehensive loss (income) contained only foreign currency translation adjustments as of December 31, 2007 and 2006.

13. Unitholder’s/Stockholders’ Equity

Prior to the Merger, the Company repurchased shares of its common stock, $0.01 par value, as follows (in thousands):

	YEARS ENDED DECEMBER 31,
	2006		2005
Number of shares repurchased		1,419		2,177
Aggregate purchase price	$	59,435	$	92,363

The Company did not repurchase any shares of its common stock in the period from January 1 to June 14, 2007.

Repurchased shares are carried as treasury stock on the Consolidated Balance Sheet at December 31, 2006 and are recorded at cost. Prior to the Merger, the Company had a policy of repurchasing shares on the open market to satisfy stock option exercises, to reduce the dilutive effect of restricted stock and for deposits in the PEP Stock Plan. The Company generally repurchased shares based on estimates of exercises, vesting of restricted stock and contributions to the PEP Stock Plan.

During the period from January 1 to June 14, 2007 and the years ended December 31, 2006 and 2005, the Company reissued approximately 549,000, 1,692,000 and 3,264,000 shares of treasury stock, respectively, that had a cost of approximately $26,390,000, $76,535,000 and $131,981,000, respectively for exercises of stock options and grants of restricted stock.

Since the Merger, OSI HoldCo, Inc. (the Company’s direct owner and a wholly-owned subsidiary of the Company’s Ultimate Parent) is the only owner of record of the Company’s 100 common units, no par value.

14. Income Taxes

The following table presents the domestic and foreign components of (loss) income before (benefit) provision for income taxes and minority interest in consolidated entities’ income (in thousands):

	SUCCESSOR			PREDECESSOR
	PERIOD FROM JUNE 15 to DECEMBER 31, 2007			PERIOD FROM JANUARY 1 to JUNE 14, 2007		YEAR ENDED DECEMBER 31, 2006		YEAR ENDED DECEMBER 31, 2005
Domestic	$	(101,008	)	$	7,171	$	131,500	$	196,162
Foreign		14,681			10,319		17,247		25,583
	$	(86,327	)	$	17,490	$	148,747	$	221,745

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Provision for income taxes consisted of the following (in thousands):

	SUCCESSOR			PREDECESSOR
	PERIOD FROM JUNE 15 to DECEMBER 31, 2007			PERIOD FROM JANUARY 1 to JUNE 14, 2007			YEAR ENDED DECEMBER 31, 2006			YEAR ENDED DECEMBER 31, 2005
Current (benefit) provision:
Federal	$	—		$	19,665		$	52,277		$	70,619
State		(2,474	)		6,881			11,403			16,435
Foreign		4,427			3,380			3,137			10,072
		1,953			29,926			66,817			97,126
Deferred benefit:
Federal		(45,427	)		(27,603	)		(21,650	)		(19,944	)
State		(3,354	)		(3,116	)		(2,325	)		(1,565	)
Foreign		(315	)		(863	)		(1,030	)		(1,809	)
		(49,096	)		(31,582	)		(25,005	)		(23,318	)
Income tax (benefit) provision	$	(47,143	)	$	(1,656	)	$	41,812		$	73,808

The reconciliation of income taxes calculated at the United States federal tax statutory rate to the Company’s effective tax rate is as follows:

	SUCCESSOR		PREDECESSOR
	PERIOD FROM JUNE 15 to DECEMBER 31, 2007		PERIOD FROM JANUARY 1 to JUNE 14, 2007		YEAR ENDED DECEMBER 31, 2006		YEAR ENDED DECEMBER 31, 2005
Income taxes at federal statutory rate	35.0	%	35.0	%	35.0	%	35.0	%
State and local income taxes, net of federal benefit	6.7		3.9		3.9		4.1
Employment related credits, net	12.2		(45.1	)	(10.7	)	(6.8	)
Other, net	0.7		(3.3	)	(0.1	)	1.0
Total	54.6	%	(9.5	)%	28.1	%	33.3	%

The effective income tax rates for the periods from January 1, 2007 to June 14, 2007 and from June 15, 2007 to December 31, 2007 were (9.5)% and 54.6%, respectively, compared to 28.1% for the year ended December 31, 2006. The decrease in the effective income tax rate for the period from January 1, 2007 to June 14, 2007 as compared to the year ended December 31, 2006 is primarily due to a $131,257,000 decrease in pretax income. While this decrease caused most of the permanent differences related to non-deductible expenses to increase the effective tax rate, the FICA tax credit for employee-reported tips is a large percentage of pretax income which caused the effective tax rate for the period from January 1, 2007 to June 14, 2007 to be negative. The increase in the effective income tax rate for the period from June 15, 2007 to December 31, 2007 as compared to the year ended December 31, 2006 is primarily due to a change in pretax (loss) income. The effective income tax rate is unusually high due to the FICA tax credit for employee-reported tips being such a large percentage of pretax (loss) income.

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The effective income tax rate was 28.1% in 2006 compared to 33.3% in 2005. The decline in the effective tax rate in 2006 compared to 2005 was primarily due to an increase in FICA tax credits for employee-reported tips as a percentage of income before provision for income taxes and a higher percentage of profits in lower-taxed jurisdictions.

The income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows (in thousands):

	SUCCESSOR			PREDECESSOR
	DECEMBER 31, 2007			DECEMBER 31, 2006
Deferred income tax assets:
Deferred rent	$	6,027		$	28,281
Insurance reserves		20,881			17,771
Unearned revenue		6,813			4,925
Deferred compensation		58,053			26,629
Partner accrued buyout liability		9,265			9,512
Goodwill and amortization		—			10,620
Net operating loss carryforward		30,261			1,512
Federal tax credit carryforward		18,211			—
Other, net		17,129			1,529
Gross deferred income tax assets		166,640			100,779
Less: valuation allowance		—			(4,149	)
		166,640			96,630
Deferred income tax liability:
Less: depreciation		(239,818	)		(4,586	)
Less: goodwill and amortization		(193,913	)		—
Net deferred tax (liability) assets	$	(267,091	)	$	92,044

The changes in the valuation allowance account for the deferred tax assets are as follows (in thousands):

	PREDECESSOR
	YEARS ENDED DECEMBER 31,
	2006			2005
Balance at January 1	$	6,543		$	7,855
Additions charged to costs and expenses		—			526
Change in assessments about the realization of deferred tax assets		(2,394	)		(1,838	)
Balance at December 31	$	4,149		$	6,543

	PREDECESSOR
	PERIOD FROM JANUARY 1 to JUNE 14, 2007
Balance at January 1, 2007	$	4,149
Additions charged to costs and expenses		65
Balance at June 14, 2007	$	4,214

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OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	SUCCESSOR
	PERIOD FROM JUNE 15 to DECEMBER 31, 2007
Balance at June 15, 2007	$	275
Change in assessments about the realization of deferred tax assets		(275	)
Balance at December 31, 2007	$	—

A provision was not made for any United States or additional foreign taxes on undistributed earnings related to the Company’s foreign affiliates as these earnings were and are expected to continue to be permanently reinvested. If the Company identifies an exception to its general reinvestment policy of undistributed earnings, additional taxes will be posted.

The Company has a federal net operating loss carryforward for tax purposes of approximately $68,385,000. This loss can be carried forward for 20 years from the tax year in which it is was generated and will expire in the year 2027. The Company has state net operating loss carryforwards of approximately $143,755,000. These state net operating loss carryforward amounts will expire between 2012 and 2027. The Company has foreign net operating loss carryforwards of approximately $2,431,000. These foreign net operating loss carryforward amounts will expire in 2009.

The Company has general business tax credits carryforward of approximately $17,193,000. These credits can be carried forward for 20 years and will expire in 2027. The Company has foreign tax credits carryforward available to utilize against federal income taxes of approximately $1,019,000. These credits can be carried forward for 10 years and will expire in 2017.

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for and disclosure of uncertainty in tax positions. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition associated with tax positions. As a result of the implementation of FIN 48, the Company recognized a $1,612,000 increase in its liability for unrecognized tax benefits, which was accounted for as a reduction to the January 1, 2007 balance of retained earnings.

As of January 1, 2007, the Company recorded $22,184,000 of unrecognized tax benefits ($16,265,000 in “Other long-term liabilities” and $5,919,000 in “Accrued expenses”). Of this amount, $13,256,000, if recognized, would impact the Company’s effective tax rate. The difference between the total amount of unrecognized tax benefits and the amount that would impact the effective tax rate consists of items that are offset by deferred tax assets and the federal tax benefit of state income tax items.

As of December 31, 2007, the Company had $18,463,000 of unrecognized tax benefits ($13,202,000 in “Other long-term liabilities” and $5,261,000 in “Accrued expenses”). Of this amount, $14,813,000, if recognized, would impact the Company’s effective tax rate.

F-44

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):

PREDECESSOR:
Balance at January 1, 2007	$	22,184
Increases for tax positions taken during a prior period		816
Decreases for tax positions taken during a prior period		(351	)
Increases for tax positions taken during the current period		312
Settlements with taxing authorities		(1,766	)
Balance at June 14, 2007	$	21,195

SUCCESSOR:
Balance at June 15, 2007	$	21,195
Increases for tax positions taken during a prior period		249
Decreases for tax positions taken during a prior period		(4,546	)
Increases for tax positions taken during the current period		1,908
Settlements with taxing authorities		(343	)
Balance at December 31, 2007	$	18,463

In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant taxable authorities. Based on the outcome of these examinations, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns will materially change from those recorded as liabilities for uncertain tax positions in the Company’s financial statements at December 31, 2007 by approximately $6,700,000 to $7,400,000 within twelve months.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2003 through 2007. The Company and its subsidiaries’ state income tax returns and foreign income tax returns also are open to audit under the statute of limitations for the years ended December 31, 2000 through 2007.

As of January 1, 2007, the Company accrued $3,951,000 of interest and penalties related to uncertain tax positions. As of December 31, 2007, the total amount of accrued interest and penalties was $4,489,000. The Company accounts for interest and penalties related to uncertain tax positions as part of its (benefit) provision for income taxes and recognized expense (benefit) of $703,000 and ($123,000) for the periods from January 1 to June 14, 2007 and June 15 to December 31, 2007, respectively. The adoption of FIN 48 did not affect the Company’s policy on classification of interest and penalties.

15. Supplemental Guarantor Condensed Consolidating Financial Statements

On June 14, 2007, in connection with the Merger, the Company issued senior notes in an aggregate principal amount of $550,000,000 under an indenture agreement. The notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis by each of its current and future domestic 100% owned restricted subsidiaries in its Outback Steakhouse, Carrabba’s Italian Grill and Cheeseburger in Paradise concepts (the “Guarantors”) (see Note 10). All other subsidiaries of the Company do not guarantee the senior notes (“Non-Guarantors”).

F-45

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In accordance with the terms of the indenture agreement, the following condensed consolidating financial statements present the financial position, results of operations and cash flows for the periods indicated of OSI Restaurant Partners, LLC—Parent only (“OSI Parent”), OSI Co-Issuer, which is a wholly-owned subsidiary and exists solely for the purpose of serving as a co-issuer of the exchange notes, the Guarantors, the Non-Guarantors, the elimination entries necessary to consolidate OSI Parent with the Guarantor and Non-Guarantor subsidiaries and the Company on a consolidated basis. Investments in subsidiaries are accounted for using the equity method for purposes of the consolidated presentation. The principal elimination entries relate to Senior notes presented as an obligation of both OSI Parent and OSI Co-Issuer, investments in subsidiaries, and intercompany balances and transactions.

	CONDENSED CONSOLIDATING BALANCE SHEET (SUCCESSOR) AS OF DECEMBER 31, 2007
	OSI Parent		OSI Co-Issuer		Guarantors		Non-Guarantors			Eliminations			Consolidated
ASSETS
Current Assets
Cash and cash equivalents	$	—	$	—	$	148,005	$	84,562		$	(61,463	)	$	171,104
Current portion of restricted cash		4,006		—		—		—			—			4,006
Inventories		31,870		—		31,585		17,581			—			81,036
Deferred income tax assets		23,554		—		1,081		(17	)		—			24,618
Other current assets		40,468		—		23,616		22,065			—			86,149
Total current assets		99,898		—		204,287		124,191			(61,463	)		366,913
Restricted cash		32,237		—		—		—			—			32,237
Property, fixtures and equipment, net		34,168		—		776,847		434,230			—			1,245,245
Investments in and advances to unconsolidated affiliates, net		2,116		—		—		24,096			—			26,212
Investments in Subsidiaries		40,212		—		1,022		260			(41,494	)		—
Due from (to) Subsidiaries		2,838,305		—		451,007		8,402			(3,297,714	)		—
Goodwill		—		—		559,532		500,997			—			1,060,529
Intangible assets, net		—		—		524,277		192,354			—			716,631
Other assets, net		143,999		—		20,893		58,350			—			223,242
Notes receivable collateral for franchisee guarantee		—		—		—		32,450			—			32,450
Total assets	$	3,190,935	$	—	$	2,537,865	$	1,375,330		$	(3,400,671	)	$	3,703,459

(CONTINUED…)

F-46

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING BALANCE SHEET (SUCCESSOR) AS OF DECEMBER 31, 2007
	OSI Parent			OSI Co-Issuer			Guarantors		Non-Guarantors			Eliminations			Consolidated
LIABILITIES AND UNITHOLDER’S EQUITY
Current Liabilities
Accounts payable	$	6,058		$	—		$	87,916	$	61,949		$	—		$	155,923
Bank overdraft payable		61,463			—			—		—			(61,463	)		—
Sales taxes payable		28			—			13,589		4,972			—			18,589
Accrued expenses		36,050			—			68,704		31,623			—			136,377
Current portion of accrued buyout liability		—			—			9,081		2,712			—			11,793
Unearned revenue		184			—			155,998		40,116			—			196,298
Income taxes payable		—			—			—		2,803			—			2,803
Current portion of long-term debt		30,925			—			2,705		1,345			—			34,975
Current portion of guaranteed debt		—			—			—		32,583			—			32,583
Total current liabilities		134,708			—			337,993		178,103			(61,463	)		589,341
Partner deposit and accrued buyout liability		3,339			—			89,462		29,937			—			122,738
Deferred rent		735			—			12,709		7,972			—			21,416
Deferred income tax liability		137,698			—			159,573		(5,562	)		—			291,709
Long-term debt		1,796,900			550,000			9,294		2,281			(550,000	)		1,808,475
Guaranteed debt		2,495			—			—		—			—			2,495
Due to subsidiaries		377,284			—			1,823,638		1,096,792			(3,297,714	)		—
Other long-term liabilities, net		138,384			—			70,107		24,540			—			233,031
Total liabilities		2,591,543			550,000			2,502,776		1,334,063			(3,909,177	)		3,069,205
Minority interests in consolidated entities		—			—			—		34,862			—			34,862
Unitholder’s Equity
Additional paid-in capital		641,647			(550,000	)		—		—			550,000			641,647
(Accumulated deficit) retained earnings		(40,055	)		—			35,089		8,605			(43,694	)		(40,055	)
Accumulated other comprehensive (loss) income		(2,200	)		—			—		(2,200	)		2,200			(2,200	)
Total unitholder’s equity		599,392			(550,000	)		35,089		6,405			508,506			599,392
	$	3,190,935		$	—		$	2,537,865	$	1,375,330		$	(3,400,671	)	$	3,703,459

F-47

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING BALANCE SHEET (PREDECESSOR) AS OF DECEMBER 31, 2006
	OSI Parent			OSI Co-Issuer		Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Current Assets
Cash and cash equivalents	$	238		$	—	$	52,446	$	42,172	$	—		$	94,856
Short-term investments		681			—		—		—		—			681
Inventories		44,118			—		28,268		14,680		—			87,066
Deferred income tax assets		150			—		16,185		5,757		—			22,092
Other current assets		7,036			—		68,434		35,031		—			110,501
Total current assets		52,223			—		165,333		97,640		—			315,196
Property, fixtures and equipment, net		39,721			—		1,100,968		408,237		—			1,548,926
Investments in and advances to unconsolidated affiliates, net		6,248			—		284		19,737		—			26,269
Investments in Subsidiaries		775,878			—		8,918		5,978		(790,774	)		—
Due from (to) Subsidiaries		693,142			—		847,045		10,389		(1,550,576	)		—
Deferred income tax assets		(6,618	)		—		56,673		19,897		—			69,952
Goodwill		—			—		37,429		112,849		—			150,278
Intangible assets, net		—			—		17,419		8,683		—			26,102
Other assets		19,455			—		16,704		53,755		—			89,914
Notes receivable collateral for franchisee guarantee		—			—		—		31,950		—			31,950
Total assets	$	1,580,049		$	—	$	2,250,773	$	769,115	$	(2,341,350	)	$	2,258,587

(CONTINUED…)

F-48

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING BALANCE SHEET (PREDECESSOR) AS OF DECEMBER 31, 2006
	OSI Parent			OSI Co-Issuer		Guarantors		Non-Guarantors		Eliminations			Consolidated
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	14,946		$	—	$	88,267	$	62,461	$	—		$	165,674
Sales taxes payable		—			—		17,983		4,995		—			22,978
Accrued expenses		4,320			—		61,357		31,457		—			97,134
Current portion of accrued buyout liability		—			—		12,096		3,450		—			15,546
Unearned revenue		—			—		158,772		28,205		—			186,977
Income taxes payable		—			—		11,763		3,734		—			15,497
Current portion of long-term debt		—			—		1,913		58,468		—			60,381
Total current liabilities		19,266			—		352,151		192,770		—			564,187
Partner deposit and accrued buyout liability		—			—		77,918		25,006		—			102,924
Deferred rent		2,215			—		51,747		19,933		—			73,895
Long-term debt		154,000			—		8,792		12,205		—			174,997
Guaranteed debt		2,495			—		—		32,083		—			34,578
Due to Subsidiaries		133,417			—		1,038,234		378,925		(1,550,576	)		—
Other long-term liabilities		47,443			—		450		1,971		—			49,864
Total liabilities		358,836			—		1,529,292		662,893		(1,550,576	)		1,000,445
Minority interests in consolidated entities		—			—		582		36,347		—			36,929
Stockholders’ Equity
Common stock, $0.01 par value, 200,000 shares authorized; 78,750 shares issued and 75,127 shares outstanding		788			—		—		—		—			788
Additional paid-in capital		269,872			—		—		—		—			269,872
Retained earnings (accumulated deficit)		1,092,271			—		720,899		61,487		(782,386	)		1,092,271
Accumulated other comprehensive income (loss)		8,388			—		—		8,388		(8,388	)		8,388
		1,371,319			—		720,899		69,875		(790,774	)		1,371,319
Less treasury stock, 3,623 shares at cost		(150,106	)		—		—		—		—			(150,106	)
Total stockholders’ equity		1,221,213			—		720,899		69,875		(790,774	)		1,221,213
	$	1,580,049		$	—	$	2,250,773	$	769,115	$	(2,341,350	)	$	2,258,587

F-49

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (SUCCESSOR) PERIOD FROM JUNE 15, 2007 TO DECEMBER 31, 2007
	OSI Parent			OSI Co-Issuer		Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues
Restaurant sales	$	—		$	—	$	1,622,283		$	605,643		$	—		$	2,227,926
Other revenues		—			—		8,261			3,837			—			12,098
Total revenues		—			—		1,630,544			609,480			—			2,240,024
Costs and expenses
Cost of sales		—			—		588,706			201,886			—			790,592
Labor and other related		1,852			—		452,557			168,750			—			623,159
Other restaurant operating		—			—		403,599			153,860			—			557,459
Depreciation and amortization		1,453			—		65,270			35,540			—			102,263
General and administrative		35,813			—		66,823			35,740			—			138,376
Provision for impaired assets and restaurant closings		3,145			—		15,341			3,280			—			21,766
Loss (income) from operations of unconsolidated affiliates		1,400			—		118			(2,779	)		—			(1,261	)
Total costs and expenses		43,663			—		1,592,414			596,277			—			2,232,354
(Loss) income from operations		(43,663	)		—		38,130			13,203			—			7,670
Equity in earnings (losses) of subsidiaries		42,412			—		1,022			260			(43,694	)		—
Other income (expense), net		—			—		347			(347	)		—			—
Interest income		6,442			—		1,361			3,295			(6,373	)		4,725
Interest expense		(97,308	)		—		(4,964	)		(2,823	)		6,373			(98,722	)
(Loss) income before (benefit) provision for income taxes and minority interest in consolidated entities’ income		(92,117	)		—		35,896			13,588			(43,694	)		(86,327	)
(Benefit) provision for income taxes		(52,062	)		—		807			4,112			—			(47,143	)
(Loss) income before minority interest in consolidated entities’ income		(40,055	)		—		35,089			9,476			(43,694	)		(39,184	)
Minority interest in consolidated entities’ income		—			—		—			871			—			871
Net (loss) income	$	(40,055	)	$	—	$	35,089		$	8,605		$	(43,694	)	$	(40,055	)

F-50

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (PREDECESSOR) PERIOD FROM JANUARY 1, 2007 TO JUNE 14, 2007
	OSI Parent			OSI Co-Issuer		Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues
Restaurant sales	$	—		$	—	$	1,406,275		$	510,414		$	—		$	1,916,689
Other revenues		—			—		7,012			2,936			—			9,948
Total revenues		—			—		1,413,287			513,350			—			1,926,637
Costs and expenses
Cost of sales		—			—		512,356			169,099			—			681,455
Labor and other related		7,916			—		391,685			140,680			—			540,281
Other restaurant operating		—			—		314,617			125,928			—			440,545
Depreciation and amortization		2,153			—		49,465			23,228			—			74,846
General and administrative		58,952			—		65,143			34,052			—			158,147
Provision for impaired assets and restaurant closings		945			—		5,823			1,762			—			8,530
Loss (income) from operations of unconsolidated affiliates		1,734			—		106			(1,148	)		—			692
Total costs and expenses		71,700			—		1,339,195			493,601			—			1,904,496
(Loss) income from operations		(71,700	)		—		74,092			19,749			—			22,141
Equity in earnings (losses) of subsidiaries		51,546			—		(761	)		519			(51,304	)		—
Interest income		3,691			—		980			1,983			(5,093	)		1,561
Interest expense		(3,750	)		—		(4,237	)		(3,318	)		5,093			(6,212	)
(Loss) income before (benefit) provision for income taxes and minority interest in consolidated entities’ income		(20,213	)		—		70,074			18,933			(51,304	)		17,490
(Benefit) provision for income taxes		(37,674	)		—		31,226			4,792			—			(1,656	)
Income (loss) before minority interest in consolidated entities’ income		17,461			—		38,848			14,141			(51,304	)		19,146
Minority interest in consolidated entities’ income		—			—		25			1,660			—			1,685
Net income (loss)	$	17,461		$	—	$	38,823		$	12,481		$	(51,304	)	$	17,461

F-51

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (PREDECESSOR) FOR THE YEAR ENDED DECEMBER 31, 2006
	OSI Parent			OSI Co-Issuer		Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues
Restaurant sales	$	—		$	—	$	2,937,793		$	981,983		$	—		$	3,919,776
Other revenues		—			—		16,156			5,027			—			21,183
Total revenues		—			—		2,953,949			987,010			—			3,940,959
Costs and expenses
Cost of sales		—			—		1,085,799			329,660			—			1,415,459
Labor and other related		3,070			—		819,105			265,083			—			1,087,258
Other restaurant operating		—			—		645,967			239,595			—			885,562
Depreciation and amortization		6,816			—		100,628			44,156			—			151,600
General and administrative		39,235			—		127,018			68,389			—			234,642
Provision for impaired assets and restaurant closings		704			—		10,585			2,865			—			14,154
Loss (income) from operations of unconsolidated affiliates		3,656			—		198			(3,859	)		—			(5	)
Total costs and expenses		53,481			—		2,789,300			945,889			—			3,788,670
(Loss) income from operations		(53,481	)		—		164,649			41,121			—			152,289
Equity in earnings (losses) of subsidiaries		137,785			—		913			181			(138,879	)		—
Other income		—			—		7,950			—			—			7,950
Interest income		7,699			—		1,862			3,940			(10,189	)		3,312
Interest expense		(8,978	)		—		(8,572	)		(7,443	)		10,189			(14,804	)
Income (loss) before (benefit) provision for income taxes and minority interest in consolidated entities’ income		83,025			—		166,802			37,799			(138,879	)		148,747
(Benefit) provision for income taxes		(17,135	)		—		50,524			8,423			—			41,812
Income (loss) before minority interest in consolidated entities’ income		100,160			—		116,278			29,376			(138,879	)		106,935
Minority interest in consolidated entities’ income		—			—		2,362			4,413			—			6,775
Net income (loss)	$	100,160		$	—	$	113,916		$	24,963		$	(138,879	)	$	100,160

F-52

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (PREDECESSOR)
	FOR THE YEAR ENDED DECEMBER 31, 2005
	OSI Parent			OSI Co-Issuer		Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues
Restaurant sales	$	—		$	—	$	2,801,410		$	789,459		$	—		$	3,590,869
Other revenues		—			—		15,525			6,323			—			21,848
Total revenues		—			—		2,816,935			795,782			—			3,612,717
Costs and expenses
Cost of sales		—			—		1,043,686			271,654			—			1,315,340
Labor and other related		—			—		726,292			204,064			—			930,356
Other restaurant operating		—			—		590,173			193,572			—			783,745
Depreciation and amortization		4,935			—		87,514			35,324			—			127,773
General and administrative		31,648			—		115,719			49,768			—			197,135
Hurricane property losses		3,101			—		—			—			—			3,101
Provision for impaired assets and restaurant closings		7,581			—		2,622			16,967			—			27,170
Contribution for “Dine Out for Hurricane Relief”		1,000			—		—			—			—			1,000
Loss (income) from operations of unconsolidated affiliates		—			—		682			(2,161	)		—			(1,479	)
Total costs and expenses		48,265			—		2,566,688			769,188			—			3,384,141
(Loss) income from operations		(48,265	)		—		250,247			26,594			—			228,576
Equity in earnings (losses) of subsidiaries		177,106			—		(1,280	)		748			(176,574	)		—
Other (expense) income, net		(2,401	)		—		331			—			—			(2,070	)
Interest income		7,612			—		787			2,814			(9,126	)		2,087
Interest expense		(2,541	)		—		(8,048	)		(5,385	)		9,126			(6,848	)
Income (loss) before (benefit) provision for income taxes and minority interest in consolidated entities’ income		131,511			—		242,037			24,771			(176,574	)		221,745
(Benefit) provision for income taxes		(15,235	)		—		81,301			7,742			—			73,808
Income (loss) before minority interest in consolidated entities’ income		146,746			—		160,736			17,029			(176,574	)		147,937
Minority interest in consolidated entities’ income		—			—		4,419			(3,228	)		—			1,191
Net income (loss)	$	146,746		$	—	$	156,317		$	20,257		$	(176,574	)	$	146,746

F-53

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (SUCCESSOR)
	PERIOD FROM JUNE 15, 2007 TO DECEMBER 31, 2007
	OSI Parent			OSI Co-Issuer		Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(1,415,019	)	$	—	$	931,019		$	681,606		$	(36,825	)	$	160,781
Cash flows used in investing activities:
Maturities and sales of investment securities		1,134			—		—			—			—			1,134
Purchase of Company-owned life insurance		(63,930	)		—		—			—			—			(63,930	)
Acquisition of OSI Restaurant Partners, Inc.		(831,904	)		—		(1,632,530	)		(627,862	)		—			(3,092,296	)
Acquisition of liquor licenses		—			—		(1,011	)		(561	)		—			(1,572	)
Proceeds from sale-leaseback transactions		—			—		872,014			53,076			—			925,090
Capital expenditures		(1,688	)		—		(37,805	)		(37,572	)		—			(77,065	)
Restricted cash received for capital expenditures and certain deferred compensation plans		136,723			—		—			—			—			136,723
Restricted cash used to fund capital expenditures and certain deferred compensation plans		(121,109	)		—		—			—			—			(121,109	)
Payments from unconsolidated affiliates		2			—		8			142			—			152
Distributions to unconsolidated affiliates		—			—		(112	)		—			—			(112	)
Investments in and advances to unconsolidated affiliates		(2,134	)		—		250			(2,765	)		—			(4,649	)
Net cash used in investing activities		(882,906	)		—		(799,186	)		(615,542	)		—			(2,297,634	)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of long-term debt	$	17,825			—	$	42		$	33		$	—		$	17,900
Proceeds from the issuance of Term B Loans		1,310,000			—		—			—			—			1,310,000
Proceeds from the issuance of revolver		11,500			—		—			—			—			11,500
Proceeds from the issuance of 10% Notes		550,000			—		—			—			—			550,000
Repayments of long-term debt		(198,015	)		—		(1,406	)		33			—			(199,388	)
Deferred financing costs		(63,313	)		—		—			—			—			(63,313	)
Contributions from Ultimate Parent		42,413			—		—			—			—			42,413
Proceeds from minority interest contributions		—			—		778			803			—			1,581
Distributions to minority interest		—			—		(1,314	)		(3,992	)		—			(5,306	)
Decrease in partner deposit and accrued buyout liability		—			—		(574	)		(59	)		—			(633	)
Proceeds from the issuance of common stock		600,373			—		—			—			—			600,373
Net cash provided by (used in) financing activities		2,270,783			—		(2,474	)		(3,182	)		—			2,265,127
Net (decrease) increase in cash and cash equivalents		(27,142	)		—		129,359			62,882			(36,825	)		128,274
Cash and cash equivalents at the beginning of the period		27,142			—		18,646			21,680			(24,638	)		42,830
Cash and cash equivalents at the end of the period	$	—		$	—	$	148,005		$	84,562		$	(61,463	)	$	171,104

F-54

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (PREDECESSOR)
	PERIOD FROM JANUARY 1, 2007 TO JUNE 14, 2007
	OSI Parent			OSI Co-Issuer		Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	57,765		$	—	$	12,760		$	109,746		$	(24,638	)	$	155,633
Cash flows used in investing activities:
Purchase of investment securities		(2,455	)		—		—			—			—			(2,455	)
Maturities and sales of investment securities		2,002			—		—			—			—			2,002
Cash paid for acquisitions of businesses, net of cash acquired		—			—		—			(250	)		—			(250	)
Acquisition of liquor licenses		—			—		(601	)		(952	)		—			(1,553	)
Capital expenditures		(21,003	)		—		(39,421	)		(58,935	)		—			(119,359	)
Proceeds from the sale of property, fixtures and equipment and lease termination		1,948			—		—			—			—			1,948
Distributions to unconsolidated affiliates		—			—		(86	)		—			—			(86	)
Net cash used in investing activities		(19,508	)		—		(40,108	)		(60,137	)		—			(119,753	)
Cash flows used in financing activities:
Proceeds from issuance of long-term debt		123,516			—		—			132			—			123,648
Repayments of long-term debt		(141,000	)		—		(641	)		(69,193	)		—			(210,834	)
Proceeds from minority interest contributions		—			—		—			3,940			—			3,940
Distributions to minority interest		—			—		(70	)		(4,509	)		—			(4,579	)
Decrease in partner deposit and accrued buyout liability		—			—		(5,741	)		(471	)		—			(6,212	)
Excess income tax benefits from stock-based compensation		1,541			—		—			—			—			1,541
Dividends paid		(9,887	)		—		—			—			—			(9,887	)
Proceeds from exercise of employee stock options		14,477			—		—			—			—			14,477
Net cash used in financing activities		(11,353	)		—		(6,452	)		(70,101	)		—			(87,906	)
Net increase (decrease) in cash and cash equivalents		26,904			—		(33,800	)		(20,492	)		(24,638	)		(52,026	)
Cash and cash equivalents at the beginning of the period		238			—		52,446			42,172			—			94,856
Cash and cash equivalents at the end of the period	$	27,142		$	—	$	18,646		$	21,680		$	(24,638	)	$	42,830

F-55

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (PREDECESSOR)
	FOR THE YEAR ENDED DECEMBER 31, 2006
	OSI Parent			OSI Co-Issuer		Guarantors			Non-Guarantors			Eliminations		Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(11,608	)	$	—	$	235,534		$	126,787		$	—	$	350,713
Cash flows used in investing activities:
Purchase of investment securities		(5,632	)		—		—			—			—		(5,632	)
Maturities and sales of investment securities		6,779			—		—			—			—		6,779
Cash paid for acquisitions of businesses, net of cash acquired		—			—		(31,900	)		(31,722	)		—		(63,622	)
Capital expenditures		(5,205	)		—		(200,880	)		(91,649	)		—		(297,734	)
Proceeds from the sale of property, fixtures and equipment and lease termination		—			—		31,693			—			—		31,693
Deposits to partner deferred compensation plans		(6,310	)		—		—			—			—		(6,310	)
Payments from unconsolidated affiliates		—			—		—			358			—		358
Investments in and advances to unconsolidated affiliates		(1,866	)		—		(219	)		(182	)		—		(2,267	)
Net cash used in investing activities		(12,234	)		—		(201,306	)		(123,195	)		—		(336,735	)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of long-term debt		303,806			—		65,229			2,752			—		371,787
Repayments of long-term debt		(222,806	)		—		(69,348	)		(1,993	)		—		(294,147	)
Proceeds from minority interest contributions		—			—		1,493			1,830			—		3,323
Distributions to minority interest		—			—		(3,839	)		(8,702	)		—		(12,541	)
(Decrease) increase in partner deposit and accrued buyout liability		—			—		(14,146	)		2,007			—		(12,139	)
Excess income tax benefits from stock-based compensation		4,046			—		—			—			—		4,046
Dividends paid		(38,896	)		—		—			—			—		(38,896	)
Proceeds from exercise of employee stock options		34,004			—		—			—			—		34,004
Payments for purchase of treasury stock		(59,435	)		—		—			—			—		(59,435	)
Net cash provided by (used in) financing activities		20,719			—		(20,611	)		(4,106	)		—		(3,998	)
Net (decrease) increase in cash and cash equivalents		(3,123	)		—		13,617			(514	)		—		9,980
Cash and cash equivalents at the beginning of the period		3,361			—		38,829			42,686			—		84,876
Cash and cash equivalents at the end of the period	$	238		$	—	$	52,446		$	42,172		$	—	$	94,856

F-56

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (PREDECESSOR)
	FOR THE YEAR ENDED DECEMBER 31, 2005
	OSI Parent			OSI Co-Issuer		Guarantors			Non-Guarantors			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	53,499		$	—	$	231,359		$	79,256		$	—	$	364,114
Cash flows used in investing activities:
Purchase of investment securities		(5,568	)		—		—			—			—		(5,568	)
Maturities and sales of investment securities		5,165			—		—			—			—		5,165
Cash paid for acquisitions of businesses, net of cash acquired		—			—		(5,200	)		—			—		(5,200	)
Proceeds from sale-leaseback transactions		—			—		5,000			—			—		5,000
Capital expenditures		(13,729	)		—		(215,334	)		(98,799	)		—		(327,862	)
Proceeds from the sale of property, fixtures and equipment and lease termination		555			—		10,948			5			—		11,508
Payments from unconsolidated affiliates		—			—		—			131			—		131
Investments in and advances to unconsolidated affiliates		(892	)		—		(1,124	)		60			—		(1,956	)
Net cash used in investing activities		(14,469	)		—		(205,710	)		(98,603	)		—		(318,782	)
Cash flows (used in) provided by financing activities:
Proceeds from issuance of long-term debt		152,000			—		1,412			18,134			—		171,546
Repayments of long-term debt		(134,000	)		—		(1,822	)		(5,262	)		—		(141,084	)
Proceeds from minority interest contributions		—			—		2,158			6,477			—		8,635
Distributions to minority interest		—			—		(7,621	)		(10,278	)		—		(17,899	)
(Decrease) increase in partner deposit and accrued buyout liability		(96	)		—		5,703			6,223			—		11,830
Dividends paid		(38,753	)		—		—			—			—		(38,753	)
Proceeds from exercise of employee stock options		49,655			—		—			—			—		49,655
Payments for purchase of treasury stock		(92,363	)		—		—			—			—		(92,363	)
Net cash (used in) provided by financing activities		(63,557	)		—		(170	)		15,294			—		(48,433	)
Net (decrease) increase in cash and cash equivalents		(24,527	)		—		25,479			(4,053	)		—		(3,101	)
Cash and cash equivalents at the beginning of the period		27,888			—		13,350			46,739			—		87,977
Cash and cash equivalents at the end of the period	$	3,361		$	—	$	38,829		$	42,686		$	—	$	84,876

F-57

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

16. Recently Issued Financial Accounting Standards

In September 2006, the EITF reached a consensus on EITF Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life Insurance Arrangements” (“EITF No. 06-4”), which requires the application of the provisions of SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” to endorsement split dollar life insurance arrangements. EITF No. 06-4 requires recognition of a liability for the discounted future benefit obligation owed to an insured employee by the insurance carrier. EITF No. 06-4 is effective for fiscal years beginning after December 15, 2007 and will be adopted January 1, 2008. In the period of adoption, the Company anticipates a cumulative adjustment of approximately $9,550,000 to retained earnings.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007 for financial assets and liabilities or for nonfinancial assets and liabilities that are re-measured at least annually. In February 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 157-2, “Effective Date of FASB Statement No. 157” to defer the effective date for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis until fiscal years beginning after November 15, 2008. In February 2008, the FASB also issued FSP SFAS No. 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements that Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” which excludes SFAS No. 13, “Accounting for Leases” (“SFAS No. 13”), as well as other accounting pronouncements that address fair value measurements on lease classification or measurement under SFAS No. 13, from SFAS No. 157’s scope. The Company does not expect the adoption of SFAS No. 157 to have a material effect on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS No. 159 to have a material effect on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations” (“SFAS No. 141R”), a revision of SFAS No. 141. SFAS No. 141R retains the fundamental requirements of SFAS No. 141 but revises certain elements including: the recognition and fair value measurement as of the acquisition date of assets acquired and liabilities assumed, the accounting for goodwill and financial statement disclosures. SFAS No. 141R is effective for fiscal years beginning on or after December 15, 2008 and is applicable to business combinations with an acquisition date on or after this date. The Company is currently evaluating the impact that SFAS No. 141R will have on its financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – Including an Amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 modifies the presentation of noncontrolling interests in the consolidated balance sheet and the consolidated statement of operations. It requires noncontrolling interests to be clearly identified, labeled and included separately from the parent’s equity and consolidated net (loss) income. The provisions of SFAS No. 160 are effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact that SFAS No. 160 will have on its financial statements.

F-58

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”), an amendment of SFAS No. 133. SFAS No. 161 is intended to enable investors to better understand how derivative instruments and hedging activities affect the entity’s financial position, financial performance and cash flows by enhancing disclosures. SFAS No. 161 requires disclosure of fair values of derivative instruments and their gains and losses in a tabular format, disclosure of derivative features that are credit-risk-related to provide information about the entity’s liquidity and cross-referencing within the footnotes to help financial statement users locate important information about derivative instruments. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently evaluating the impact that SFAS No. 161 will have on its financial statements.

17. Commitments and Contingencies

Operating Leases

The Company leases restaurant and office facilities and certain equipment under operating leases having initial terms expiring between 2008 and 2022. The restaurant facility leases primarily have renewal clauses from five to 30 years exercisable at the option of the Company. Certain of these leases require the payment of contingent rentals based on a percentage of gross revenues, as defined by the terms of the applicable lease agreement. Total rental expense for the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005 was approximately $54,806,000, $113,914,000, $111,987,000 and $95,169,000, respectively, and included contingent rent of approximately $3,761,000, $3,512,000, $7,361,000 and $5,826,000, respectively.

Future minimum rental payments under non-cancelable operating leases (including leases for restaurants scheduled to open in 2008) are as follows (in thousands):

2008	$	176,113
2009		171,922
2010		165,750
2011		154,633
2012		146,485
Thereafter		977,070
Total minimum lease payments	$	1,791,973

Purchase Obligations

The Company has minimum purchase commitments with various vendors through June 2013. Outstanding commitments as of December 31, 2007 were approximately $836,767,000 and consist primarily of minimum purchase commitments of beef, pork, chicken, and other food and beverage products related to normal business operations and contracts for advertising, marketing, sports sponsorships, printing and technology.

Long-term Incentives

On December 8, 2005, the Board approved long-term incentive agreements for certain of its brand presidents. Originally, payments were contingent on employment as brand president for a ten-year term (a reduced payment may be made upon completion of the eighth year). The agreements provided for minimum payments of $500,000 to $1,000,000 per individual upon completion of the term. In addition, upon completion of

F-59

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the term, the individual was to receive 5% of the excess, if any, of cumulative operating profit of the brand over the cumulative cost of capital employed in the brand. The cost of capital was subject to annual adjustment by the Company. These long-term incentive agreements were modified for a majority of the Company’s concept presidents during the fourth quarter of 2007 to replace cash payments with grants of stock options with performance targets and time vesting requirements (see Note 4).

Litigation and Other Matters

The Company is subject to legal proceedings, claims and liabilities, such as liquor liability, sexual harassment and slip and fall cases, etc., which arise in the ordinary course of business and are generally covered by insurance. In the opinion of management, the amount of the ultimate liability with respect to those actions will not have a materially adverse impact on the Company’s financial position or results of operations and cash flows. In addition, the Company is subject to the following legal proceedings and actions.

On November 8, 2006, a putative class action complaint captioned Charter Township of Clinton Police and Fire Retirement System v. OSI Restaurant Partners, Inc., et al., No. 06-CA-010348, was filed in the Circuit Court of the 13th Judicial Circuit in and for Hillsborough County, Florida against the Company, each of the Company’s directors, J. Timothy Gannon, Bain Capital Partners, LLC and Catterton Partners, challenging the merger of OSI with Kangaroo Holdings, Inc. and Kangaroo Acquisition, Inc. as unfair and inadequate to the Company’s public stockholders.

On January 25, 2007, plaintiff’s counsel in the Florida action voluntarily dismissed the action as to Mr. Gannon and filed an amended complaint, which did not name Mr. Gannon as a defendant, against the remaining defendants. The amended complaint alleges that the Company’s directors breached their fiduciary duties in connection with the Merger by failing to maximize stockholder value and by approving a transaction that purportedly benefits the Founders and the Company’s management expected to invest in the proposed transaction at the expense of the Company’s public stockholders; that the Company’s directors breached their fiduciary duties by failing to disclose certain allegedly material information to stockholders; and that the Company, Bain Capital and Catterton aided and abetted the alleged fiduciary breaches. The amended complaint seeks, among other relief, class certification of the lawsuit, an injunction against the Merger, declaratory relief, compensatory and/or rescissory damages to the putative class, and an award of attorneys’ fees and expenses to plaintiffs. On February 23, 2007, defendants Brabson, Carey, Fields, Franks, James, and Wilt answered the amended complaint and asserted affirmative defenses. The other defendants filed motions to dismiss the amended complaint on the same date.

On January 30, 2007, a class action complaint captioned Robert Mann v. Chris T. Sullivan, et al., No. CA2709-N, was filed in the Court of Chancery of Delaware in and for New Castle County against the same defendants stated above, including Mr. Gannon and except that Catterton Management Company, LLC was named as a defendant rather than Catterton Partners. Paul E. Avery, Joseph J. Kadow and Dirk A. Montgomery were also named as defendants. The complaint alleges that OSI’s directors and the officer defendants breached their fiduciary duties in connection with the Merger, and that Mr. Gannon, Bain Capital and Catterton aided and abetted the alleged fiduciary breaches. The complaint seeks, among other relief, an injunction against the proposed transaction, declaratory relief, compensatory and/or rescissory damages to the putative class, and an award of attorneys’ fees and expenses to plaintiffs.

Counsel for the parties to these two suits have entered into a settlement stipulation as of June 26, 2007, providing for the settlement of the suits subject to Florida court approval. Pursuant to the stipulation, the defendants agreed to make certain additional disclosures in the Definitive Proxy Statement that was circulated to

F-60

OSI Restaurant Partners, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the Company’s stockholders with respect to the Merger. The defendants considered it desirable that the actions be settled to avoid the burden, expense, risk, inconvenience and distraction of continued litigation and to resolve all of the claims that were or could have been brought in the actions being settled. A hearing by the Florida court to consider approval of the settlement was held on October 30, 2007. At the hearing, the Florida court entered an order approving the settlement. As a result of this order, both the Florida action and the Delaware action will be dismissed with prejudice. As part of the settlement stipulation to the Charter Township of Clinton Police and Fire Retirement System v. OSI Restaurant Partners, Inc., et al., No. 06-CA-010348 suit, the defendants agreed to pay attorneys’ fees, expenses and costs of plaintiff’s counsel of $4,950,000 by November 9, 2007.

Outback Steakhouse of Florida, Inc. and OS Restaurant Services, Inc. are the defendants in a class action lawsuit brought by the U.S. Equal Employment Opportunity Commission (EEOC v. Outback Steakhouse of Florida, Inc. and OS Restaurant Services, Inc., U.S. District Court, District of Colorado, Case No. 06-cv-1935, filed September 28, 2006) alleging that they have engaged in a pattern or practice of discrimination against women on the basis of their gender with respect to hiring and promoting into management positions as well as discrimination against women in terms and condition of their employment. In addition to the EEOC, two former employees have successfully intervened as party plaintiffs in the case. On November 3, 2007, the EEOC’s nationwide claim of gender discrimination was dismissed and the scope of the suit was limited to the states of Colorado, Wyoming and Montana. However, the Company expects the EEOC to pursue claims of gender discrimination against the Company on a nationwide basis through other proceedings. The parties are in the process of completing discovery. Litigation is, by its nature, uncertain both as to time and expense involved and as to the final outcome of such matters. While the Company intends to vigorously defend itself in this lawsuit, protracted litigation or unfavorable resolution of this lawsuit could have a material adverse effect on the Company’s business, results of operations or financial condition and could damage the Company’s reputation with its employees and its customers.

In April 2007, the Company was served with a putative class action complaint captioned Gerald D. Wells, Jr. et al. v. OSI Restaurant Partners, Inc., Case No. 07-1431, that was filed in the United States District Court for the District of Pennsylvania alleging violations of the Fair and Accurate Credit Transactions Act, or FACTA, on behalf of customers of Carrabba’s Italian Grill. In June 2007, a putative class action complaint captioned David Sochin v. OSI Restaurant Partners, Inc., Case No. 07-02228 was filed in the United States District Court for the Eastern District of Pennsylvania alleging violations of FACTA on behalf of customers of Fleming’s Prime Steakhouse and Wine Bar. In addition, the Company had previously been provided with a copy of a putative class action complaint captioned Saunders v. Roy’s Family of Restaurants, Inc., Case No. SACV07-164 CJC (ANx), that was filed in the United States District Court for the Central District of California alleging violations of FACTA on behalf of customers of Roy’s restaurants; an amended complaint in that suit was served in May 2007, naming Roy’s/Woodland Hills-I, Limited Partnership and Outback Steakhouse of Florida, Inc. as defendants in place of Roy’s Family of Restaurants, Inc.. Outback Steakhouse of Florida, Inc. has been dismissed from the Saunders suit, leaving Roy’s/Woodland Hills-I, Limited Partnership as the only defendant. The issue of whether class certification is proper under the circumstances presented by the Saunders case is now pending before the U. S. Court of Appeals for the Ninth Circuit. The Company has obtained a stay of the Saunders case pending the decision of the Ninth Circuit Court of Appeals. The stay will remain in effect until April 15, 2008 at which time the District Court will review the status of any appellate decision. As the appellate decision has not yet been issued, the Company has requested an extension of the stay. The Company has also been served in a putative class action complaint captioned Stephen Troy et al. v. Carrabba’s Italian Grill, Inc., Case No. 07-CV-4329 that was filed in the United States District Court for the Northern District of Illinois. The Troy case alleges violations of FACTA on behalf of Illinois residents only. On August 31, 2007, a putative class action complaint captioned Lauren C. Hughes and Anthony Pasquarello et al. v. OSI Restaurant Partners, Inc. d/b/a Outback Steakhouse and Does 1 through 10, inclusive, was filed in the United States District Court for the

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Western District of Pennsylvania alleging violations of FACTA on behalf of customers of Outback Steakhouse. FACTA restricts, among other things, the credit and debit card data that may be included on the electronically printed receipts provided to retail customers at the point of sale. Each suit alleges that the defendants violated a provision of FACTA by including more information on the electronically printed credit and debit card receipts provided to customers than is permitted under FACTA. Each complaint seeks monetary damages, including statutory damages, punitive damages, attorneys’ fees and injunctive relief. These lawsuits are among a number of lawsuits with similar allegations that have been filed recently against large retailers and foodservice operators, among others, as a result of the implementation of FACTA, which became fully effective as of December 4, 2006. Subsequent to December 31, 2007, the Company received an order granting the Company’s motion to consolidate the Wells, Sochin, Hughes and Troy cases before a single judge (see Note 20). While the Company intends to vigorously defend against these actions, each of these cases is in the preliminary stages of litigation, and as a result, the ultimate outcome of these cases and their potential financial impact on the Company are not determinable at this time.

Guarantees

The Company guarantees debt owed to banks by some of its franchisees, joint venture partners and unconsolidated affiliates. The maximum amount guaranteed is approximately $81,285,000 with outstanding guaranteed amounts of approximately $78,868,000 at December 31, 2007. The Company would have to perform under the guarantees if the borrowers default under their respective loan agreements. The default would trigger a right for the Company to take over the borrower’s franchise or partnership interest.

Pursuant to the Company’s joint venture agreement for the development of Roy’s restaurants, RY-8, its joint venture partner, has the right to require the Company to purchase up to 25% of RY-8’s interests in the joint venture at any time after June 17, 2004 and up to another 25% (total 50%) of its interests in the joint venture at anytime after June 17, 2009. The purchase price to be paid by the Company would be equal to the fair market value of the joint venture as of the date that RY-8 exercised its put option multiplied by the percentage purchased.

The Company has made interest payments totaling approximately $1,483,000 on behalf of RY-8 during the year ended December 31, 2007 because the joint venture partner’s $24,500,000 line of credit was fully extended. In the future, if RY-8 is unable to fund its working capital needs and interest payments, the Company will be obligated to make those payments on behalf of its joint venture partner.

Insurance

The Company purchased insurance for individual claims that exceed the amounts listed in the following table:

	2007		2006		2005
Workers’ Compensation	$	1,500,000	$	1,000,000	$	1,000,000
General Liability (1)		1,500,000		1,500,000		1,500,000
Health (2)		300,000		300,000		300,000
Property Coverage (3)		5,000,000 / 500,000		7,500,000		5,000,000

(1) For claims arising from liquor liability, there is an additional $1,000,000 deductible until a $2,000,000 aggregate has been met. At that time, any claims arising from liquor liability revert to the general liability deductible.

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(2) The Company is self-insured for all aggregate health benefits claims, limited to $300,000 per covered individual per year. In 2007, the Company retained the first $100,000 of payable losses under the plan as an additional deductible. The insurer’s liability is limited to $2,000,000 per individual per year.

(3) From January 1, 2007 until May 9, 2007, the Company had a 25% quota share participation of any loss excess of $5,000,000 up to $20,000,000 each occurrence and a 50% quota share participation of any loss excess of $20,000,000 up to $50,000,000 each occurrence. As a result of the PRP Sale-Leaseback Transaction, the property program changed. From May 9 to December 31, 2007, the Company had a $5,000,000 deductible per occurrence for all locations other than those included in the PRP Sale-Leaseback Transaction. In accordance with the terms of the market rate master lease agreement, the Company is responsible for paying PRP’s $500,000 deductible for those properties included in the PRP Sale-Leaseback Transaction. The Company no longer quota shares any loss above either deductible level.

The Company records a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost to the Company based on estimates provided by a third party administrator and insurance company. The Company’s accounting policies regarding insurance reserves include certain actuarial assumptions and management judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Unanticipated changes in these factors or future adjustments to these estimates may produce materially different amounts of expense that would be reported under these programs.

In January 2008, the Company entered into a premium financing agreement for its 2008 general liability and property insurance (see Note 20).

18. Related Parties

On April 12, 2007, the Company announced the appointment of a new president of Outback Steakhouse of Florida, Inc., a subsidiary of the Company. This named executive officer has invested $111,000 in eleven Outback Steakhouse restaurants, $176,000 in fourteen Carrabba’s restaurants and $109,000 in ten Bonefish Grill restaurants. He received distributions of $55,000, $51,000, $96,000 and $76,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively, from these ownership interests. Additionally, this officer has made an investment of $108,000 in two franchisees that operate five Bonefish Grill restaurants. He received distributions of $11,000, $9,000, $23,000 and $21,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively, from these franchisees. In June 2007, the Company closed one of the Bonefish Grill restaurants in which this officer had an ownership interest. He received a buyout payment of $9,000 for this closed restaurant.

On June 14, 2007, the Company was acquired by an investor group comprised of the Founders and affiliates of Bain Capital and Catterton for $41.15 per share in cash, payable to all shareholders except the Founders, who instead converted a portion of their equity interest to equity in the Ultimate Parent and received $40.00 per share for their remaining shares. The total purchase price was approximately $3.1 billion.

In connection with the Merger, the Company caused its wholly-owned subsidiaries to sell substantially all of the Company’s domestic restaurant properties to its newly-formed sister company, PRP, for approximately $987,700,000. PRP then leased the properties to Private Restaurant Master Lessee, LLC, the Company’s wholly-owned subsidiary, under a market rate master lease. The market rate master lease is a triple net lease with a 15-year term. The PRP Sale-Leaseback Transaction resulted in operating leases for the Company.

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On June 14, 2007, in connection with the Merger, the Company entered into senior secured credit facilities with a syndicate of institutional lenders and financial institutions. These senior secured credit facilities provide for senior secured financing of up to $1,560,000,000. The obligations under the Company’s senior secured credit facilities are guaranteed by each of its current and future domestic 100% owned restricted subsidiaries in its Outback Steakhouse, Carrabba’s Italian Grill and Cheeseburger in Paradise concepts (the “Guarantors”) and by OSI HoldCo, Inc. (the Company’s direct owner and a wholly-owned subsidiary of the Company’s Ultimate Parent) and, subject to certain conditions, are secured by a perfected security interest in substantially all of the Company’s assets and assets of the Guarantors and OSI HoldCo, Inc., in each case, now owned or later acquired, including a pledge of all of the Company’s capital stock, the capital stock of substantially all of the Company’s domestic wholly-owned subsidiaries and 65% of the capital stock of certain of the Company’s material foreign subsidiaries that are directly owned by the Company, OSI HoldCo, Inc., or a Guarantor.

On June 14, 2007, the Company issued senior notes in an aggregate principal amount of $550,000,000 under an indenture among the Company, as issuer, OSI Co-Issuer, Inc., as co-issuer, Wells Fargo Bank, National Association, as trustee, and the Guarantors. OSI Co-Issuer, Inc. is a wholly-owned subsidiary of OSI Restaurant Partners, LLC and does not conduct ongoing business operations. The notes are initially guaranteed on a senior unsecured basis by each restricted subsidiary that guarantees the senior secured credit facility. The notes are general, unsecured senior obligations of the Company, Co-Issuer and the Guarantors and are equal in right of payment to all existing and future senior indebtedness, including the senior secured credit facility.

Upon completion of the Merger, the Company entered into a financial advisory agreement with certain entities affiliated with Bain Capital and Catterton who received aggregate fees of approximately $30,000,000 for providing services related to the Merger. The Company also entered into a management agreement with Kangaroo Management Company I, LLC (the “Management Company”), whose members are the Founders and entities affiliated with Bain Capital and Catterton. In accordance with the terms of the agreement, the Management Company will provide management services to the Company until the tenth anniversary of the consummation of the Merger, with one-year extensions thereafter until terminated. The Management Company will receive an aggregate annual management fee equal to $9,100,000 and reimbursement for out-of-pocket expenses incurred by it, its members, or their respective affiliates in connection with the provision of services pursuant to the agreement. Management fees of approximately $5,162,000 for the period from June 15 to December 31, 2007 were included in general and administrative expenses in the Company’s Consolidated Statements of Operations. The management agreement and the financial advisory agreement include customary exculpation and indemnification provisions in favor of the Management Company, Bain Capital and Catterton and their respective affiliates. The management agreement and the financial advisory agreement may be terminated, respectively, by the Company, Bain Capital and Catterton at any time and will terminate automatically upon an initial public offering or a change of control unless the Company and the counterparty(s) determine otherwise.

On June 14, 2007, the Company entered into stockholder agreements with the stockholders of the Company’s Ultimate Parent after the Merger. These stockholder agreements contain agreements among the parties with respect to election of directors, participation rights, right of first refusal upon disposition of shares, permitted transferees, registration rights and other actions requiring the approval of stockholders.

Two of the owners of one of the Company’s primary domestic beef suppliers have a greater than 50% combined ownership interest in SEA Restaurants, LLC, the Company’s franchisee of six Outback Steakhouse restaurants in Southeast Asia. However, neither of these individuals has received any distributions related to this ownership interest.

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The Company entered into an agreement in July 2005 to form a limited liability company to develop and operate Blue Coral Seafood and Spirits (“Blue Coral”) restaurants. The limited liability company was 75% owned by the Company’s wholly owned subsidiary, OS USSF, Inc., a Florida corporation, and 25% owned by F-USFC, LLC, which was 95% owned by a minority interest holder in the Company’s Fleming’s Prime Steakhouse and Wine Bar joint venture. On December 19, 2007, the Company entered into an agreement to merge Blue Coral Seafood and Spirits, LLC with and into Outback/Fleming’s, LLC, the joint venture that operates Fleming’s Prime Steakhouse and Wine Bars. This caused the separate existence of Blue Coral Seafood and Spirits, LLC to cease and the surviving entity to continue its existence under the laws of the State of Delaware reflecting the name change to OSI/Fleming’s, LLC. The Company retained an 89.63% interest in OSI/Fleming’s, LLC and a minority interest holder in the Fleming’s Prime Steakhouse and Wine Bar joint venture retained a 7.88% interest. The remaining 2.49% is owned by AWA III Steakhouses, Inc., which is wholly-owned by a member of the Board of Directors and a named executive officer of the Company, through a revocable trust in which he and his wife are the grantors, trustees and sole beneficiaries.

During 2007, this director and officer did not receive any distributions as a result of his ownership interest in OSI/Flemings, LLC nor did he make any capital contributions. He had contributed an aggregate amount of $2,305,000 as of December 31, 2007 for his ownership interest. This director and officer also did not receive any distributions from this ownership interest in 2006 or 2005.

In January 2005, the Company acquired four joint venture Carrabba’s Italian Grill restaurants from limited partnerships. A named executive officer of the Company received approximately $141,000 as a result of his ownership interest in these joint venture restaurants. In addition, in August 2005, this officer assigned to the Company his interests in 17 restaurants operating as either Carrabba’s Italian Grills or Bonefish Grills for an aggregate purchase price of approximately $286,000. He had contributed an aggregate amount of approximately $317,000 for these interests. In October 2006, this officer received approximately $35,000 from the sale of his ownership interest in three joint venture restaurants to the Company. He had contributed an aggregate amount of approximately $60,000 for this interest. This officer has made investments in the aggregate amount of approximately $168,000 in four limited partnerships that continue to own and operate either certain Carrabba’s Italian Grill restaurants or Bonefish Grill restaurants. This officer received distributions from his ownership interests of $11,000, $12,000, $24,000 and $91,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively.

Certain relatives of a member of the Board of Directors have made investments of approximately $66,000 in one unaffiliated limited partnership that owns and operates two Bonefish Grill restaurants as a franchisee of Bonefish. They received distributions from this partnership in the aggregate amount of approximately $11,000, $6,000, $19,000 and $15,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively.

An executive officer of the Company has made investments in the aggregate amount of approximately $1,275,000 in an international franchisee that owns and operates six Outback Steakhouse restaurants in South East Asia. He did not receive distributions from this franchisee in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005. Additionally, this executive officer has made an investment of $17,000 in a franchisee that operates two Bonefish Grill restaurants. He received distributions of approximately $3,000, $1,000, $4,000 and $4,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005 from this franchisee.

A member of the Company’s Board of Directors until June 2007 has been a director on the board of Bank of America Corporation since January 2006. The Company has various corporate banking relationships with Bank

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of America. This bank participated as a lender in the Company’s $225,000,000 revolving credit facility until it was paid off in connection with the Merger, it participated in the financing for the Merger and it is the lender for the $35,000,000 uncollateralized line of credit that the Company guarantees for a limited liability company that is owned by the Company’s California franchisee. In addition, individual restaurant locations have depository relationships with Bank of America in the ordinary course of business.

A sibling of a named executive officer is employed with a subsidiary of the Company as a Vice President of Operations. The sibling receives compensation and benefits consistent with other employees in the same capacity. In addition, the sibling receives distributions that are based on a percentage of a particular restaurant’s annual cash flows by participating in a Management Partnership (on the same basis as other similarly situated employees). He has invested an aggregate amount of $350,000 in 25 limited partnerships that own and operate nine Outback Steakhouse restaurants, 11 Bonefish Grill restaurants and five Carrabba’s Italian Grill restaurants. This sibling received distributions in the aggregate amount of $37,000, $31,000, $52,000 and $13,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively.

During 2001, Mr. Lee Roy Selmon, a member of the Board of Directors until June 2007, invested approximately $101,000 for a 10% interest in the operations of a Company-owned restaurant that bears his name and to which he is making a material image contribution. Under the original terms of the agreement, Mr. Selmon will receive a 1% royalty from all future Lee Roy Selmon’s restaurants developed by the Company. Mr. Selmon received distributions from the Selmon’s partnership in the amount of approximately $55,000, $40,000, $80,000 and $65,000 and royalties in the amount of approximately $75,000, $75,000, $92,000 and $41,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively. Mr. Selmon also serves on the board of directors of Fifth Third Bank, Florida region, which is a division of Fifth Third Bancorp. Some of the Company’s individual restaurant locations have depository relationships with Fifth Third Bancorp.

In October 2007, the Company entered into an agreement in principle to sell the majority of its interest in its Lee Roy Selmon’s concept to an investor group led by Lee Roy Selmon and Peter Barli, President of the concept. The agreement in principle has since expired and closing is subject to further negotiations of terms and the ability of the investor group to obtain financing. As of December 31, 2007, the Company determined that its Selmon’s concept does not meet the assets held for sale criteria defined in SFAS No. 144.

In December 2005, an executive officer of the Company transferred to the Company his limited partnership interests in three Outback Steakhouse restaurants to which he had contributed an aggregate amount of approximately $150,000. He received approximately $162,000 in exchange for these assignments. In August 2006, the Company acquired additional ownership of twenty-six Carrabba’s restaurants. This officer received approximately $56,000 as a result of his ownership interest in one of these joint venture restaurants. He had contributed an aggregate amount of approximately $40,000 for this interest. This officer also has made investments in the aggregate amount of approximately $60,000 in three limited partnerships that continue to own and operate certain Carrabba’s Italian Grill restaurants. This officer received distributions from his ownership interests in the aggregate amount of approximately $3,000, $4,000 and $36,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the year ended December 31, 2005, respectively. This officer did not receive any distributions from his ownership interests in the year ended December 31, 2006.

A sibling of an executive officer is employed with a subsidiary of the Company as a restaurant managing partner. As a qualified managing partner, the sibling was entitled to make investments in Company restaurants, on the same basis as other qualified managing partners, and invested $375,000 in partnerships that own and

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operate two Outback Steakhouse restaurants. This sibling received distributions from these partnerships in the aggregate amount of $81,000, $84,000, $127,000 and $162,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively.

The parents and certain siblings of a member of the Board of Directors made investments in the aggregate amount of approximately $131,000 in three unaffiliated limited partnerships that own and operate three Outback Steakhouse restaurants pursuant to franchise agreements with Outback Steakhouse of Florida, Inc. and received distributions from these partnerships in the aggregate amount of approximately $11,000, $18,000, $29,000 and $29,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively.

A member of the Board of Directors until June 2007, through his wholly-owned corporation, has made investments in the aggregate amount of approximately $331,000 in seven limited partnerships that own and operate certain Carrabba’s Italian Grill restaurants. This director received distributions from these partnerships in the aggregate amount of approximately $14,000, $36,000, $35,000 and $42,000 in the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively. The Board had determined that these investments were not material and this former director satisfied the requirements to be considered “independent” as defined in the applicable listing standards of the New York Stock Exchange prior to the Merger.

Prior to June 14, 2007, the Company was a party to a Stock Redemption Agreement (each an “Agreement”) with each of the three Founders. Under the terms of each Agreement, following the Founder’s death, the personal representative of the Founder had the right to require the Company to purchase the Company’s common stock beneficially owned by the Founder at the date of death, for a per share price equal to the mean (rounded to the nearest one-tenth of one cent) of the last sale price of the Company’s common stock as quoted on the New York Stock Exchange or the principal exchange on which the Company’s common stock was traded for 30 consecutive trading days ending on the business day before the Founder’s death. If, however, the Founder’s death resulted (i) from an illness that was diagnosed or an accident that occurred within one year of the Founder’s death and (ii) the accident or illness was publicly disclosed, then the per share purchase price would have been equal to the mean (rounded to the nearest one-tenth of one cent) of the last sale price of the Company’s common stock as quoted on the New York Stock Exchange or the principal exchange on which the Company’s common stock was traded for 30 consecutive trading days ending on the business day before the date of public disclosure of the accident or illness. The maximum dollar amount of common stock that the Company was obligated to purchase from the estate of the Founder was $30,000,000. The Company’s obligation to purchase common stock beneficially owned by the Founder was funded by an insurance policy on the life of the Founder owned by the Company providing a death benefit of $30,000,000 per Founder. The Agreements were in place until June 14, 2007.

19. Segment Reporting

The Company operates casual dining restaurants under eight brands that have similar economic characteristics, nature of products and services, class of customer and distribution methods, and the Company believes it meets the criteria for aggregating its operating segments, which are the eight brands, into a single reporting segment under paragraph 17 of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” (“SFAS No. 131”). Approximately 8%, 8%, 8% and 7% of the Company’s total revenues for the period from January 1 to June 14, 2007, the period from June 15 to December 31, 2007 and the years ended December 31, 2006 and 2005, respectively, were attributable to operations in foreign countries, and approximately 5% and 9% of the Company’s total long-lived assets were located in foreign countries where the Company holds assets as of December 31, 2007 and 2006, respectively.

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20. Subsequent Events

Currently, the Company is marketing the sale of its Roy’s concept. As of December 31, 2007, the Company determined that its Roy’s concept does not meet the assets held for sale criteria defined in SFAS No. 144.

On October 26, 2007, the Board of Directors of KHI approved the grant of 34,168 stock options to a key employee under the Equity Plan. These stock options vest 20% annually over five years beginning on the effective date of the grant, January 2, 2008, and have an exercise price of $10.00. On February 11, 2008, the Board of Directors of KHI approved a grant of 65,000 stock options to two executive officers under the Equity Plan. These stock options vest 20% annually over five years beginning January 1, 2008 and have an exercise price of $10.00.

In January 2008, the Company entered into a premium financing agreement for its 2008 general liability and property insurance. The agreement’s total premium balance is $3,729,000, payable in eleven monthly installments of $319,000 and one down payment of $319,000. The agreement includes interest at the rate of 5.75% per year.

Effective January 9, 2008, the Company amended one of its letters of credit to increase its amount by $3,500,000. As a result, $53,040,000 of the working capital revolving credit facility is not available for borrowing as (i) $28,540,000 of the credit facility is committed for the issuance of letters of credit as required by insurance companies that underwrite the Company’s workers’ compensation insurance and also, where required, for construction of new restaurants and (ii) $24,500,000 of the credit facility is committed for the issuance of a letter of credit for the Company’s guarantee of an uncollateralized line of credit for its joint venture partner, RY-8, in the development of Roy’s restaurants (see Note 10).

On February 20, 2008, the Company received an order granting the Company’s motion to consolidate the Wells, Sochin, Hughes and Troy FACTA cases before a single judge. These four cases are now deemed consolidated for all pre-trial purposes (see Note 17).

On February 21, 2008, a purported class action complaint captioned Ervin, et al. v. OS Restaurant Services, Inc. was filed in the U.S. District Court, Northern District of Illinois (Case No.: 08-C-1091). This lawsuit alleges violations of state and federal wage and hour law in connection with tipped employees and overtime compensation and seeks relief in the form of unspecified back pay and attorney fees. It alleges a class action under state law and a collective action under federal law. While the Company intends to vigorously defend itself, it is not possible at this time to reasonably estimate the possible loss or range of loss, if any.

In March 2008, the Company purchased ownership interests in eighteen Outback Steakhouse restaurants and ownership interests in its Outback Steakhouse catering operations from one of its area operating partners for $3,615,000. The Company’s Ultimate Parent also purchased this partner’s common shares in KHI for $300,000.

A subsidiary of the Company received a notice of proposed assessment of employment taxes in March 2008 from the Internal Revenue Service (“IRS”) for calendar years 2004 through 2006. The IRS asserts that certain cash distributions paid to the Company’s general manager partners, chef partners, and area operating partners who hold partnership interests in limited partnerships with Company affiliates, should have been treated as wages and subjected to employment taxes. The Company believes that it has complied and continues to comply with the law pertaining to the proper federal tax treatment of partner distributions. The Company intends to file a protest of the proposed employment tax assessment. Because the Company is at a preliminary stage of the administrative process for resolving disputes with the IRS, it cannot, at this time, reasonably estimate the amount, if any, of

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additional employment taxes or other interest, penalties or additions to tax that would ultimately be assessed at the conclusion of this process. If the IRS examiner’s position were to be sustained, the additional employment taxes and other amounts that would be assessed would be material.

On April 4, 2008, the sale of land in Las Vegas, Nevada closed for $9,800,000, and as additional consideration, the purchaser is obligated to transfer and convey title for an approximately 8,000 square foot condominium unit in the completed condominium tower for the Company to utilize as a future full-service restaurant. Conveyance of title must be no later than September 9, 2012, subject to extensions, and both parties must agree to the plans and specifications of the restaurant unit by September 9, 2010. If title does not transfer or both parties do not agree to the plans and specifications per the terms of the contract, then the Company will receive an additional $4,000,000 from the purchaser.

In April 2008, the Company funded its capital expenditure account with $90,018,000 for the year ended December 31, 2007 using its “annual true cash flow” in order to maintain the required deposit amount in accordance with the terms of the credit agreement (see Note 10).

The following tables present selected unaudited quarterly financial data for the periods ending as indicated (in thousands):

	SUCCESSOR									PREDECESSOR
	DECEMBER 31, 2007			SEPTEMBER 30, 2007			JUNE 15 to JUNE 30, 2007			APRIL 1 to JUNE 14, 2007			MARCH 31, 2007
Revenues	$	1,033,954		$	1,006,572		$	199,498		$	860,021		$	1,066,616
(Loss) income from operations (1)		(8,361	)		9,810			6,221			(23,369	)		45,510
(Loss) income before (benefit) provision for income taxes and minority interest in consolidated entities’ income (1)		(54,218	)		(31,536	)		(573	)		(25,517	)		43,007
Net (loss) income (1)		(24,826	)		(15,369	)		140			(10,149	)		27,610

	PREDECESSOR
	DECEMBER 31, 2006		SEPTEMBER 30, 2006		JUNE 30, 2006		MARCH 31, 2006
Revenues	$	1,005,938	$	950,636	$	992,025	$	992,360
Income from operations (1)		33,711		26,372		37,809		54,725
Income before provision for income taxes and minority interest in consolidated entities’ income (1)		32,334		23,263		40,567		52,583
Net income (1)		21,829		17,268		28,832		32,231

(1) Includes $5,296,000, $3,234,000, $764,000, $2,456,000 and $18,546,000 in provisions for impaired assets and restaurant closings in the first quarter of 2007, the period from April 1 to June 14, 2007, the period from June 15 to June 30, 2007, the third quarter of 2007 and the fourth quarter of 2007, respectively. Includes $2,532,000, $502,000, $10,513,000 and $607,000 in provisions for impaired assets and restaurant closings in the first, second, third and fourth quarters of 2006, respectively.

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OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

Offer to Exchange

$550,000,000 principal amount of its 10% Senior Notes due 2015, which have been registered under the Securities Act of 1933, for any and all of its outstanding 10% Senior Notes due 2015.

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Registrants Incorporated or Organized Under the Laws of Delaware

Delaware corporations

The following registrants are corporations incorporated under the laws of the State of Delaware (collectively, the “Delaware Corporations”): OSI Co-Issuer, Inc., OS Capital, Inc., OS Mortgage Holdings, Inc., and OS Restaurant Services, Inc.

Section 145(a) of the DGCL authorizes a Delaware corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) further authorizes a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the director’s fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

Neither the bylaws or articles of incorporation of OS Restaurant Services, Inc. contain provisions regarding the indemnification of directors and officers. The articles of incorporation of OSI Co-Issuer, Inc. provide that the

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corporation shall indemnify and upon request advance expenses to any current or former director or officer of OSI Co-Issuer, Inc., or any person who may have served at its request as a director or officer of another corporation, against any liability and expense (including attorney’s fees) incurred in connection with any proceeding, whether civil, criminal, administrative or investigative, to the fullest extent permitted by law.

The bylaws and articles of incorporation of OS Capital, Inc. provide that the corporation shall indemnify any of its current or former directors or officers, or any person who may have served at its request as a director or officer of another corporation, against any liability and expense (including counsel fees) incurred in connection with any proceeding, whether criminal, civil, administrative or investigative, to the extent permitted by law. OS Capital, Inc. shall also advance reasonable expenses to such parties to the extent incurred in connection with the proceedings. Finally, OS Capital, Inc. may, but shall not be required to, supplement the rights of indemnification and advancement of expenses by purchasing insurance on behalf of such persons, grant right to indemnification, and advance related expenses to such persons.

The bylaws of OS Mortgage Holdings, Inc. provide that the corporation shall indemnify any of its current or former directors or officers, or any person who may have served at its request as a director or officer of another corporation, against any liability and expense (including counsel fees) incurred in connection with any proceeding, whether criminal, civil, administrative or investigative, to the extent permitted by law. OS Mortgage Holdings, Inc. may also advance reasonable expenses to such parties to the extent incurred in connection with the proceedings. Finally, OS Mortgage Holdings, Inc. may, but shall not be required to, supplement the rights of indemnification and advancement of expenses by purchasing insurance on behalf of such persons, entering into individual or group indemnification agreements, and advancing related expenses to such persons.

Delaware limited liability companies

The following registrants are limited liability companies organized under the laws of the State of Delaware (collectively, the “Delaware LLCs”): OSI Restaurant Partners, LLC, Carrabba’s Designated Partner, LLC, Carrabba’s Kansas Designated Partner, LLC, Carrabba’s Midwest Designated Partner, LLC, Cheeseburger Designated Partner, LLC, Cheeseburger in Paradise, LLC, Cheeseburger Kansas Designated Partner, LLC, Outback Catering Designated Partner, LLC, Outback Designated Partner, LLC, Outback International Designated Partner, LLC, Outback Kansas Designated Partner, LLC, Outback Sports, LLC, and Private Restaurant Master Lessee, LLC.

Section 18-108 of the Delaware Limited Liability Company Act, provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement.

The limited liability company agreement for OSI Restaurant Partners, LLC provides that the company shall indemnify, defend, and hold harmless any director officer, partner, stockholder, controlling person or employee, each member of its board of managers and any person serving at its request from any liability, loss or damage incurred by the indemnified party, including reasonable attorneys’ fees and costs and any amounts expended in the settlement of any such claims of liability, loss or damage. OSI Restaurant Partners, LLC may enter into an agreement with any of its officers, employees, consultants, counsel and agents, any member of the board of managers or its member, to implement such indemnities, consistent with applicable law.

The certificates of formation and operating agreements for the Florida LLC entities, Carrabba’s Designated Partner, LLC, Carrabba’s Kansas Designated Partner, LLC, Carrabba’s Midwest Designated Partner, LLC, Cheeseburger Designated Partner, LLC, Cheeseburger Kansas Designated Partner, LLC, Outback Catering Designated Partner, LLC, Outback Designated Partner, LLC, Outback International Designated Partner, LLC, Outback Kansas Designated Partner, LLC, and Private Restaurant Master Lessee, LLC, do not contain provisions regarding the indemnification of directors and officers or limitations on the liability of directors and officers.

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The operating agreement for Outback Sports, LLC states that the company shall indemnify any authorized representative of the company, which includes directors, officers and employees, against, and hold them harmless from all loss, liability, claim, cost, damage, judgment, settlement payment or expense, including reasonable attorneys’ fees and court costs. Outback Sports, LLC may advance funds to the authorized representative for legal expenses and other costs incurred, and may also purchase insurance on behalf of any director, officer or employee.

The operating agreement of Cheeseburger in Paradise, LLC requires, to the fullest extent of the law, the indemnification of its member’s officers, directors and employees from any liability, loss or damage including reasonable attorney’s fees and costs and any amounts expended in the settlement of any such claims.

Registrants Incorporated or Organized Under the Laws of Alabama

The following registrant is a corporation incorporated under the laws of the State of Alabama: Outback Alabama, Inc.

Section 10-2B-8.51 of the Alabama Business Corporation Act provides that a corporation may indemnify an individual who is made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) the individual conducted himself or herself in good faith; and (2) the individual reasonably believed: (i) in the case of conduct in his or her official capacity with the corporation, that the conduct was in the corporation’s best interest; and (ii) in all other cases, that the conduct was at least not opposed to the corporation’s best interests; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful. A corporation may not indemnify a director: (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (ii) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her. Indemnification is mandatory for an officer or director who was successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, issue or matter, against reasonable expenses incurred in connection therewith. The indemnification provisions of the Alabama Business Corporation Act are not exclusive and are deemed to be in addition to any provisions which may be contained in a corporation’s articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise.

The bylaws of Outback Alabama, Inc. provide that the corporation shall indemnify any current or former director or officer of Outback Alabama, Inc., or any person who may have served at its request as a director or officer of another corporation, against any liability and expense (including counsel fees) incurred in connection with any proceeding, whether civil, criminal, administrative or investigative, to the fullest extent permitted by law. Outback Alabama, Inc. shall also advance reasonable expenses to such parties to the extent incurred in connection with the proceedings. Finally, Outback Alabama, Inc. may, but shall not be required to, supplement the rights of indemnification and advancement of expenses by purchasing insurance on behalf of any one or more of such persons, entering into individual or group indemnification agreements with any one or more of such persons, and advancing related expenses to such a person.

The Company has purchased and maintains insurance on behalf of any person who is or was a director, officer, employee or agent of Outback Alabama, Inc., and any person serving at its request in such capacity for any other entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, to the fullest extent permitted by law.

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Registrants Incorporated or Organized Under the Laws of Florida

Florida corporations

The following registrants are corporations incorporated under the laws of the State of Florida (collectively, the “Florida Corporations”): OS Asset, Inc., OS Management, Inc., and Outback Catering, Inc.

Section 607.0850(1) of the Florida Business Corporation Act (other section references under this sub-heading below also refer to this statute) provides that a corporation shall have the power to indemnify any person who was or is a party to any proceeding (proceeding other than a derivative law suit), by reason of the fact that he is or was a director, officer or employee or agent of the corporation, or serving in such a capacity for another business enterprise at the request of the corporation, against liability incurred in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 607.0850(2) also provides that a corporation shall have the power to indemnify any person, who was or is a party to any proceeding by, or in the right of, the corporation (i.e., a derivative law suit) to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or serving in such capacity for another business enterprise at the request of the corporation, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. However, no indemnification shall be made under this provision in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 607.0850(3) provides that to the extent that any such director, officer, employee or agent has been successful on the merits or otherwise in defense of any of the foregoing proceedings, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith. This provision is mandatory and applies irrespective of anything in the articles or the bylaws to the contrary.

Under Section 607.0850(4), any indemnification under the foregoing provisions, unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper under the circumstances because he has met the applicable standard of conduct. Notwithstanding the failure of a corporation to provide such indemnification, and despite any contrary determination by the corporation in a specific case, a director, officer, employee or agent of the corporation who is or was a party to a proceeding may apply for indemnification to the appropriate court and such court may order indemnification if it determines that such person is entitled to indemnification under the applicable standard.

Section 607.0850(7) provides that the indemnification and advancement of expenses pursuant to Section 607.0850 are not exclusive and that the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, this statutory section provides that indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer,

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employee, or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (b) a transaction from which the director, officer, employee, or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 (relating to unlawful distributions to shareholders) are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

Section 607.0850(12) also provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or on behalf of another business enterprise at the request of the corporation, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of Section 607.0850.

Neither the bylaws or articles of incorporation of OS Asset, Inc. contain provisions regarding the indemnification of directors and officers or limitations on the liability of directors and officers. The articles of incorporation of both OS Management, Inc., and Outback Catering, Inc. provide that each company shall indemnify and hold harmless all of its current and former officers and directors against all liabilities and obligations, including attorneys’ fees, in connection with any action taken in their capacity as officers and directors, except to the extent caused by willful misconduct or gross negligence.

Florida limited liability companies

The following registrants are organized as limited liability companies under the laws of the State of Florida (collectively, the “Florida LLCs”): Carrabba’s Italian Grill, LLC, Carrabba’s of Baton Rouge, LLC, Carrabba’s Shreveport, LLC, OS Developers, LLC, OS Realty, LLC, OS Speedway, LLC, OS Tropical, LLC, OSI International, LLC, Outback Steakhouse International, LLC, Outback Steakhouse of Florida, LLC, Carrabba’s Italian Market, LLC and OSI Gift Card Services, LLC.

Section 608.4229 of the Florida Limited Liability Company Act (the other section reference under this sub-heading below also refers to this statute) provides that, subject to such standards and restrictions set forth in its articles of organization or operating agreement, a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding that provision, indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee, or agent were material to the cause of action so adjudicated and constitute any of the following: (a) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (b) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (c) in the case of a manager or managing member, a circumstance under which the liability provisions of Section 608.426 (relating to improper distributions to members) are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

The operating agreements of the Florida LLCs allow, to the fullest extent of the law, for the indemnification of each Member, such Member’s officers, directors and employees and the employees from any liability, loss or damage incurred by reason of any act performed or omitted to be performed by such person in connection with the business of such Florida LLC and from liabilities or obligations of such Florida LLC imposed on such person by virtue of such person’s position with such Florida LLC, including reasonable attorney’s fees and costs and any amounts expended in the settlement of any such claims of liability, loss or damage.

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damage incurred by reason of any act performed or omitted to be performed by such person in connection with the business of such Florida LLC and from liabilities or obligations of such Florida LLC imposed on such person by virtue of such person’s position with such Florida LLC, including reasonable attorney’s fees and costs and any amounts expended in the settlement of any such claims of liability, loss or damage.

Florida partnerships

The following registrants are organized as partnerships under the laws of the State of Florida (collectively, the “Florida Partnerships”): OSF/CIGI of Evesham Partnership and Outback/Carrabba’s Partnership.

Section 620.8401(3) of the Revised Uniform Partnership Act of 1995 (other section references under this sub-heading below also refer to this statute) provides that a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership for the preservation of its business or property. Section 620.8405(2) provides that a partner may maintain an action against the partnership or other partners to enforce its rights under Section 620.8401.

Section 620.8103 provides that the partnership agreement among the partners governs relations among partners and between the partners and the partnership (subject to certain limitations or “nonwaivable” requirements described in such section). The statutory provisions govern such relations to the extent that the partnership agreement does not otherwise provide. Such nonwaivable requirements include the partner’s duties of loyalty and care to the partnership and other partners and the partner’s obligations of fair dealing and good faith, which could be enforced by the partnership and other partners pursuant to Section 620.8405.

The implication of the foregoing provisions is that a partner’s expense reimbursement and indemnification rights would (a) not apply to conduct outside the ordinary course of business unless for the preservation of the partnership’s business or property or unless the consent of all partners was procured as provided in Section 620.8401(10), and (b) be subject to limitations (or set off) in the event the conduct with respect to which the reimbursement or indemnification request involves a breach of such partner’s duties of care and loyalty or its obligations of fair dealing and good faith.

The foregoing statutory provisions would apply only to the extent such matters are not otherwise governed by the partnership agreement, subject to the nonwaivable requirements described in Section 620.8103. The partnership agreements of the Florida Partnerships do not contain provisions regarding the indemnification of directors and officers or limitations on the liability of directors and officers.

Florida limited partnerships

The following registrants are organized as limited partnerships under the laws of the State of Florida (collectively, the “Florida LPs”): A La Carte Event Pavilion, Ltd., Carrabba’s/Arizona-I, Limited Partnership, Carrabba’s/Birchwood, Limited Partnership, Carrabba’s/Bobby Pasta, Limited Partnership, Carrabba’s/Broken

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Arrow, Limited Partnership, Carrabba’s/Canton, Limited Partnership, Carrabba’s/Carolina-I, Limited Partnership, Carrabba’s/Central Florida-I, Limited Partnership, Carrabba’s/Chicago, Limited Partnership, Carrabba’s/Colorado-I, Limited Partnership, Carrabba’s/Crestview Hills, Limited Partnership, Carrabba’s/Dallas-I, Limited Partnership, Carrabba’s/DC-I, Limited Partnership, Carrabba’s/First Coast, Limited Partnership, Carrabba’s/Great Lakes-I, Limited Partnership, Carrabba’s/Gulf Coast-I, Limited Partnership, Carrabba’s/Heartland-I, Limited Partnership, Carrabba’s/Mid Atlantic-I, Limited Partnership, Carrabba’s/Mid East, Limited Partnership, Carrabba’s/New England, Limited Partnership, Carrabba’s/Ohio, Limited Partnership, Carrabba’s/Outback, Limited Partnership, Carrabba’s/Pensacola, Limited Partnership, Carrabba’s/Second Coast, Limited Partnership, Carrabba’s/South Florida-I, Limited Partnership, Carrabba’s/South Texas-I, Limited Partnership, Carrabba’s/Sun Coast, Limited Partnership, Carrabba’s/Texas, Limited Partnership, Carrabba’s/Tri State-I, Limited Partnership, Carrabba’s/Tropical Coast, Limited Partnership, Carrabba’s/Virginia, Limited Partnership, Carrabba’s/West Florida-I, Limited Partnership, Carrabba’s/Z Team Two-I, Limited Partnership, Carrabba’s/Z Team-I, Limited Partnership, Cheeseburger-Buckeye, Limited Partnership, Cheeseburger-Downer’s Grove, Limited Partnership, Cheeseburger-Illinois, Limited Partnership, Cheeseburger-Maryland, Limited Partnership, Cheeseburger-Michigan, Limited Partnership, Cheeseburger-Nebraska, Limited Partnership, Cheeseburger-Northern New Jersey, Limited Partnership, Cheeseburger-Northern Virginia, Limited Partnership, Cheeseburger-Ohio, Limited Partnership, Cheeseburger-South Carolina, Limited Partnership, Cheeseburger-South Eastern Pennsylvania, Limited Partnership, Cheeseburger-South Florida, Limited Partnership, Cheeseburger-Southern NY, Limited Partnership, Cheeseburger-West Nyack, Limited Partnership, Cheeseburger-Wisconsin, Limited Partnership, Outback Catering Company, Limited Partnership, Outback Catering Company-II, Limited Partnership, Outback Catering of Pittsburgh, Ltd., Outback Steakhouse of Central Florida, Ltd., Outback Steakhouse of Central Florida-II, Ltd., Outback Steakhouse of Indianapolis, Ltd., Outback Steakhouse of Kentucky, Ltd., Outback Steakhouse of South Florida, Ltd., Outback Steakhouse of Washington, D.C., Ltd., Outback Steakhouse-NYC, Ltd., Outback/Alabama-I, Limited Partnership, Outback/Alabama-II, Limited Partnership, Outback/Bayou-I, Limited Partnership, Outback/Bayou-II, Limited Partnership, Outback/Billings, Limited Partnership, Outback/Bluegrass-I, Limited Partnership, Outback/Bluegrass-II, Limited Partnership, Outback/Buckeye-I, Limited Partnership, Outback/Buckeye-II, Limited Partnership, Outback/Central Mass, Limited Partnership, Outback/Charlotte-I, Limited Partnership, Outback/Chicago-I, Limited Partnership, Outback/Cleveland-I, Limited Partnership, Outback/Cleveland-II, Limited Partnership, Outback/DC, Limited Partnership, Outback/Denver-I, Limited Partnership, Outback/Detroit-I, Limited Partnership, Outback/East Michigan, Limited Partnership, Outback/Empire-I, Limited Partnership, Outback/Hawaii-I, Limited Partnership, Outback/Heartland-I, Limited Partnership, Outback/Heartland-II, Limited Partnership, Outback/Indianapolis-II, Limited Partnership, Outback/Metropolis-I, Limited Partnership, Outback/Mid Atlantic-I, Limited Partnership, Outback/Midwest-I, Limited Partnership, Outback/Midwest-II, Limited Partnership, Outback/Missouri-I, Limited Partnership, Outback/Missouri-II, Limited Partnership, Outback/Nevada-I, Limited Partnership, Outback/Nevada-II, Limited Partnership, Outback/New England-I, Limited Partnership, Outback/New England-II, Limited Partnership, Outback/New York, Limited Partnership, Outback/North Florida-I, Limited Partnership, Outback/North Florida-II, Limited Partnership, Outback/Phoenix-I, Limited Partnership, Outback/Phoenix-II, Limited Partnership, Outback/Shenandoah-I, Limited Partnership, Outback/Shenandoah-II, Limited Partnership, Outback/South Florida-II, Limited Partnership, Outback/Southwest Georgia, Limited Partnership, Outback/Stone-II, Limited Partnership, Outback/Utah-I, Limited Partnership, Outback/Virginia, Limited Partnership, Outback/West Florida-I, Limited Partnership, Outback/West Florida-II, Limited Partnership and Outback/West Penn, Limited Partnership.

Section 620.1406(6) of the Florida Revised Uniform Limited Partnership Act of 2005 (other section references under this sub-heading below also refer to this statute) provides that a limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of the partnership’s activities or property if such payments were made or such liabilities were incurred in good faith and either in the furtherance of the limited partnership’s purposes or the ordinary scope of its activities.

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Section 620.2001 provides that a partner may maintain an action against the limited partnership or other partners to enforce its rights under the partnership agreement or the limited partnership statute.

Section 620.1110 provides that the partnership agreement among the partners governs relations among partners and between the partners and the limited partnership (subject to certain limitations or “nonwaivable” requirements described in such section). The limited partnership statutory provisions govern such relations to the extent that the partnership agreement does not otherwise provide. Such nonwaivable requirements include the partner’s duties of loyalty and care to the partnership and other partners and the partner’s obligations of fair dealing and good faith, which could be enforced by the partnership and other partners pursuant to Sections 620.2001 (direct actions) and 620.2002 (derivative actions).

The implication of the foregoing provisions is that a general partner’s expense reimbursement and indemnification rights would (a) not apply to conduct outside the ordinary course of business unless for the preservation of the partnership’s activities or property or unless the consent of the requisite number of other general partners was procured as provided in Section 620.1406, and (b) be subject to limitations (or set off) in the event the conduct with respect to which the reimbursement or indemnification request involves a breach of such partner’s duties of care and loyalty or its obligations of fair dealing and good faith.

The foregoing statutory provisions would only apply to the extent such matters are not otherwise governed by the partnership agreement, subject to the nonwaivable requirements described in Section 620.1110. The limited partnership agreements of each of the Florida LPs provide that no directors and officers of the general partner of such Florida LP will have any liability to such Florida LP for any acts taken or not taken in connection with the business or affairs of such Florida LP, except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In addition, each Florida LP shall indemnify the directors and officers of its general partner, solely out of the assets of such Florida LP and not its general partner, for any liabilities arising out of any claims brought in connection with the business or affairs of such Florida LP, provided the conduct of such officer or director was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of such Florida LP and did not constitute intentional misconduct or gross negligence. In certain circumstances, costs and legal fees may be advanced to such officers and directors.

Registrants Incorporated or Organized Under the Laws of Georgia

Georgia limited partnerships

The following registrants are limited partnerships organized under the laws of the State of Georgia (collectively, the “Georgia LPs”): Carrabba’s/Georgia-I, Limited Partnership, Outback Steakhouse International, L.P., Outback Steakhouse of North Georgia-I, L.P., Outback Steakhouse of North Georgia-II, L.P., Outback Steakhouse of South Georgia-I, L.P. and Outback Steakhouse of South Georgia-II, L.P.

Section 14-9-108 of the Georgia Revised Uniform Limited Partnership Act provides that, subject to any limitations expressly set forth in the partnership agreement, a limited partnership may indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, provided that the partnership shall not indemnify any person for intentional misconduct or a knowing violation of law or for any transaction for which the person received a personal benefit in violation or breach of any provision of the partnership agreement. To the extent that, at law or in equity, a partner has duties to a limited partnership or another partner (including fiduciary duties and liabilities), then the partner’s duties and liabilities may be expanded, restricted, or eliminated by provisions in the partnership agreement; provided, however, that no such provision shall eliminate or limit the liability of a partner for intentional misconduct or a knowing violation of law or for any transaction for which the partner received a personal benefit in violation or breach of any

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provision of the partnership agreement. In addition, the partner shall have no liability to the limited partnership or to any other partner for his or her good faith reliance on the provisions of the partnership agreement, including, without limitation, provisions that relate to the scope of duties (including fiduciary duties) of partners.

The limited partnership agreements of each of the Georgia LPs provide that no directors and officers of the general partner of such Georgia LP will have any liability to such Georgia LP for any acts taken or not taken in connection with the business or affairs of such Georgia LP, except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In addition, each Georgia LP shall indemnify the directors and officers of its general partner, solely out of the assets of such Georgia LP and not its general partner, for any liabilities arising out of any claims brought in connection with the business or affairs of such Georgia LP, provided the conduct of such officer or director was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of such Georgia LP and did not constitute intentional misconduct or gross negligence. In certain circumstances, costs and legal fees may be advanced to such officers and directors.

Registrants Incorporated or Organized Under the Laws of Kansas

Kansas corporations

The following registrants are corporations incorporated under the laws of the State of Kansas (collectively, the “Kansas Corporations”): Carrabba’s Kansas, Inc., Carrabba’s Midwest, Inc., Cheeseburger in Paradise of Kansas, Inc. and Heartland Outback, Inc.

Section 17-6305 of the Kansas General Corporation Law provides that a Kansas corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement in connection with such action, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Notwithstanding the preceding sentence, no indemnification is permitted in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, unless otherwise determined by the court in which such proceeding is pending.

The bylaws of Carrabba’s Kansas, Inc. and Cheeseburger in Paradise of Kansas, Inc. provide that each corporation shall indemnify any current or former director or officer of such corporation, or any person who may have served at its request as a director or officer of another corporation, against any liability and expense (including counsel fees) incurred in connection with any proceeding, whether criminal, civil, administrative or investigative, to the extent permitted by law. Each corporation may also advance reasonable expenses to such parties to the extent incurred in connection with the proceedings. Finally, each corporation may, but shall not be required to, supplement the rights of indemnification and advancement of expenses by purchasing insurance on behalf of any one or more of such persons, entering into individual or group indemnification agreements with any one or more of such persons, and advancing related expenses to such a person.

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The bylaws of Carrabba’s Midwest, Inc. (“CM”) provide that no directors and officers of CM will have any liability to such Florida LP for any acts taken or not taken in connection with the business or affairs of CM, so long as such person exercised the same degree of care and skill as a prudent person would have exercised under the circumstances in the conduct of his or her own affairs or such person acted upon the advice of counsel or in reliance upon information such person had no reasonable grounds to disbelieve. In addition, CM may indemnify and advance expenses to, and purchase insurance on behalf of (even if they don’t have the power to indemnify) any current or former director or officer, or any person who may have served at its request as a director or officer of another corporation, to extent permitted by the laws of the State of Kansas.

The articles of incorporation of Heartland Outback, Inc. allow the corporation to, unless prohibited by law, hold harmless and indemnify any current or former director or officer, or a person serving as an director, officer, employee, or agent of another entity at the request of such corporation, against all expenses paid or incurred in connection with, arising out of, or resulting from any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether brought by or in the right of such corporation or otherwise, in which such person may be involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he or she is or was a director or officer, provided such person’s conduct is not finally adjudged to constitute knowing fraud, deliberate dishonesty, or willful misconduct. Expenses shall include, but are not to be limited to, all liabilities, cost, attorneys’ fees and disbursements, amounts of judgments, fines or penalties against, and amounts paid in settlement by, such person. The right to indemnification shall also include the right to be paid by such corporation the expenses incurred in defending any civil or criminal action, suit, or proceeding in advance of its final disposition upon receipt by such corporation of an undertaking by or on behalf of such officer or director to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by such corporation as provided in this Article.

Kansas limited partnerships

The following registrants are limited partnerships organized under the laws of the State of Kansas (collectively, the “Kansas LPs”): Carrabba’s/Kansas Two-I, Limited Partnership, Carrabba’s/Kansas-I, Limited Partnership, Carrabba’s/Midwest-I, Limited Partnership, Cheeseburger-Kansas, Limited Partnership, Heartland Outback-I, Limited Partnership and Heartland Outback-II, Limited Partnership.

Section 56a-401of the Kansas Uniform Partnership Act provides that a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

The limited partnership agreements of each of the Kansas LPs provide that no directors and officers of the general partner of such Kansas LP will have any liability to such Kansas LP for any acts taken or not taken in connection with the business or affairs of such Kansas LP, except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In addition, each Kansas LP shall indemnify the directors and officers of its general partner, solely out of the assets of such Kansas LP and not its general partner, for any liabilities arising out of any claims brought in connection with the business or affairs of such Kansas LP, provided the conduct of such officer or director was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of such Kansas LP and did not constitute intentional misconduct or gross negligence. In certain circumstances, costs and legal fees may be advanced to such officers and directors.

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Registrants Incorporated or Organized Under the Laws of Maryland

Maryland corporations

The following registrants are corporations incorporated under the laws of the State of Maryland (collectively, the “Maryland Corporations”): Frederick Outback, Inc., Outback of Waldorf, Inc, Outback of Aspen Hills, Inc. and Outback of Germantown, Inc.

The Maryland General Corporation Law (“MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment as being material to the cause of action.

The MGCL requires a corporation to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation. In addition, the MGCL requires a corporation, as a condition to advancing expenses, to obtain (1) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation as authorized by the bylaws and (2) a written statement by or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.

Neither the bylaws or articles of incorporation of Frederick Outback, Inc. contain provisions regarding the indemnification of directors and officers or limitations on the liability of directors and officers. The articles of incorporation of Outback of Waldorf, Inc. provide that no officer shall be liable to the company or its stockholders for any money damages except to the extent it can be proved that such officer actually received an improper benefit or profit or to the extent a final judgment determines such officer action or failure to act was both material to the action and the result of active and deliberate dishonesty or intentionally wrongful, willful or malicious. The articles of incorporation for both Outback of Aspen Hills, Inc. and Outback of Germantown, Inc. provide that the present and former directors and officers of such entity shall be indemnified to the fullest extent of the laws of the state of Maryland.

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Maryland limited liability companies

The following registrant is organized as limited liability companies under the laws of the State of Maryland: Carrabba’s of Bowie, LLC.

Section 4A-203 of the Maryland Limited Liability Company Act provides that a limited liability company has the general power to indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement.

The operating agreement of Carrabba’s of Bowie, LLC does not contain provisions regarding the indemnification of directors and officers or limitations on the liability of directors and officers.

Registrants Incorporated or Organized Under the Laws of New Mexico

The following registrant is a corporation incorporated under the laws of the State of New Mexico: Outback & Carrabba’s of New Mexico, Inc.

Section 53-11-4.1 of the New Mexico Business Corporation Act empowers a corporation to indemnify any officer or director against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, if (1) the person acted in good faith; (2) the person reasonably believed: (a) in the case of conduct in the person’s official capacity with the corporation, that the person’s conduct was in the best interest of the corporation, and (b) in all other cases, the person’s conduct was at least not opposed to the corporation’s best interest; and (3) in the case of any criminal proceeding, the person had no reasonable cause to believe that his conduct was unlawful. Such section empowers a corporation to maintain insurance or furnish similar protection on behalf of any officer of director against any liability asserted against the person in such capacity whether or not the corporation would have the power to indemnify the person against such liability under the provisions described above. The indemnification provisions described above are not exclusive of any other rights to which an officer of director may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.

The bylaws of Outback & Carrabba’s of New Mexico, Inc. provide for indemnification of the current and former officers and directors to the extent and by the procedure allowed by the New Mexico Business Corporation Act.

Registrants Incorporated or Organized Under the Laws of Texas

Texas corporations

The following registrants are corporations incorporated under the laws of the State of Texas (collectively, the “Texas Corporations”): CIGI Beverages of Texas, Inc., CIGI Holdings, Inc., OBTex Holdings, Inc. and Outback Beverages of Texas, Inc.

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Article 2.02–1 of the Texas Business Corporation Act permits Texas corporations, in certain circumstances, to indemnify any present or former director, officer, employee or agent of the corporation against judgments, penalties, fines, settlements and reasonable expenses incurred in connection with a proceeding in which any such person was, is or is threatened to be, made a party by reason of holding such office or position, but only to a limited extent for obligations resulting from a proceeding in which the person is found liable on the basis that a personal benefit was improperly received or in circumstances in which the person is found liable in a derivative suit brought on behalf of the corporation.

Article 2.02–1 of the Texas Business Corporation Act also permits Texas corporations to purchase and maintain liability insurance for directors and officers.

The articles of incorporation of CIGI Beverages of Texas, Inc., CIGI Holdings, Inc. and OBTex Holdings, Inc. provide that no director shall be liable to the corporation or its shareholders for monetary damages for an act or omission in such director’s capacity as a director, except for liability resulting from: a breach of the director’s duty of loyalty to the corporation or its shareholders; an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act of omission that involves intentional misconduct or a knowing violation of the law; a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; an act or omission for which the liability of a director is expressly provided by an applicable statute; or an act related to an unlawful stock repurchase or payment of a dividend. In addition, the by-laws of CIGI Beverages of Texas, Inc., CIGI Holdings, Inc. and OBTex Holdings, Inc. provide for the indemnification of any current or former director or officer and any person who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director or officer of any other entity, against reasonable expenses incurred in connection with any action, suit or proceeding in which such person is a named defendant or respondent if he has been wholly successful, on the merits or otherwise, in the defense of such action, suit or proceeding. In addition, such corporation may indemnify any such person who was, or is, threatened to be named a defendant or respondent in an action, suit or proceeding against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by him in connection with an action, suit or proceeding to the full extent permitted by Texas law. The corporation may also pay in advance any reasonable expenses that may become subject to indemnification subject to Texas law.

The by-laws of Outback Beverages of Texas, Inc. provide that subject to and as permitted by Texas law, such corporation may pay or reimburse any present or former director or officer any costs or expenses actually and necessarily incurred in any action, suit or proceeding to which such person is made a party by reason of holding such position; provided, however that such person shall not receive such indemnification if finally adjudicated therein to be liable for negligence or misconduct in office. Such indemnification shall also extend to good faith expenditures incurred in anticipation of or preparation for, threatened or proposed litigation, and in certain cases, to cover the good faith settlement of any such action, suit or proceeding, whether formally instituted or not.

Texas limited partnerships

The following registrants are limited partnerships organized under the laws of the State of Texas (collectively, the “Texas LPs”): Outback Steakhouse of Dallas-I, Ltd., Outback Steakhouse of Dallas-II, Ltd., Outback Steakhouse of Houston-I, Ltd. and Outback Steakhouse of Houston-II, Ltd.

Section 11.02 of the Texas Revised Limited Partnership Act, or the “TRLPA,” provides that a limited partnership may indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a general partner of a limited partnership, and it is determined that the person (i) acted in good faith, (ii) reasonably believed, in cases regarding the person’s conduct in the official capacity of general partner, that such conduct was in the best interest of the partnership, and in all other cases,

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that the person’s conduct was at least not opposed to the partnership’s best interests, and (iii) in the case of a criminal proceeding, the person had no reasonable cause to believe that the conduct was unlawful. Under Section 11.03 of the TRLPA, a limited partnership may not indemnify (other than reasonable expenses actually incurred absent willful or intentional misconduct) a general partner in connection with (i) a proceeding in which such person is found liable to the limited partnership or the limited partners or (ii) any other proceeding in which such person is found liable on the basis that personal benefit was improperly received by such person, whether or not the benefit resulted from an action taken in such person’s official capacity.

The limited partnership agreements of each of the Texas LPs provide that no directors and officers of the general partner of such Texas LP will have any liability to such Texas LP for any acts taken or not taken in connection with the business or affairs of such Texas LP, except in the case of intentional misconduct or gross negligence as determined by a final order of a court of competent jurisdiction. In addition, each Texas LP shall indemnify the directors and officers of its general partner, solely out of the assets of such Texas LP and not its general partner, for any liabilities arising out of any claims brought in connection with the business or affairs of such Texas LP, provided the conduct of such officer or director was performed in good faith and in a manner reasonably believed by them to be in or not opposed to the best interests of such Texas LP and did not constitute intentional misconduct or gross negligence. In certain circumstances, costs and legal fees may be advanced to such officers and directors.

Registrants Incorporated or Organized Under the Laws of South Carolina

The following registrant is a corporation incorporated under the laws of the State of South Carolina: Outback Steakhouse of South Carolina, Inc.

Under Section 33 of the South Carolina Code of Laws (the “SCCL”), a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed: (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and (ii) in all other cases, that his conduct was at least not opposed to its best interest; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

The bylaws of Outback Steakhouse of South Carolina, Inc. (“OSC”) provide that any current or former director or officer, or any person who may have served at its request as a director or officer of another corporation, shall be indemnified and held harmless, to the fullest extent legally permissible under the South Carolina Business Corporation Act, against all expenses, liabilities, and losses (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered in connection with any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, in relation to OSC. In addition, OSC may purchase insurance on behalf of any current and former officer and director against any liability asserted against such person, whether or not it has the power to indemnify such person.

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Registrants Incorporated or Organized Under the Laws of West Virginia

The following registrant is a corporation incorporated under the laws of the State of West Virginia: Outback Steakhouse West Virginia, Inc.

Under Section 31D-8-831 of the West Virginia Code, a director is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that: (1) any provision in the corporation’s articles of incorporation does not preclude liability; and (2) the challenged conduct consisted or was the result of: (A) action not in good faith; or (B) a decision: (i) which the director did not reasonably believe to be in the best interests of the corporation; or (ii) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or (C) a lack of objectivity due to the director’s familial, financial or business relationship with, or a lack of independence due to the director’s domination or control by, another person having a material interest in the challenged conduct: (i) which relationship or which domination or control could reasonably be expected to have affected the director’s judgment respecting the challenged conduct in a manner adverse to the corporation; and (ii) after a reasonable expectation has been established, the director does not establish that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; or (D) a sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making or causing to be made appropriate inquiry when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need for inquiry; or (E) receipt of a financial benefit to which the director was not entitled or any other breach of the director’s duties to deal fairly with the corporation and its shareholders that is actionable under applicable law.

Chapter 31D-8-832 of the West Virginia Code provides that a director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to applicable law is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating applicable law, if the party asserting liability establishes that when taking the action the director did not comply with applicable law. A director held liable under this subsection of the West Virginia Code for an unlawful distribution is entitled to: (1) contribution from every other director who could be held liable for the unlawful distribution; and (2) recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of the law., all subject to certain limitations on the timing of such proceedings.

In addition, Chapter 31D-8-857 of the West Virginia Code allows that a corporation shall have power to purchase and maintain insurance on behalf of any person who is a current or former director or officer, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust employee benefit plan or other entity against any liability asserted against such person or incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify him against such liability.

Neither the articles of incorporation nor the bylaws of Outback Steakhouse West Virginia, Inc. contains provisions regarding the indemnification of directors and officers or limitations on the liability of directors and officers.

Insurance

The Parent has purchased and maintains insurance on behalf of any past, present or future duly elected or appointed directors, officers, trustees, governors, management committee members, members of board of managers, general partner(s), or general counsel of itself and the entities for which Parent had or has management control, including each of the Registrants hereunder, but only in their capacities as such.

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Item 21. Exhibits and Financial Statement Schedules

3.1.1 Certificate of Formation of OSI Restaurant Partners, LLC (1)

3.1.2 Certificate of Incorporation of OSI Co-Issuer Inc. (1)

Certificate of Incorporation or the corresponding organizational instrument, with any amendments thereto, of the following additional registrants:

3.1.3 A La Carte Event Pavilion, Ltd. (1)

3.1.4 Carrabba’s Designated Partner, LLC (1)

3.1.5 Carrabba’s Italian Grill, LLC (1)

3.1.6 Carrabba’s Kansas Designated Partner, LLC (1)

3.1.7 Carrabba’s Kansas, Inc. (1)

3.1.8 Carrabba’s Midwest Designated Partner, LLC (1)

3.1.9 Carrabba’s Midwest, Inc. (1)

3.1.10 Carrabba’s of Baton Rouge, LLC (1)

3.1.11 Carrabba’s of Bowie, LLC (1)

3.1.12 Carrabba’s Shreveport, LLC (1)

3.1.13 Carrabba’s/Arizona-I, Limited Partnership (1)

3.1.14 Carrabba’s/Birchwood, Limited Partnership (1)

3.1.15 Carrabba’s/Bobby Pasta, Limited Partnership (1)

3.1.16 Carrabba’s/Broken Arrow, Limited Partnership (1)

3.1.17 Carrabba’s/Canton, Limited Partnership (1)

3.1.18 Carrabba’s/Carolina-I, Limited Partnership (1)

3.1.19 Carrabba’s/Central Florida-I, Limited Partnership (1)

3.1.20 Carrabba’s/Chicago, Limited Partnership (1)

3.1.21 Carrabba’s/Colorado-I, Limited Partnership (1)

3.1.22 Carrabba’s/Crestview Hills, Limited Partnership (1)

3.1.23 Carrabba’s/Dallas-I, Limited Partnership (1)

3.1.24 Carrabba’s/DC-I, Limited Partnership (1)

3.1.25 Carrabba’s/First Coast, Limited Partnership (1)

3.1.26 Carrabba’s/Georgia-I, Limited Partnership (1)

3.1.27 Carrabba’s/Great Lakes-I, Limited Partnership (1)

3.1.28 Carrabba’s/Gulf Coast-I, Limited Partnership (1)

3.1.29 Carrabba’s/Heartland-I, Limited Partnership (1)

3.1.30 Carrabba’s/Kansas Two-I, Limited Partnership (1)

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3.1.31 Carrabba’s/Kansas-I, Limited Partnership (1)

3.1.32 Carrabba’s/Mid Atlantic-I, Limited Partnership (1)

3.1.33 Carrabba’s/Mid East, Limited Partnership (1)

3.1.34 Carrabba’s/Midwest-I, Limited Partnership (1)

3.1.35 Carrabba’s/New England, Limited Partnership (1)

3.1.36 Carrabba’s/Ohio, Limited Partnership (1)

3.1.37 Carrabba’s/Outback, Limited Partnership (1)

3.1.38 Carrabba’s/Pensacola, Limited Partnership (1)

3.1.39 Carrabba’s/Second Coast, Limited Partnership (1)

3.1.40 Carrabba’s/South Florida-I, Limited Partnership (1)

3.1.41 Carrabba’s/South Texas-I, Limited Partnership (1)

3.1.42 Carrabba’s/Sun Coast, Limited Partnership (1)

3.1.43 Carrabba’s/Texas, Limited Partnership (1)

3.1.44 Carrabba’s/Tri State-I, Limited Partnership (1)

3.1.45 Carrabba’s/Tropical Coast, Limited Partnership (1)

3.1.46 Carrabba’s/Virginia, Limited Partnership (1)

3.1.47 Carrabba’s/West Florida-I, Limited Partnership (1)

3.1.48 Carrabba’s/Z Team Two-I, Limited Partnership (1)

3.1.49 Carrabba’s/Z Team-I, Limited Partnership (1)

3.1.50 Cheeseburger Designated Partner, LLC (1)

3.1.51 Cheeseburger in Paradise of Kansas, Inc. (1)

3.1.52 Cheeseburger in Paradise, LLC (1)

3.1.53 Cheeseburger Kansas Designated Partner, LLC (1)

3.1.54 Cheeseburger-Buckeye, Limited Partnership (1)

3.1.55 Cheeseburger-Downer’s Grove, Limited Partnership (1)

3.1.56 Cheeseburger-Illinois, Limited Partnership (1)

3.1.57 Cheeseburger-Kansas, Limited Partnership (1)

3.1.58 Cheeseburger-Maryland, Limited Partnership (1)

3.1.59 Cheeseburger-Michigan, Limited Partnership (1)

3.1.60 Cheeseburger-Nebraska, Limited Partnership (1)

3.1.61 Cheeseburger-Northern New Jersey, Limited Partnership (1)

3.1.62 Cheeseburger-Northern Virginia, Limited Partnership (1)

3.1.63 Cheeseburger-Ohio, Limited Partnership (1)

3.1.64 Cheeseburger-South Carolina, Limited Partnership (1)

3.1.65 Cheeseburger-South Eastern Pennsylvania, Limited Partnership (1)

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3.1.66 Cheeseburger-South Florida, Limited Partnership (1)

3.1.67 Cheeseburger-Southern NY, Limited Partnership (1)

3.1.68 Cheeseburger-West Nyack, Limited Partnership (1)

3.1.69 Cheeseburger-Wisconsin, Limited Partnership (1)

3.1.70 CIGI Beverages of Texas, Inc. (1)

3.1.71 CIGI Holdings, Inc. (1)

3.1.72 Frederick Outback, Inc. (1)

3.1.73 Heartland Outback, Inc. (1)

3.1.74 Heartland Outback-I, Limited Partnership (1)

3.1.75 Heartland Outback-II, Limited Partnership (1)

3.1.76 OBTex Holdings, Inc. (1)

3.1.77 OS Asset, Inc. (1)

3.1.78 OS Capital, Inc. (1)

3.1.79 OS Developers, LLC (1)

3.1.80 OS Management, Inc. (1)

3.1.81 OS Mortgage Holdings, Inc. (1)

3.1.82 OS Realty, LLC (1)

3.1.83 OS Restaurant Services, Inc. (1)

3.1.84 OS Speedway, LLC (1)

3.1.85 OS Tropical, LLC (1)

3.1.86 OSF/CIGI of Evesham Partnership (1)

3.1.87 OSI International, LLC (1)

3.1.88 Outback & Carrabba’s of New Mexico, Inc. (1)

3.1.89 Outback Alabama, Inc. (1)

3.1.90 Outback Beverages of Texas, Inc. (1)

3.1.91 Outback Catering Company, Limited Partnership (1)

3.1.92 Outback Catering Company-II, Limited Partnership (1)

3.1.93 Outback Catering Designated Partner, LLC (1)

3.1.94 Outback Catering of Pittsburgh, Ltd. (1)

3.1.95 Outback Catering, Inc. (1)

3.1.96 Outback Designated Partner, LLC (1)

3.1.97 Outback International Designated Partner, LLC (1)

3.1.98 Outback Kansas Designated Partner, LLC (1)

3.1.99 Outback of Waldorf, Inc. (1)

3.1.100 Outback Sports, LLC (1)

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3.1.101 Outback Steakhouse International, L.P. (1)

3.1.102 Outback Steakhouse International, LLC (1)

3.1.103 Outback Steakhouse of Central Florida, Ltd. (1)

3.1.104 Outback Steakhouse of Central Florida-II, Ltd. (1)

3.1.105 Outback Steakhouse of Dallas-I, Ltd. (1)

3.1.106 Outback Steakhouse of Dallas-II, Ltd. (1)

3.1.107 Outback Steakhouse of Florida, LLC (1)

3.1.108 Outback Steakhouse of Houston-I, Ltd. (1)

3.1.109 Outback Steakhouse of Houston-II, Ltd. (1)

3.1.110 Outback Steakhouse of Indianapolis, Ltd. (1)

3.1.111 Outback Steakhouse of Kentucky, Ltd. (1)

3.1.112 Outback Steakhouse of North Georgia-I, L.P. (1)

3.1.113 Outback Steakhouse of North Georgia-II, L.P. (1)

3.1.114 Outback Steakhouse of South Carolina, Inc. (1)

3.1.115 Outback Steakhouse of South Florida, Ltd. (1)

3.1.116 Outback Steakhouse of South Georgia-I, L.P. (1)

3.1.117 Outback Steakhouse of South Georgia-II, L.P. (1)

3.1.118 Outback Steakhouse of Washington, D.C., Ltd. (1)

3.1.119 Outback Steakhouse West Virginia, Inc. (1)

3.1.120 Outback Steakhouse-NYC, Ltd. (1)

3.1.121 Outback/Alabama-I, Limited Partnership (1)

3.1.122 Outback/Alabama-II, Limited Partnership (1)

3.1.123 Outback/Bayou-I, Limited Partnership (1)

3.1.124 Outback/Bayou-II, Limited Partnership (1)

3.1.125 Outback/Billings, Limited Partnership (1)

3.1.126 Outback/Bluegrass-I, Limited Partnership (1)

3.1.127 Outback/Bluegrass-II, Limited Partnership (1)

3.1.128 Outback/Buckeye-I, Limited Partnership (1)

3.1.129 Outback/Buckeye-II, Limited Partnership (1)

3.1.130 Outback/Carrabba’s Partnership (1)

3.1.131 Outback/Central Mass, Limited Partnership (1)

3.1.132 Outback/Charlotte-I, Limited Partnership (1)

3.1.133 Outback/Chicago-I, Limited Partnership (1)

3.1.134 Outback/Cleveland-I, Limited Partnership (1)

3.1.135 Outback/Cleveland-II, Limited Partnership (1)

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3.1.136 Outback/DC, Limited Partnership (1)

3.1.137 Outback/Denver-I, Limited Partnership (1)

3.1.138 Outback/Detroit-I, Limited Partnership (1)

3.1.139 Outback/East Michigan, Limited Partnership (1)

3.1.140 Outback/Empire-I, Limited Partnership (1)

3.1.141 Outback/Hawaii-I, Limited Partnership (1)

3.1.142 Outback/Heartland-I, Limited Partnership (1)

3.1.143 Outback/Heartland-II, Limited Partnership (1)

3.1.144 Outback/Indianapolis-II, Limited Partnership (1)

3.1.145 Outback/Metropolis-I, Limited Partnership (1)

3.1.146 Outback/Mid Atlantic-I, Limited Partnership (1)

3.1.147 Outback/Midwest-II, Limited Partnership (1)

3.1.148 Outback/Missouri-I, Limited Partnership (1)

3.1.149 Outback/Missouri-II, Limited Partnership (1)

3.1.150 Outback/Nevada-I, Limited Partnership (1)

3.1.151 Outback/Nevada-II, Limited Partnership (1)

3.1.152 Outback/New England-I, Limited Partnership (1)

3.1.153 Outback/New England-II, Limited Partnership (1)

3.1.154 Outback/New York, Limited Partnership (1)

3.1.155 Outback/North Florida-I, Limited Partnership (1)

3.1.156 Outback/North Florida-II, Limited Partnership (1)

3.1.157 Outback/Phoenix-I, Limited Partnership (1)

3.1.158 Outback/Phoenix-II, Limited Partnership (1)

3.1.159 Outback/Shenandoah-I, Limited Partnership (1)

3.1.160 Outback/Shenandoah-II, Limited Partnership (1)

3.1.161 Outback/South Florida-II, Limited Partnership (1)

3.1.162 Outback/Southwest Georgia, Limited Partnership (1)

3.1.163 Outback/Stone-II, Limited Partnership (1)

3.1.164 Outback/Utah-I, Limited Partnership (1)

3.1.165 Outback/Virginia, Limited Partnership (1)

3.1.166 Outback/West Florida-I, Limited Partnership (1)

3.1.167 Outback/West Florida-II, Limited Partnership (1)

3.1.168 Outback/West Penn, Limited Partnership (1)

3.1.169 Private Restaurant Master Lessee, LLC (1)

3.1.170 OSI Gift Card Services, LLC (1)

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3.1.171 Carrabba’s Italian Market, LLC (1)

3.1.172 Outback of Aspen Hill, Inc. (1)

3.1.173 Outback of Germantown, Inc. (1)

3.1.174 Outback/Midwest-I, Limited Partnership (1)

3.2.1 Limited Liability Company Agreement of OSI Restaurant Partners, LLC. (1)

3.2.2 By-laws of OSI Co-Issuer Inc. (1)

By-laws or the corresponding operating agreement or limited partnership agreement, with any amendments thereto, of the following additional registrants:

3.2.3 A La Carte Event Pavilion, Ltd. (1)

3.2.4 Carrabba’s Designated Partner, LLC (1)

3.2.5 Carrabba’s Italian Grill, LLC (1)

3.2.6 Carrabba’s Kansas Designated Partner, LLC (1)

3.2.7 Carrabba’s Kansas, Inc. (1)

3.2.8 Carrabba’s Midwest Designated Partner, LLC (1)

3.2.9 Carrabba’s Midwest, Inc. (1)

3.2.10 Carrabba’s of Baton Rouge, LLC (1)

3.2.11 Carrabba’s of Bowie, LLC (1)

3.2.12 Carrabba’s Shreveport, LLC (1)

3.2.13 Carrabba’s/Arizona-I, Limited Partnership (1)

3.2.14 Carrabba’s/Birchwood, Limited Partnership (1)

3.2.15 Carrabba’s/Bobby Pasta, Limited Partnership (1)

3.2.16 Carrabba’s/Broken Arrow, Limited Partnership (1)

3.2.17 Carrabba’s/Canton, Limited Partnership (1)

3.2.18 Carrabba’s/Carolina-I, Limited Partnership (1)

3.2.19 Carrabba’s/Central Florida-I, Limited Partnership (1)

3.2.20 Carrabba’s/Chicago, Limited Partnership (1)

3.2.21 Carrabba’s/Colorado-I, Limited Partnership (1)

3.2.22 Carrabba’s/Crestview Hills, Limited Partnership (1)

3.2.23 Carrabba’s/Dallas-I, Limited Partnership (1)

3.2.24 Carrabba’s/DC-I, Limited Partnership (1)

3.2.25 Carrabba’s/First Coast, Limited Partnership (1)

3.2.26 Carrabba’s/Georgia-I, Limited Partnership (1)

3.2.27 Carrabba’s/Great Lakes-I, Limited Partnership (1)

3.2.28 Carrabba’s/Gulf Coast-I, Limited Partnership (1)

3.2.29 Carrabba’s/Heartland-I, Limited Partnership (1)

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3.2.30 Carrabba’s/Kansas Two-I, Limited Partnership (1)

3.2.31 Carrabba’s/Kansas-I, Limited Partnership (1)

3.2.32 Carrabba’s/Mid Atlantic-I, Limited Partnership (1)

3.2.33 Carrabba’s/Mid East, Limited Partnership (1)

3.2.34 Carrabba’s/Midwest-I, Limited Partnership (1)

3.2.35 Carrabba’s/New England, Limited Partnership (1)

3.2.36 Carrabba’s/Ohio, Limited Partnership (1)

3.2.37 Carrabba’s/Outback, Limited Partnership (1)

3.2.38 Carrabba’s/Pensacola, Limited Partnership (1)

3.2.39 Carrabba’s/Second Coast, Limited Partnership (1)

3.2.40 Carrabba’s/South Florida-I, Limited Partnership (1)

3.2.41 Carrabba’s/South Texas-I, Limited Partnership (1)

3.2.42 Carrabba’s/Sun Coast, Limited Partnership (1)

3.2.43 Carrabba’s/Texas, Limited Partnership (1)

3.2.44 Carrabba’s/Tri State-I, Limited Partnership (1)

3.2.45 Carrabba’s/Tropical Coast, Limited Partnership (1)

3.2.46 Carrabba’s/Virginia, Limited Partnership (1)

3.2.47 Carrabba’s/West Florida-I, Limited Partnership (1)

3.2.48 Carrabba’s/Z Team Two-I, Limited Partnership (1)

3.2.49 Carrabba’s/Z Team-I, Limited Partnership (1)

3.2.50 Cheeseburger Designated Partner, LLC (1)

3.2.51 Cheeseburger in Paradise of Kansas, Inc. (1)

3.2.52 Cheeseburger in Paradise, LLC (1)

3.2.53 Cheeseburger Kansas Designated Partner, LLC (1)

3.2.54 Cheeseburger-Buckeye, Limited Partnership (1)

3.2.55 Cheeseburger-Downer’s Grove, Limited Partnership (1)

3.2.56 Cheeseburger-Illinois, Limited Partnership (1)

3.2.57 Cheeseburger-Kansas, Limited Partnership (1)

3.2.58 Cheeseburger-Maryland, Limited Partnership (1)

3.2.59 Cheeseburger-Michigan, Limited Partnership (1)

3.2.60 Cheeseburger-Nebraska, Limited Partnership (1)

3.2.61 Cheeseburger-Northern New Jersey, Limited Partnership (1)

3.2.62 Cheeseburger-Northern Virginia, Limited Partnership (1)

3.2.63 Cheeseburger-Ohio, Limited Partnership (1)

3.2.64 Cheeseburger-South Carolina, Limited Partnership (1)

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3.2.65 Cheeseburger-South Eastern Pennsylvania, Limited Partnership (1)

3.2.66 Cheeseburger-South Florida, Limited Partnership (1)

3.2.67 Cheeseburger-Southern NY, Limited Partnership (1)

3.2.68 Cheeseburger-West Nyack, Limited Partnership (1)

3.2.69 Cheeseburger-Wisconsin, Limited Partnership (1)

3.2.70 CIGI Beverages of Texas, Inc. (1)

3.2.71 CIGI Holdings, Inc. (1)

3.2.72 Frederick Outback, Inc. (1)

3.2.73 Heartland Outback, Inc. (1)

3.2.74 Heartland Outback-I, Limited Partnership (1)

3.2.75 Heartland Outback-II, Limited Partnership (1)

3.2.76 OBTex Holdings, Inc. (1)

3.2.77 OS Asset, Inc. (1)

3.2.78 OS Capital, Inc. (1)

3.2.79 OS Developers, LLC (1)

3.2.80 OS Management, Inc. (1)

3.2.81 OS Mortgage Holdings, Inc. (1)

3.2.82 OS Realty, LLC (1)

3.2.83 OS Restaurant Services, Inc. (1)

3.2.84 OS Speedway, LLC (1)

3.2.85 OS Tropical, LLC (1)

3.2.86 OSF/CIGI of Evesham Partnership (1)

3.2.87 OSI International, LLC (1)

3.2.88 Outback & Carrabba’s of New Mexico, Inc. (1)

3.2.89 Outback Alabama, Inc. (1)

3.2.90 Outback Beverages of Texas, Inc. (1)

3.2.91 Outback Catering Company, Limited Partnership (1)

3.2.92 Outback Catering Company-II, Limited Partnership (1)

3.2.93 Outback Catering Designated Partner, LLC (1)

3.2.94 Outback Catering of Pittsburgh, Ltd. (1)

3.2.95 Outback Catering, Inc. (1)

3.2.96 Outback Designated Partner, LLC (1)

3.2.97 Outback International Designated Partner, LLC (1)

3.2.98 Outback Kansas Designated Partner, LLC (1)

3.2.99 Outback of Waldorf, Inc. (1)

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3.2.100 Outback Sports, LLC (1)

3.2.101 Outback Steakhouse International, L.P. (1)

3.2.102 Outback Steakhouse International, LLC (1)

3.2.103 Outback Steakhouse of Central Florida, Ltd. (1)

3.2.104 Outback Steakhouse of Central Florida-II, Ltd. (1)

3.2.105 Outback Steakhouse of Dallas-I, Ltd. (1)

3.2.106 Outback Steakhouse of Dallas-II, Ltd. (1)

3.2.107 Outback Steakhouse of Florida, LLC (1)

3.2.108 Outback Steakhouse of Houston-I, Ltd. (1)

3.2.109 Outback Steakhouse of Houston-II, Ltd. (1)

3.2.110 Outback Steakhouse of Indianapolis, Ltd. (1)

3.2.111 Outback Steakhouse of Kentucky, Ltd. (1)

3.2.112 Outback Steakhouse of North Georgia-I, L.P. (1)

3.2.113 Outback Steakhouse of North Georgia-II, L.P. (1)

3.2.114 Outback Steakhouse of South Carolina, Inc. (1)

3.2.115 Outback Steakhouse of South Florida, Ltd. (1)

3.2.116 Outback Steakhouse of South Georgia-I, L.P. (1)

3.2.117 Outback Steakhouse of South Georgia-II, L.P. (1)

3.2.118 Outback Steakhouse of Washington, D.C., Ltd. (1)

3.2.119 Outback Steakhouse West Virginia, Inc. (1)

3.2.120 Outback Steakhouse-NYC, Ltd. (1)

3.2.121 Outback/Alabama-I, Limited Partnership (1)

3.2.122 Outback/Alabama-II, Limited Partnership (1)

3.2.123 Outback/Bayou-I, Limited Partnership (1)

3.2.124 Outback/Bayou-II, Limited Partnership (1)

3.2.125 Outback/Billings, Limited Partnership (1)

3.2.126 Outback/Bluegrass-I, Limited Partnership (1)

3.2.127 Outback/Bluegrass-II, Limited Partnership (1)

3.2.128 Outback/Buckeye-I, Limited Partnership (1)

3.2.129 Outback/Buckeye-II, Limited Partnership (1)

3.2.130 Outback/Carrabba’s Partnership (1)

3.2.131 Outback/Central Mass, Limited Partnership (1)

3.2.132 Outback/Charlotte-I, Limited Partnership (1)

3.2.133 Outback/Chicago-I, Limited Partnership (1)

3.2.134 Outback/Cleveland-I, Limited Partnership (1)

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3.2.135 Outback/Cleveland-II, Limited Partnership (1)

3.2.136 Outback/DC, Limited Partnership (1)

3.2.137 Outback/Denver-I, Limited Partnership (1)

3.2.138 Outback/Detroit-I, Limited Partnership (1)

3.2.139 Outback/East Michigan, Limited Partnership (1)

3.2.140 Outback/Empire-I, Limited Partnership (1)

3.2.141 Outback/Hawaii-I, Limited Partnership (1)

3.2.142 Outback/Heartland-I, Limited Partnership (1)

3.2.143 Outback/Heartland-II, Limited Partnership (1)

3.2.144 Outback/Indianapolis-II, Limited Partnership (1)

3.2.145 Outback/Metropolis-I, Limited Partnership (1)

3.2.146 Outback/Mid Atlantic-I, Limited Partnership (1)

3.2.147 Outback/Midwest-II, Limited Partnership (1)

3.2.148 Outback/Missouri-I, Limited Partnership (1)

3.2.149 Outback/Missouri-II, Limited Partnership (1)

3.2.150 Outback/Nevada-I, Limited Partnership (1)

3.2.151 Outback/Nevada-II, Limited Partnership (1)

3.2.152 Outback/New England-I, Limited Partnership (1)

3.2.153 Outback/New England-II, Limited Partnership (1)

3.2.154 Outback/New York, Limited Partnership (1)

3.2.155 Outback/North Florida-I, Limited Partnership (1)

3.2.156 Outback/North Florida-II, Limited Partnership (1)

3.2.157 Outback/Phoenix-I, Limited Partnership (1)

3.2.158 Outback/Phoenix-II, Limited Partnership (1)

3.2.159 Outback/Shenandoah-I, Limited Partnership (1)

3.2.160 Outback/Shenandoah-II, Limited Partnership (1)

3.2.161 Outback/South Florida-II, Limited Partnership (1)

3.2.162 Outback/Southwest Georgia, Limited Partnership (1)

3.2.163 Outback/Stone-II, Limited Partnership (1)

3.2.164 Outback/Utah-I, Limited Partnership (1)

3.2.165 Outback/Virginia, Limited Partnership (1)

3.2.166 Outback/West Florida-I, Limited Partnership (1)

3.2.167 Outback/West Florida-II, Limited Partnership (1)

3.2.168 Outback/West Penn, Limited Partnership (1)

3.2.169 Private Restaurant Master Lessee, LLC (1)

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3.2.170 OSI Gift Card Services, LLC (1)

3.2.171 Carrabba’s Italian Market, LLC (1)

3.2.172 Outback of Aspen Hill, Inc. (1)

3.2.173 Outback of Germantown, Inc. (1)

3.2.174 Outback/Midwest-I, Limited Partnership (1)

4.1 Indenture dated as of June 14, 2007 among OSI Restaurant Partners, LLC, OSI Co-Issuer, Inc., the Guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee.

4.2 Registration Rights Agreement dated as of June 14, 2007 by and among OSI Restaurant Partners, LLC, OSI Co-Issuer, Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc., ABN AMRO Incorporated, GE Capital Markets, Inc., Rabo Securities USA, Inc., SunTrust Capital Markets, Inc. and Wells Fargo Securities, LLC.

4.3 Form of 10% Senior Note due 2015 (contained in exhibit 4.1)

5.1 Opinion of Ropes & Gray LLP

5.2 Opinion of Bradley Arant Rose & White LLP

5.3 Opinion of Greenberg Traurig, P.A.

5.4 Opinion of Greenberg Traurig, LLP

5.5 Opinion of Bryan Cave LLP

5.6 Opinion of Greenberg Traurig, LLP

5.7 Opinion of Greenberg Traurig, LLP

5.8 Opinion of Holland & Hart LLP

5.9 Opinion of Nexsen Pruet, LLC

5.10 Opinion of The Fusco Legal Group, LC

10.1 Credit Agreement dated as of June 14, 2007 among OSI Restaurant Partners, LLC, as Borrower, OSI Holdco, Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as Administrative Agent, Pre-Funded RC Deposit Bank, Swing Line Lender and an L/C Issuer, Bank of America, N.A., as Syndication Agent, and General Electric Capital Corporation, SunTrust Bank, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank International,” New York Branch, LaSalle Bank, N.A., Wachovia Bank, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents.

10.2 Master Lease Agreement, dated as of the 14^th day of June, 2007, between Private Restaurant Properties, LLC, as landlord, and Private Restaurant Master Lessee, LLC, as tenant.

10.3 Guaranty, dated as of the 14^th day of June, 2007, made by OSI Restaurant Partners, LLC to and for the benefit of Private Restaurant Properties, LLC.

10.4 Form of Subordination, Non-Disturbance and Attornment Agreement, between German American Capital Corporation and Bank of America, N.A., as lenders and mortgagees, and Private Restaurant Master Lessee, LLC, as tenant, as consented to by Private Restaurant Properties, LLC, as landlord.

10.5 Environmental Indemnity, made as of June 14, 2007, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC, as indemnitors, for the benefit of German American Capital Corporation and Bank of America, N.A.

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10.6 Environmental Indemnity (First Mezzanine), made as of June 14, 2007, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC, as indemnitors, for the benefit of German American Capital Corporation and Bank of America, N.A.

10.7 Environmental Indemnity (Second Mezzanine), made as of June 14, 2007, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC, as indemnitors, for the benefit of German American Capital Corporation and Bank of America, N.A.

10.8 Environmental Indemnity (Third Mezzanine), made as of June 14, 2007, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC, as indemnitors, for the benefit of German American Capital Corporation and Bank of America, N.A.

10.9 Environmental Indemnity (Fourth Mezzanine), made as of June 14, 2007, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC, as indemnitors, for the benefit of German American Capital Corporation and Bank of America, N.A.

10.10 Amended and Restated Employment Agreement dated June 14, 2007, between A. William Allen, III and OSI Restaurant Partners, LLC.

10.11 Amended and Restated Employment Agreement dated June 14, 2007, between Dirk A. Montgomery and OSI Restaurant Partners, LLC.

10.12 Amended and Restated Employment Agreement dated June 14, 2007, between Joseph J. Kadow and OSI Restaurant Partners, LLC.

10.13 Amended and Restated Employment Agreement dated June 14, 2007, between Paul E. Avery and OSI Restaurant Partners, LLC.

10.14 Employment Agreement dated June 14, 2007, between Robert D. Basham and OSI Restaurant Partners, LLC.

10.15 Employment Agreement dated June 14, 2007, between Chris T. Sullivan and OSI Restaurant Partners, LLC.

10.16 Employment Agreement dated January 23, 2008, between Jeffrey S. Smith and Outback Steakhouse of Florida, LLC.

10.17 ISDA Master Agreement dated as of September 11, 2007 between Wachovia Bank, National Association and OSI Restaurant Partners, LLC.

12 Statement of Computation of Ratio of Earnings to Fixed Charges

21 List of Subsidiaries

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1)

23.3 Consent of Bradley Arant Rose & White LLP (included in the opinion filed as Exhibit 5.2)

23.4 Consent of Greenberg Traurig, P.A. (included in the opinion filed as Exhibit 5.3)

23.5 Consent of Greenberg Traurig, LLP (included in the opinion filed as Exhibit 5.4)

23.6 Consent of Bryan Cave LLP (included in the opinion filed as Exhibit 5.5)

23.7 Consent of Greenberg Traurig, LLP (included in the opinion filed as Exhibit 5.6)

23.8 Consent of Greenberg Traurig, LLP (included in the opinion filed as Exhibit 5.7)

23.9 Consent of Holland & Hart LLP (included in the opinion filed as Exhibit 5.8)

23.10 Consent of Nexsen Pruet, LLC (included in the opinion filed as Exhibit 5.9)

23.11 Consent of The Fusco Legal Group, LC (included in the opinion filed as Exhibit 5.10)

24 Powers of Attorney (included in the signature pages of this Registration Statement)

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25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wells Fargo Bank with respect to the Indenture governing the 10% Senior Notes due 2015.

99.1 Form of Letter of Transmittal

99.2 Form of Notice of Guaranteed Delivery

(1) To be filed by amendment.

Item 22. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amend) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b) 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

OSI RESTAURANT PARTNERS, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) Member of the Board of Managers	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer (Principal Financial Officer And Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Member of the Board of Managers	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Member of the Board of Managers	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Member of the Board of Managers	May 9, 2008

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Signature	Title	Date
/S/    MARK NUNNELLY         Mark Nunnelly	Member of the Board of Managers	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Member of the Board of Managers	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Member of the Board of Managers	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Member of the Board of Managers	May 9, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

OSI CO-ISSUER, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Director	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Director	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Director	May 9, 2008

II-32

Signature	Title	Date
/S/    MARK NUNNELLY         Mark Nunnelly	Director	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Director	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Director	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Director	May 9, 2008

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

A LA CARTE EVENT PAVILION, LTD.
By:	OUTBACK CATERING, INC., its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director of Outback Catering, Inc., the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President, Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the General Partner	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director of the General Partner	May 9, 2008

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Designated Partner, LLC and Manager of Carrabba’s Italian Grill, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Carrabba’s Designated Partner, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member	May 9, 2008

II-35

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member	May 9, 2008

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S ITALIAN GRILL, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC and Manager of OSI Restaurant Partners, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member	May 9, 2008

II-37

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member	May 9, 2008

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S ITALIAN MARKET, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the Sole Member of Carrabba’s Italian Market, LLC, and Manager of OSI Restaurant Partners, LLC, the Member of CIG	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) of Carrabba’s Italian Market, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the Sole Member	May 9, 2008

II-39

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the Sole Member	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the Sole Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the Sole Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the Sole Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the Sole Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the Sole Member	May 9, 2008

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S KANSAS DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Kansas Designated Partner, LLC, and Director of Carrabba’s Kansas, Inc., the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the Member	May 9, 2008

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S KANSAS, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S MIDWEST DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III          A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Midwest Designated Partner, LLC, and Director of Carrabba’s Midwest, Inc., the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the Member	May 9, 2008

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S MIDWEST, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gulf Breeze, State of Florida, on May 9, 2008.

CARRABBA’S OF BATON ROUGE, LLC
By:	CARRABBA’S/GULF COAST-I, LIMITED PARTNERSHIP, its Sole Member
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner of Carrabba’s/Gulf Coast-I, Limited Partnership, the Sole Member and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner of the Sole Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008

II-45

Signature	Title	Date
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner of the Sole Member	May 9, 2008

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S OF BOWIE, LLC
By:	CARRABBA’S/DC-I, LIMITED PARTNERSHIP, its Sole Member
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner of Carrabba’s/DC-I, Limited Partnership, the Sole Member and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner of the Sole Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008

II-47

Signature	Title	Date
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner of the Sole Member	May 9, 2008

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southlake, State of Texas, on May 9, 2008.

CARRABBA’S SHREVEPORT, LLC
By:	CARRABBA’S/DALLAS-I, LIMITED PARTNERSHIP, its Member
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Shreveport, LLC and Manager of OSI Restaurant Partners, LLC, the Sole Member of Carrabba’s Italian Grill, LLC, the General Partner of Carrabba’s/Dallas-I, Limited Partnership, the Member of Shreveport	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008

II-49

Signature	Title	Date
/S/    ANDREW BALSON         Andrew Balson	Manager of the Sole Member of the General Partner of the Member of Shreveport	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Sole Member of the General Partner of the Member of Shreveport	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Sole Member of the General Partner of the Member of Shreveport	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Sole Member of the General Partner of the Member of Shreveport	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Sole Member of the General Partner of the Member of Shreveport	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Sole Member of the General Partner of the Member of Shreveport	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Sole Member of the General Partner of the Member of Shreveport	May 9, 2008

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/ARIZONA-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-51

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/BIRCHWOOD, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-53

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/BOBBY PASTA, LIMITED PARTNERSHIP,
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-55

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/BROKEN ARROW, LIMITED PARTNERSHIP,
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008

II-57

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/CANTON, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008

II-59

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/CAROLINA-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008

II-61

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/CENTRAL FLORIDA-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-63

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/CHICAGO, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-65

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/COLORADO-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-67

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/CRESTVIEW HILLS, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008

II-69

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/DALLAS-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-71

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/DC-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008

II-73

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/FIRST COAST, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-75

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-76

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/GEORGIA-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-77

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-78

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/GREAT LAKES-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-79

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-80

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/GULF COAST-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-81

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-82

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/HEARTLAND-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008

II-83

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-84

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/KANSAS TWO-I, LIMITED PARTNERSHIP
By:	CARRABBA’S KANSAS, INC., its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director of Carrabba’s Kansas, Inc., the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the General Partner	May 9, 2008

II-85

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/KANSAS-I, LIMITED PARTNERSHIP
By:	CARRABBA’S KANSAS, INC., its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director of Carrabba’s Kansas, Inc., the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the General Partner	May 9, 2008

II-86

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008.

CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-87

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-88

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/MID EAST, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-89

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-90

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/MIDWEST-I, LIMITED PARTNERSHIP
By:	CARRABBA’S MIDWEST, INC., its General Partner
By:	/S/    PAUL E. AVERY
Name:	Paul E. Avery
Title:	President

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director of Carrabba’s Midwest, Inc., the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the General Partner	May 9, 2008

II-91

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/NEW ENGLAND, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-92

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-93

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/OHIO, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-94

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-95

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/OUTBACK, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-96

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-97

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/PENSACOLA, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-98

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-99

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/SECOND COAST, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-100

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-101

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S SOUTH FLORIDA-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-102

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-103

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/SOUTH TEXAS-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-104

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-105

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/SUN COAST, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-106

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-107

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/TEXAS, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-108

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-109

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/TRI STATE-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-110

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/     PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-111

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/TROPICAL COAST, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008

II-112

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-113

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/VIRGINIA, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-114

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-115

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/WEST FLORIDA-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-116

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-117

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/Z TEAM-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-118

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-119

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CARRABBA’S/Z TEAM TWO-I, LIMITED PARTNERSHIP
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-120

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-121

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger Designated Partner, LLC, and Manager of Cheeseburger in Paradise, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member	May 9, 2008

II-122

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER IN PARADISE OF KANSAS, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-123

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER IN PARADISE, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC and Manager of OS Tropical, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member	May 9, 2008

II-124

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER KANSAS DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger Kansas Designated Partner, LLC, and Director of Cheeseburger in Paradise of Kansas, Inc., the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the Member	May 9, 2008

II-125

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-BUCKEYE, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-126

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-DOWNER’S GROVE, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-127

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-ILLINOIS, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-128

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-KANSAS, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE OF KANSAS, INC., its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director of Cheeseburger in Paradise of Kansas, Inc., the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the General Partner	May 9, 2008

II-129

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-MARYLAND, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-130

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-MICHIGAN, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-131

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-NEBRASKA, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-132

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-NORTHERN NEW JERSEY, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-133

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-NORTHERN VIRGINIA, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-134

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-OHIO, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-135

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-SOUTH CAROLINA, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-136

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-SOUTH EASTERN PENNSYLVANIA, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-137

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-SOUTH FLORIDA, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-138

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-SOUTHERN NY, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-139

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-WEST NYACK, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-140

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

CHEESEBURGER-WISCONSIN, LIMITED PARTNERSHIP
By:	CHEESEBURGER IN PARADISE, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Cheeseburger in Paradise, LLC, the General Partner and Manager of OS Tropical, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager of the Member of the General Partner	May 9, 2008

II-141

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southlake, State of Texas, on May 9, 2008

CIGI BEVERAGES OF TEXAS, INC.
By:	/S/    STEVEN T. SHLEMON
Name:	Steven T. Shlemon
Title:	President and Secretary

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEVEN T. SHLEMON         Steven T. Shlemon	President, Secretary and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)	May 9, 2008

II-142

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sothlake, State of Texas, on May 9, 2008

CIGI HOLDINGS, INC.
By:	/S/    STEVEN T. SHLEMON
Name:	Steven T. Shlemon
Title:	President

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEVEN T. SHLEMON         Steven T. Shlemon	President (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) and Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director	May 9, 2008

II-143

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ellicott City, State of Maryland, on May 9, 2008

FREDERICK OUTBACK, INC.
By:	/S/    STEPHEN S. NEWTON
Name:	Stephen S. Newton
Title:	President, Secretary and Treasurer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEPHEN S. NEWTON         Stephen S. Newton	President, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 9, 2008

II-144

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

HEARTLAND OUTBACK, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-145

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

HEARTLAND OUTBACK-I, LIMITED PARTNERSHIP
By:	HEARTLAND OUTBACK, INC., its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director of Heartland Outback, Inc., the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the General Partner	May 9, 2008

II-146

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

HEARTLAND OUTBACK-II, LIMITED PARTNERSHIP
By:	HEARTLAND OUTBACK, INC., its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director of Heartland Outback, Inc., the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the General Partner	May 9, 2008

II-147

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 9, 2008

OBTEX HOLDINGS, INC.
By:	/S/    DIRK A. MONTGOMERY
Name:	Dirk A. Montgomery
Title:	President and Secretary

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	President, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 9, 2008

II-148

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS ASSET, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) and Director	May 9, 2008
/S/    KELLY B. LEFFERTS         Kelly B. Lefferts	Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director	May 9, 2008

II-149

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS CAPITAL, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    JOHN J. KOACH         John J. Koach	Director	May 9, 2008

II-150

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS DEVELOPERS, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of OS Developers, LLC and Manager of OSI Restaurant Partners, LLC, the Member of OS Realty, LLC, the Sole Member of OS Developers, LLC	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the Sole Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the Sole Member	May 9, 2008

II-151

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the Sole Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the Sole Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the Sole Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the Sole Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the Sole Member	May 9, 2008

II-152

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS MANAGEMENT, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) and Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-153

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS MORTGAGE HOLDINGS, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) and Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-154

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS REALTY, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of OS Realty, LLC and Manager of OSI Restaurant Partners, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member	May 9, 2008

II-155

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member	May 9, 2008

II-156

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS RESTAURANT SERVICES, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) and Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-157

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS SPEEDWAY, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of OS Speedway, LLC, and Director of Outback Catering, Inc., the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of OS Speedway, LLC, and Director of the Member	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the Member	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director of the Member	May 9, 2008

II-158

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OS TROPICAL, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of OS Tropical, LLC and Manager of OSI Restaurant Partners, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member	May 9, 2008

II-159

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member	May 9, 2008

II-160

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OSF/CIGI OF EVESHAM PARTNERSHIP
By:	OUTBACK/MID ATLANTIC-I, LIMITED PARTNERSHIP, its General Partner
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

OSF/CIGI OF EVESHAM PARTNERSHIP
By:	CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP, its General Partner
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

II-161

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, and Manager of OSI Restaurant Partners, LLC, the Member of Carrabba’s Italian Grill, LLC and Outback Steakhouse of Florida, LLC, the General Partners of Carrabba’s/Mid Atlantic-I, Limited Partnership, and Outback/Mid Atlantic-I, Limited Partnership, respectively, together the Partners	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) and Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partners of the Partners	May 9, 2008

II-162

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OSI GIFT CARD SERVICES, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of OSI Gift Card Services, LLC, and Manager of OSI Restaurant Partners, LLC, the Member of Outback Steakhouse of Florida, LLC, the Sole Member of OSI Gift Card Services, LLC	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) of OSI Gift Card Services, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the Sole Member	May 9, 2008

II-163

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the Sole Member	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the Sole Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the Sole Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the Sole Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the Sole Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the Sole Member	May 9, 2008

II-164

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OSI INTERNATIONAL, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of OS International, LLC and Manager of OSI Restaurant Partners, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member	May 9, 2008

II-165

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member	May 9, 2008

II-166

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK & CARRABBA’S OF NEW MEXICO, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President and Director (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director	May 9, 2008

II-167

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK ALABAMA, INC.
By:	/S/    DIRK A. MONTGOMERY
Name:	Dirk A. Montgomery
Title:	Chief Financial Officer, President and Treasurer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, President, Treasurer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) and Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director	May 9, 2008
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Director	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-168

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carrollton, State of Texas, on May 9, 2008

OUTBACK BEVERAGES OF TEXAS, INC.
By:	/S/    BLAISE HADLEY
Name:	Blaise Hadley
Title:	President and Secretary

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BLAISE HADLEY         Blaise Hadley	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    WALTER CERVIN         Walter Cervin	Vice President and Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Secretary and Director	May 9, 2008
/S/    MICHAEL YATES         Michael Yates	Director	May 9, 2008

II-169

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK CATERING COMPANY, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Manager of OSI Restaurant Partners, LLC, the Member of Outback Steakhouse of Florida, LLC, the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-170

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-171

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK CATERING COMPANY-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Manager of OSI Restaurant Partners, LLC, the Member of Outback Steakhouse of Florida, LLC, the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-172

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-173

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK CATERING DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Catering Designated Partner, LLC, and Director of Outback Catering, Inc., the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Catering Designated Partner, LLC, and Director of the Member	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the Member	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director of the Member	May 9, 2008

II-174

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK CATERING OF PITTSBURGH, LTD.
By:	OUTBACK CATERING, INC., its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Director of Outback Catering, Inc., the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) and Director of the General Partner	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the General Partner	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director of the General Partner	May 9, 2008

II-175

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK CATERING, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) and Director	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director	May 9, 2008

II-176

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Designated Partner, LLC, and Manager of OSI Restaurant Partners, LLC, the Member of Outback Steakhouse of Florida, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Designated Partner, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the Member	May 9, 2008

II-177

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the Member	May 9, 2008

II-178

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK INTERNATIONAL DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) Executive Officer) of Outback International Designated Partner, LLC, and Manager of OSI Restaurant Partners, LLC, the Member of OSI International, LLC, the General Partner of Outback Steakhouse International, L.P., the Sole Member of Outback International Designated Partner, LLC	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback International Designated Partner, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner of the Sole Member	May 9, 2008

II-179

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner of the Sole Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner of the Sole Member	May 9, 2008

II-180

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK KANSAS DESIGNATED PARTNER, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Kansas Designated Partner, LLC and Director of Heartland Outback, Inc., the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the Member	May 9, 2008

II-181

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Plata, State of Maryland, on May 9, 2008

OUTBACK OF ASPEN HILL, INC.
By:	/S/    STEPHEN S. NEWTON
Name:	Stephen S. Newton
Title:	President, Secretary, and Treasurer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEPHEN S. NEWTON         Stephen S. Newton	President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Manager of OSI Restaurant Partners, LLC, the Member of Outback Steakhouse of Florida, LLC, the Sole Shareholder	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the Sole Shareholder	May 9, 2008

II-182

Signature	Title	Date
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Manager of the Member of the Sole Shareholder	May 9, 2008

II-183

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Plata, State of Maryland, on May 9, 2008

OUTBACK OF GERMANTOWN, INC.
By:	/S/    STEPHEN S. NEWTON
Name:	Stephen S. Newton
Title:	President, Secretary, and Treasurer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEPHEN S. NEWTON         Stephen S. Newton	President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Manager of OSI Restaurant Partners, LLC, the Member of Outback Steakhouse of Florida, LLC, the Sole Shareholder	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the Sole Shareholder	May 9, 2008

II-184

Signature	Title	Date
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the Sole Shareholder	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Manager of the Member of the Sole Shareholder	May 9, 2008

II-185

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Plata, State of Maryland, on May 9, 2008

OUTBACK OF WALDORF, INC.
By:	/S/    STEPHEN S. NEWTON
Name:	Stephen S. Newton
Title:	President, Secretary, and Treasurer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEPHEN S. NEWTON         Stephen S. Newton	President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Director of Outback Steakhouse of Florida, LLC, the Sole Stockholder	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Director of the Sole Stockholder	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director of the Sole Stockholder	May 9, 2008
/S/    JOSEPH J. KADOW         Joseph J. Kadow	Director of the Sole Stockholder	May 9, 2008

II-186

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK SPORTS, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Manager (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Manager	May 9, 2008

II-187

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE INTERNATIONAL, L.P.
By:	OSI INTERNATIONAL, LLC, the General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of OSI International, LLC, the General Partner and Member of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-188

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-189

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE INTERNATIONAL, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Manager of OSI Restaurant Partners, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member	May 9, 2008

II-190

Signature	Title	Date
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member	May 9, 2008

II-191

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF CENTRAL FLORIDA, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-192

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-193

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF CENTRAL FLORIDA-II, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-194

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-195

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF DALLAS-I, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-196

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-197

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF DALLAS-II, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-198

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-199

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF FLORIDA, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) and Manager of OSI Restaurant Partners, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member	May 9, 2008

II-200

Signature	Title	Date
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member	May 9, 2008

II-201

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF HOUSTON-I, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-202

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-203

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF HOUSTON-II, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-204

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELL         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-205

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF INDIANAPOLIS, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-206

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-207

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF KENTUCKY, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-208

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-209

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF NORTH GEORGIA-I, L.P.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-210

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-211

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF NORTH GEORGIA-II, L.P.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-212

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J . Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLI         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-213

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF SOUTH CAROLINA, INC.
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer and Director (Principal Executive Officer)	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-214

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF SOUTH FLORIDA, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-215

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-216

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF SOUTH GEORGIA-I, L.P.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-217

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-218

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF SOUTH GEORGIA-II, L.P.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-219

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-220

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE OF WASHINGTON D.C., LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-221

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-222

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, State of Pennsylvania, on May 9, 2008

OUTBACK STEAKHOUSE WEST VIRGINIA, INC.
By:	/S/    STEPHEN S. NEWTON
Name:	Stephen S. Newton
Title:	President

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEPHEN S. NEWTON         Stephen S. Newton	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    PAUL E. AVERY         Paul E. Avery	Director	May 9, 2008

II-223

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK STEAKHOUSE-NYC, LTD.
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-224

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-225

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/ALABAMA-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-226

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-227

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/ALABAMA-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-228

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-229

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/BAYOU-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-230

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-231

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/BAYOU-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-232

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-233

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/BILLINGS, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-234

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-235

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/BLUEGRASS-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-236

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-237

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/BLUEGRASS-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-238

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-239

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/BUCKEYE-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-240

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-241

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/BUCKEYE-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-242

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-243

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/CARRABBA’S PARTNERSHIP
By:	OUTBACK/MID ATLANTIC-I, LIMITED PARTNERSHIP, its General Partner
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

OUTBACK/CARRABBA’S PARTNERSHIP
By:	CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP, its General Partner
By:	CARRABBA’S ITALIAN GRILL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

II-244

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Carrabba’s Italian Grill, LLC, and Manager of OSI Restaurant Partners, LLC, the Member of Carrabba’s Italian Grill, LLC and Outback Steakhouse of Florida, LLC, the General Partners of Carrabba’s/Mid Atlantic-I, Limited Partnership, and Outback/Mid Atlantic-I, Limited Partnership, respectively, together the Partners	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer, Senior Vice President (Principal Financial Officer and Principal Accounting Officer) and Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partners of the Partners	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partners of the Partners	May 9, 2008

II-245

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/CENTRAL MASS, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-246

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-247

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/CHARLOTTE-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-248

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-249

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/CHICAGO-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-250

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-251

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/CLEVELAND-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-252

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-253

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/CLEVELAND-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-254

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-255

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/DC, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-256

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-257

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/DENVER-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-258

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-259

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/DETROIT-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-260

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-261

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/EAST MICHIGAN, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-262

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-263

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/EMPIRE-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-264

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-265

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/HAWAII-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE INTERNATIONAL, LIMITED PARTNERSHIP, its General Partner
By:	OSI INTERNATIONAL, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of OSI International, LLC, the General Partner of Outback Steakhouse International, Limited Partnership, the General Partner of Outback/Hawaii-I, Limited Partnership, and Manager of OSI Restaurant Partners, LLC, the ultimate parent of the registrant	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of the General Partner of the General Partner	May 9, 2008

II-266

Signature	Title	Date
/S/    ANDREW BALSON         Andrew Balson	Manager of the ultimate parent of the registrant	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the ultimate parent of the registrant	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the ultimate parent of the registrant	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the ultimate parent of the registrant	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the ultimate parent of the registrant	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the ultimate parent of the registrant	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the ultimate parent of the registrant	May 9, 2008

II-267

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/HEARTLAND-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-268

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-269

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/HEARTLAND-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-270

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-271

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/INDIANAPOLIS-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-272

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-273

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/METROPOLIS-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-274

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-275

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/MID ATLANTIC-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-276

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-277

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/MIDWEST-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-278

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-279

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/MIDWEST-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-280

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-281

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/MISSOURI-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-282

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-283

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/MISSOURI-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-284

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-285

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/NEVADA-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-286

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-287

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/NEVADA-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-288

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-289

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/NEW ENGLAND-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-290

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-291

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/NEW ENGLAND-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-292

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-293

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/NEW YORK, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-294

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-295

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/NORTH FLORIDA-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-296

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-297

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/NORTH FLORIDA-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-298

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-299

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/PHOENIX-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-300

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-301

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/PHOENIX-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-302

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-303

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/SHENANDOAH-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-304

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-305

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/SHENANDOAH-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-306

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-307

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/SOUTH FLORIDA-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-308

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-309

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/SOUTHWEST GEORGIA, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-310

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-311

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/STONE-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-312

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-313

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/UTAH-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-314

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-315

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/VIRGINIA, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-316

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-317

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/WEST FLORIDA-I, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-318

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-319

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/WEST FLORIDA-II, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

II-320

Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

II-321

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

OUTBACK/WEST PENN, LIMITED PARTNERSHIP
By:	OUTBACK STEAKHOUSE OF FLORIDA, LLC, its General Partner
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Outback Steakhouse of Florida, LLC, the General Partner and Manager of OSI Restaurant Partners, LLC, the Member of the General Partner	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) of Outback Steakhouse of Florida, LLC	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member of the General Partner	May 9, 2008

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Signature	Title	Date
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member of the General Partner	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member of the General Partner	May 9, 2008
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member of the General Partner	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member of the General Partner	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member of the General Partner	May 9, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 9, 2008

PRIVATE RESTAURANT MASTER LESSEE, LLC
By:	/S/    A. WILLIAM ALLEN, III
Name:	A. William Allen, III
Title:	Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Dirk A. Montgomery and Joseph J. Kadow, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    A. WILLIAM ALLEN, III         A. William Allen, III	Chief Executive Officer (Principal Executive Officer) of Private Restaurant Master Lessee, LLC, and Manager of OSI Restaurant Partners, LLC, the Member	May 9, 2008
/S/    DIRK A. MONTGOMERY         Dirk A. Montgomery	Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer)	May 9, 2008
/S/    ANDREW BALSON         Andrew Balson	Manager of the Member	May 9, 2008
/S/    ROBERT D. BASHAM         Robert D. Basham	Manager of the Member	May 9, 2008
/S/    J. MICHAEL CHU         J. Michael Chu	Manager of the Member	May 9, 2008

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Signature	Title	Date
/S/    PHILIP LOUGHLIN         Philip Loughlin	Manager of the Member	May 9, 2008
/S/    MARK NUNNELLY         Mark Nunnelly	Manager of the Member	May 9, 2008
/S/    CHRIS T. SULLIVAN         Chris T. Sullivan	Manager of the Member	May 9, 2008
/S/    MARK VERDI         Mark Verdi	Manager of the Member	May 9, 2008

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EX-4.1

Exhibit 4.1

INDENTURE

Dated as June 14, 2007

Among

OSI RESTAURANT PARTNERS, LLC,

OSI CO-ISSUER, INC.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

10% SENIOR NOTES DUE 2015

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.03; 7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	7.06; 12.03
(c)	12.03
313(a)	2.05; 7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 12.02
(d)	7.06
314(a)	4.03; 12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A
(b)	6.07
(c)	2.12; 9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of this Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	34
Section 1.03	Incorporation by Reference of Trust Indenture Act	34
Section 1.04	Rules of Construction	35
Section 1.05	Acts of Holders	35
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating; Terms	37
Section 2.02	Execution and Authentication	38
Section 2.03	Registrar and Paying Agent	39
Section 2.04	Paying Agent To Hold Money in Trust	39
Section 2.05	Holder Lists	39
Section 2.06	Transfer and Exchange	39
Section 2.07	Replacement Notes	51
Section 2.08	Outstanding Notes	51
Section 2.09	Treasury Notes	52
Section 2.10	Temporary Notes	52
Section 2.11	Cancellation	52
Section 2.12	Defaulted Interest	52
Section 2.13	CUSIP Numbers	53
ARTICLE 3
REDEMPTION
Section 3.01	Notices to Trustee	53
Section 3.02	Selection of Notes To Be Redeemed or Purchased	53
Section 3.03	Notice of Redemption	54
Section 3.04	Effect of Notice of Redemption	54
Section 3.05	Deposit of Redemption or Purchase Price	55
Section 3.06	Notes Redeemed or Purchased in Part	55
Section 3.07	Optional Redemption	55
Section 3.08	Mandatory Redemption	56
Section 3.09	Offers To Repurchase by Application of Excess Proceeds	56

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		Page
	ARTICLE 4
	COVENANTS
Section 4.01	Payment of Notes	58
Section 4.02	Maintenance of Office or Agency	58
Section 4.03	Reports and Other Information	59
Section 4.04	Compliance Certificate	60
Section 4.05	Taxes	61
Section 4.06	Stay, Extension and Usury Laws	61
Section 4.07	Limitation on Restricted Payments	61
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	69
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	70
Section 4.10	Asset Sales	76
Section 4.11	Transactions with Affiliates	78
Section 4.12	Liens	80
Section 4.13	Corporate Existence	81
Section 4.14	Offer to Repurchase Upon Change of Control	81
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	83
Section 4.16	Limitation on Activities of the Co-Issuer	84
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	84
Section 5.02	Successor Corporation Substituted	86
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	86
Section 6.02	Acceleration	88
Section 6.03	Other Remedies	89
Section 6.04	Waiver of Past Defaults	89
Section 6.05	Control by Majority	89
Section 6.06	Limitation on Suits	90
Section 6.07	Rights of Holders of Notes To Receive Payment	90
Section 6.08	Collection Suit by Trustee	90
Section 6.09	Restoration of Rights and Remedies	90
Section 6.10	Rights and Remedies Cumulative	91
Section 6.11	Delay or Omission Not Waiver	91
Section 6.12	Trustee May File Proofs of Claim	91
Section 6.13	Priorities	91
Section 6.14	Undertaking for Costs	92

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		Page
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	92
Section 7.02	Rights of Trustee	93
Section 7.03	Individual Rights of Trustee	94
Section 7.04	Trustee’s Disclaimer	94
Section 7.05	Notice of Defaults	94
Section 7.06	Reports by Trustee to Holders of the Notes	95
Section 7.07	Compensation and Indemnity	95
Section 7.08	Replacement of Trustee	96
Section 7.09	Successor Trustee by Merger, etc.	97
Section 7.10	Eligibility; Disqualification	97
Section 7.11	Preferential Collection of Claims Against Co-Issuers	97
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option To Effect Legal Defeasance or Covenant Defeasance	97
Section 8.02	Legal Defeasance and Discharge	97
Section 8.03	Covenant Defeasance	98
Section 8.04	Conditions to Legal or Covenant Defeasance	98
Section 8.05	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	100
Section 8.06	Repayment to Co-Issuers	100
Section 8.07	Reinstatement	100
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	101
Section 9.02	With Consent of Holders of Notes	102
Section 9.03	Compliance with Trust Indenture Act	103
Section 9.04	Revocation and Effect of Consents	103
Section 9.05	Notation on or Exchange of Notes	104
Section 9.06	Trustee To Sign Amendments, etc.	104
Section 9.07	Payment for Consent	104
ARTICLE 10
GUARANTEES
Section 10.01	Guarantee	105
Section 10.02	Limitation on Guarantor Liability	106
Section 10.03	Execution and Delivery	106
Section 10.04	Subrogation	107
Section 10.05	Benefits Acknowledged	107

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		Page
Section 10.06	Release of Guarantees	107
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge	108
Section 11.02	Application of Trust Money	109
ARTICLE 12
MISCELLANEOUS
Section 12.01	Trust Indenture Act Controls	109
Section 12.02	Notices	109
Section 12.03	Communication by Holders of Notes with Other Holders of Notes	110
Section 12.04	Certificate and Opinion as to Conditions Precedent	110
Section 12.05	Statements Required in Certificate or Opinion	111
Section 12.06	Rules by Trustee and Agents	111
Section 12.07	No Personal Liability of Managers, Directors, Officers, Employees and Stockholders	111
Section 12.08	Governing Law	111
Section 12.09	Waiver of Jury Trial	111
Section 12.10	Force Majeure	112
Section 12.11	No Adverse Interpretation of Other Agreements	112
Section 12.12	Successors	112
Section 12.13	Severability	112
Section 12.14	Counterpart Originals	112
Section 12.15	Table of Contents, Headings, etc.	112
Section 12.16	Qualification of Indenture	112
EXHIBITS
Exhibit A	Form of Senior Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of June 14, 2007, among OSI Restaurant Partners, LLC, a Delaware limited liability company (“OSI”), OSI Co-Issuer, Inc., a Delaware corporation (“Co-Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, as Trustee.

W I T N E S S E T H

WHEREAS, OSI and Co-Issuer have duly authorized the creation of an issue of $550.0 million aggregate principal amount of 10% Notes due 2015 (the “Initial Notes”);

WHEREAS, OSI, Co-Issuer and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, OSI, Co-Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or amalgamating with or into, or becoming a Restricted Subsidiary of, such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes issued in exchange for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at June 15, 2011 (such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through June 15, 2011 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the then outstanding principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law);

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business (it being understood that the sale of inventory or goods (or other assets) in bulk in connection with the closing of any number of retail locations in the ordinary course of business shall be considered a sale in the ordinary course of business);

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.07 hereof or the making of any Permitted Investment;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $20.0 million;

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(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(h) any issuance or sale of (i) Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary and (ii) Equity Interests in Employment Participation Subsidiaries to restaurant employees of, and development partners with, the Issuer and its Restricted Subsidiaries;

(i) foreclosures on or expropriations of assets;

(j) any disposition of Securitization Assets, or participations therein, in connection with any Qualified Securitization Financing, or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business;

(k) the granting of a Lien that is permitted under Section 4.12;

(l) the sale or issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by Section 4.09;

(m) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation, and/or development of real property) by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by this Indenture; and

(n) any disposition of property and assets in connection with the Transactions.

“Bank Products” means any services or facilities on account of credit or debit cards, purchase cards or merchant services constituting a line of credit.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“board of directors” or “board of managers” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the board of directors or functional equivalent of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing, or, in each case, any duly authorized committee of such body.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, shares in the capital of such corporation;

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(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks, and in each case in a currency permitted under clause (1) or (2) above;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above, and in each case in a currency permitted under clause (1) or (2) above;

(6) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof, and in each case in a currency permitted under clause (1) or (2) above;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof and in a currency permitted under clause (1) or (2) above;

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(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(9) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or higher from Moody’s with maturities of 24 months or less from the date of acquisition and in each case in a currency permitted under clause (1) or (2) above;

(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s and in each case in a currency permitted under clause (1) or (2) above;

(11) investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (10) above;

(12) with respect to any Foreign Subsidiary of the Issuer, instruments and investments correlative in type, maturity and rating to those referred to in clauses (1) to (11) above denominated in local currencies of the jurisdictions in which such Foreign Subsidiary conducts its business; and

(13) credit card receivables and debit card receivables so long as such are considered cash equivalents under GAAP and are so reflected on the Issuer’s balance sheet.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than overdraft facilities): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.

“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person (other than (i) one or more Permitted Holders or (ii) any Wholly-Owned Subsidiary of the Issuer that is a Restricted Subsidiary and a Guarantor); or

(2) the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by (A) any Person (other than one or more Permitted Holders) or (B) Persons (other than one or more Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) acting, for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), as a group, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more

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of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Co-Issuer” is defined in the preamble hereto.

“Co-Issuers” means OSI and the Co-Issuer, collectively.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and debt discounts of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) penalties and interest related to taxes, (w) any Additional Interest with respect to the Notes, (x) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Securitization Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income actually received in cash for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, Transaction Expenses to the extent incurred on or prior to September 30, 2007, severance, relocation costs, Public Company Costs, catch-up or transition expenses for “Partner Equity Plans” to the extent relating to employee

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services rendered in prior periods, integration costs, pre-opening, opening, consolidation and closing costs for facilities (including restaurants), signing, retention or completion bonuses, transition costs, costs incurred in connection with acquisitions after the Issue Date, restructuring charges or reserves and curtailments or modifications to pension and postretirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions (including sales or other dispositions of assets under a Securitization Facility) other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period by such Person,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of Section 4.07 hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in such Person’s consolidated financial statements, including adjustments to the inventory, property, equipment, software, goodwill, intangible assets (including favorable and unfavorable leases and contracts), deferred revenue and debt resulting from the application of purchase accounting pursuant to GAAP in relation to the Transactions or any consummated acquisition or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment or conversion of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

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(9) any impairment charge or asset write-off or write-down, in each case, pursuant to GAAP and the amortization of intangibles and other assets (including alcoholic beverage licenses) arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation charge or expense, including any such charge or expense arising from the grant of stock appreciation or similar rights, stock options, restricted stock or other equity-incentive programs and any charge or expense related to deferred compensation or change of control payment obligations, buyout of employee options and employee bonus programs, to the extent (x) funded on or prior to the Issue Date or (y) otherwise not exceeding $15.0 million in the aggregate since the Issue Date, shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring costs incurred during such period as a result of any such transaction shall be excluded,

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded,

(13) any net gain or loss resulting from currency translation gains or losses related to currency remeasurements of Indebtedness (including any realized or unrealized net loss or gain resulting from hedge agreements for currency exchange risk) and any foreign currency translation gains or losses shall be excluded,

(14) any unrealized net gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Statement of Financial Accounting Standards No. 133 and related pronouncements shall be excluded,

(15) rent expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP) shall be excluded, and

(16) the amount of Tax Distributions made in respect of such period pursuant to clause (15)(b) of the second paragraph of Section 4.07 hereof shall be excluded.

In addition, to the extent not already included in the Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of the first paragraph of Section 4.07 hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted

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Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of Section 4.07 hereof.

“Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to (x) the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Qualified Securitization Financings) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP, less (y) the sum of (1) unrestricted cash and Cash Equivalents included on the consolidated balance sheet of the Issuer and any Restricted Subsidiaries as of such date and (2) all cash and Cash Equivalents held in, or credited to, the Capital Expenditures Account (as contemplated by the Senior Credit Facilities); provided that Indebtedness of the Issuer and its Restricted Subsidiaries under any revolving credit facility or line of credit as at any date of determination shall be determined using the Average Quarterly Balance of such Indebtedness for the most recently ended four fiscal quarters for which internal financial statements are available as of such date of determination (the “Reference Period”). For purposes hereof, (a) the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer, (b) “Average Quarterly Balance” means, with respect to any Indebtedness incurred by the Issuer or its Restricted Subsidiaries under a revolving facility or line of credit, the quotient of (x) the sum of each Individual Quarterly Balance for each fiscal quarter ended on or prior to such date of determination and included in the Reference Period divided by (y) 4, and (c) “Individual Quarterly Balance” means, with respect to any Indebtedness incurred by the Issuer or its Restricted Subsidiaries under a revolving credit facility or line of credit during any fiscal quarter of the Issuer, the quotient of (x) the sum of the aggregate outstanding principal amount of all such Indebtedness at the end of each day of such quarter month divided by (y) the number of days in such fiscal quarter.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

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(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Co-Issuers.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, as the case may be, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption, repurchase of, or collection or payment on, such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation of the Restricted Payments Basket.

“Designated Proceeds” means contributions made to the common equity of the Issuer by its direct parent company (other than contributions made with the cash proceeds from financing activities

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of such direct parent company or from other equity contributions to such parent or from dividends or other distributions or payments received by such parent from Other Parent Subsidiaries that are unrelated to the businesses conducted by the Other Parent Subsidiaries on the Issue Date after giving effect to the Transactions) designated as Designated Proceeds pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer prior to delivery of the financial statements for the quarter in which such contributions were received.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for Income Taxes of such Person and, without duplication, Tax Distributions made in respect of such period, in each case paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period plus realized and unrealized losses on Hedging Obligations plus bank fees and costs of surety bonds in connection with financing activities plus amounts excluded from Consolidated Interest Expense as set forth in clauses (v), (w), (x), (y) and (z) in the definition thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income, plus any financing fees, (including commitment, underwriting, funding, “rollover” and similar fees and commissions, discounts, yields and other fees, charges and amounts incurred in connection with the issuance or incurrence of Indebtedness and all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedging Obligations) and annual agency, unused line, or similar fees; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including

(i) such fees, expenses or charges related to the offering of the Notes, the Senior Credit Facilities and any Securitization Fees, and

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(ii) any amendment or other modification of the Notes, the Senior Credit Facilities and any Securitization Fees, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income; plus

(f) any other non-cash charges, including (i) any write-offs or write-downs, (ii) equity-based awards compensation expense including, but not limited to, charges arising from stock options, restricted stock or other equity incentive programs, (iii) losses on sales, disposals or abandonment of, or any impairment charges or asset write-off or write-down related to, intangible assets, long-lived assets and investments in debt and equity securities, (iv) all losses from investments recorded using the equity method, and (v) other non-cash charges, non-cash expenses or non-cash losses reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses and any other fees and expenses paid or accrued in such period to, or for the benefit of, the Investors and the Founders to the extent otherwise permitted under Section 4.11 hereof and deducted (and not added back) in such period in computing Consolidated Net Income; plus

(i) the amount of net cost savings projected by the Issuer in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken within 18 months after the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $20.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”); plus

(j) the amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Qualified Securitization Financing; plus

(k) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Restricted Payments Basket; plus

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(l) any net loss from disposed or discontinued operations; plus

(m) to the extent (1) covered by insurance under which the insurer has been properly notified and has affirmed or consented to coverage, expenses with respect to liability or casualty events or business interruption and (2) actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with the Transactions or an acquisition permitted under this Indenture; plus

(n) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(o) to the extent Consolidated Net Income is not otherwise increased thereby, Designated Proceeds received during such period;

(2) decreased (without duplication) by:

(a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus

(b) any net income from disposed or discontinued operations, and

(3) increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of FASB Interpretation No. 45 (Guarantees).

“Employment Participation Subsidiary” means a limited partnership or other entity that is a Restricted Subsidiary of the Issuer (i) which contracts to provide services to one or more other Subsidiaries of the Issuer which operate one or more restaurants, (ii) which engages in no other material business activities and has no material assets other than those related to clause (i) above and (iii) in which restaurant employees of the Issuer and its Subsidiaries have an equity ownership interest.

“Employment Participation Subsidiary Conversion” means the purchase by one or more Restricted Subsidiaries of the Issuer of the ownership interests of restaurant employees in limited partnership Subsidiaries of the Issuer existing as of the Issue Date and which operate restaurants and the simultaneous use of the proceeds of such purchase by such restaurant employees to acquire ownership interests in one or more Employment Participation Subsidiaries.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

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“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Issuer; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

(1) contributions to its common equity capital other than Designated Proceeds, and

(2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be (provided that contributions that otherwise qualify as Designated Proceeds but have not previously been designated as such will constitute Excluded Contributions if designated as Excluded Contributions pursuant to such Officer’s Certificate delivered prior to the delivery of the financial statements for the quarter in which such contributions were received), which are excluded from the calculation of the Restricted Payments Basket.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”),

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then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, amalgamations, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, amalgamations, mergers, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, amalgamation, merger, consolidation or discontinued operations that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operations had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger or consolidation (including the Transactions) or discontinued operations and the amount of income or earnings relating thereto, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, amalgamation, merger or consolidation (including the Transactions) or discontinued operations which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

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“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“Founders” means (i) Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon; (ii) the spouses, ancestors, siblings, descendants (including children or grandchildren by adoption) and the descendants of any of the siblings of the Persons referred to in clause (i); (iii) in the event of the incompetence or death of any of the Persons described in clauses (i) or (ii), such Person’s estate, executor, administrator or committee administering such estate; (iv) any trust created for the benefit of the Persons described in any of clauses (i) through (iii) or any trust for the benefit of any such trust; or (v) any Person Controlled by any of the Persons described in any of clauses (i) through (iv).

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. For purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Co-Issuers’ Obligations under this Indenture and the Notes.

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“Guarantor” means each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Income Taxes” means, with respect to any Person, the foreign, federal, state and local taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax and Texas margin tax) and withholding taxes of such Person.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit (other than commercial letters of credit) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

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provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of a Qualified Securitization Financing or (c) obligations in connection with the Specified Lease Transaction (whether obligations under leases by the Issuer and its Restricted Subsidiaries or Indebtedness of any Specified Lease Entity).

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” is defined in the recitals hereto.

“Initial Purchasers” means the initial purchasers listed in the Offering Memorandum under “Plan of Distribution.”

“Interest Payment Date” means June 15 and December 15 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or, in either case, an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

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“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“Investors” means Bain Capital Partners, LLC and Catterton Partners, each of their respective Affiliates and any investment funds advised or managed by any of the foregoing, but not including, however, any portfolio companies of any of the foregoing.

“Issue Date” means June 14, 2007.

“Issuer” means OSI; provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Issuer” shall be deemed to mean the board of managers or directors of the Issuer when the fair market value is equal to or in excess of $50.0 million (unless otherwise expressly stated).

“Issuer Order” means a written request or order signed on behalf of the Co-Issuers by one Officer for each of the Co-Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Co-Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Co-Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

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“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) secured by a Lien on the assets disposed of required (other than required by clause (1) of the second paragraph of Section 4.10 hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated June 8, 2007, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer, the Co-Issuer or a Guarantor, as the case may be.

“Officer’s Certificate” means a certificate signed on behalf of the Co-Issuers by one Officer for each of the Co-Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

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“OSI” is defined in the preamble hereto.

“Other Parent Subsidiaries” means Subsidiaries of the direct parent company of the Issuer other than the Issuer and its Restricted Subsidiaries.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Net Proceeds received must be applied in accordance with Section 4.10 hereof.

“Permitted Holders” means each of the Investors, the Founders and members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors, Founders and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies. Any person or group whose acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of Section 4.14 hereof (or would result in a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with Section 4.14 hereof) will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged, amalgamated or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the first paragraph of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

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(5) any Investment existing on the Issue Date and any extension, modification, replacement or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date (or as subsequently amended or otherwise modified in a manner not disadvantageous to the Holders of the Notes in any material respect);

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of the definition of Permitted Debt;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $50.0 million and (y) 2.5% of Total Tangible Assets at the time such Investment is made (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under the Restricted Payments Basket;

(10) guarantees (including Guarantees) of Indebtedness of the Issuer or any Restricted Subsidiary permitted under Section 4.09 hereof, performance guarantees and Contingent Obligations in the ordinary course of business and the creation of liens on the assets of the Issuer or any of its Restricted Subsidiaries in compliance with Section 4.12 hereof;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of Section 4.11 hereof (except transactions described in clauses (2), (5) and (9) of the second paragraph of Section 4.11 hereof);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do

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not consist of, or have not been subsequently sold or transferred for, cash or marketable securities), not to exceed $75.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Securitization Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Qualified Securitization Financing;

(15) advances to, or guarantees of Indebtedness of, employees, officers, members of the board of managers or directors and consultants not in excess of $15.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to officers, members of the board of managers or directors, employees and consultants for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof or to restaurant employees to fund such Person’s purchase of Equity Interests of an Employment Participation Subsidiary in the ordinary course of business;

(17) repurchases, redemptions and other acquisitions of Equity Interests in Employment Participation Subsidiaries held by current or former restaurant employees of, and development partners with, the Issuer or any of its Restricted Subsidiaries; and

(18) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons.

“Permitted Liens” means, with respect to any Person:

(1) pledges, deposits or security by such Person under worker’s compensation laws, unemployment insurance, employers’ health tax and other social security laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property that the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

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(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date;

(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (18), (19) or (22) of the definition of Permitted Debt; provided that Liens securing Indebtedness permitted to be incurred pursuant to such clause (18) extend only to the assets or stock of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to such clause (19) are solely on acquired property or the assets or stock of the acquired entity, as the case may be;

(7) Liens existing on the Issue Date;

(8) Liens existing on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(9) Liens existing on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger, amalgamation or consolidation; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations and Cash Management Services so long as the related Indebtedness is permitted to be incurred under this Indenture;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;

(17) Liens on Securitization Assets and related assets incurred in connection with a Qualified Securitization Financing;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under such clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;

(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) of Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(23) Liens deemed to exist in connection with Investments in repurchase agreements or other Cash Equivalents permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement or other Cash Equivalent;

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(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(26) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;

(27) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(28) restrictive covenants affecting the use to which real property may be put; provided, however, that the covenants are complied with;

(29) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(30) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; and

(32) customary transfer restrictions and purchase options in joint venture and similar agreements.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Public Company Costs” shall mean costs relating to compliance with the Sarbanes-Oxley Act of 2002, as amended, and other expenses arising out of or incidental to the Issuer’s status as a public company or issuer of publicly held securities, including costs, fees and expenses (including legal,

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accounting and other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act, as applicable to companies with equity securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, board compensation, fees and expense reimbursement, shareholder meetings and reports to shareholders, directors and officers’ insurance and other executive costs, any registration statement, or registered exchange offer, in respect of any Notes, legal and other professional fees, and listing fees, in each case incurred or accrued prior to the effectiveness of such registration statement or the consummation of such exchange offer and that will not continue to be incurred immediately after such effectiveness or consummation.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

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

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

“Qualified Securitization Financing” means any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the board of managers or directors of the Issuer shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Issuer or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Issuer), (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings and (iv) the Obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary). The grant of a security interest in any Securitization Assets of the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Senior Credit Facilities shall not be deemed a Qualified Securitization Financing.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the applicable security publicly available, another nationally recognized statistical rating agency or agencies, as the case may be, that rates such security and makes such rating publicly available.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means the June 1 and December 1 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means (i) the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Co-Issuers, the Guarantors and the Initial Purchasers and (ii) any other registration rights agreement entered into in connection with the issuance of Additional Notes in a private offering by the Co-Issuers after the Issue Date.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

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“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, 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.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

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“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Asset” means any accounts receivable, real estate asset, mortgage receivables or related assets, in each case subject to a Securitization Facility.

“Securitization Facility” means any of one or more securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Issuer or any of its Restricted Subsidiaries sells its Securitization Assets to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells Securitization Assets to a Person that is not a Restricted Subsidiary.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Securitization Financing.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.

“Senior Credit Facilities” means the credit facilities provided under the Credit Agreement, to be entered into as of the Issue Date by and among the Issuer, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank AG New York Branch, as Administrative Agent, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

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“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is a reasonable extension, development or expansion of any of the foregoing or is similar, reasonably related, incidental or ancillary thereto.

“Specified Lease Entity” means (i) one or more non-Subsidiary Affiliates of the Issuer, which is a Wholly-Owned Subsidiary of the direct parent company of the Issuer, to which the Issuer and/or its Restricted Subsidiaries has sold, transferred or assigned (or will sell, transfer or assign) in the Specified Lease Transactions certain real property interests and improvements, and (ii) their direct and indirect parent companies; provided that any direct or indirect parent entity of the Issuer shall not be a Specified Lease Entity.

“Specified Lease Transactions” means the sale, transfer or assignment of real property interests, including improvements thereon, operated by the Issuer or its Restricted Subsidiaries as restaurants, substantially all of the net proceeds of which are substantially concurrently therewith applied to finance the Transactions or to refinance any interim or other financing used to finance the Transactions, to the extent that the Issuer or a Restricted Subsidiary has leased such real property interests, including improvements thereon, or otherwise arranged for the rights to use and operate such properties.

“Sponsor Management Agreement” means the management agreements and financial advisory agreements between certain of the management companies associated with certain of the Investors and the Issuer, as in effect on the Issue Date and as amended, supplemented, amended and restated, replaced or otherwise modified from time to time; provided, however, that the terms of any such amendment, supplement, amendment and restatement or replacement agreement are not, taken as a whole, less favorable to the holders of the Notes in any material respect than the original agreement in effect on the Issue Date.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

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“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Tax Distributions” means any distribution described in clause (15)(b) of the second paragraph of Section 4.07 hereof.

“Total Tangible Assets” means, as of any date, the total tangible assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries.

“Transaction Agreement” means the Agreement and Plan of Merger dated as of November 5, 2006, among Kangaroo Holdings, Inc., Kangaroo Acquisition, Inc. and the Issuer, as amended on May 21, 2007 and as the same may be further amended from time to time.

“Transaction Expenses” means any fees or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the Transactions, including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options, restricted stock and deferred compensation.

“Transactions” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes, the borrowings under the Senior Credit Facilities, the Specified Lease Transactions, the conversion of the Issuer and any of its Subsidiaries from corporations to limited liability companies, intercompany restructurings and reorganizations to effect or facilitate the Transactions (including the Employment Participation Subsidiary Conversion), each as in effect on the Issue Date, the application of proceeds therefrom as set forth in the Offering Memorandum under “Use of Proceeds” (including the purchase of the Founder’s non-rollover equity in a sale transaction consummated immediately prior to the completion of the merger contemplated in connection with the Transaction Agreement) and the consummation of any other transactions in connection with the foregoing.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published

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in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to June 15, 2011; provided, however, that if the period from the Redemption Date to June 15, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

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The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Test; or

(2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of managers or directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or managers of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more Wholly-Owned Subsidiaries of such Person.

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Section 1.02 Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10
“Authentication Order”	2.02
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“Covenant Ratio Test”	4.09
“Coverage Ratio Test”	4.09
“DTC”	2.03
“Event of Default”	6.01	(a)
“Excess Proceeds”	4.10
“incur” or “incurrence”	4.09
“Legal Defeasance”	8.02
“Note Register”	2.03
“Offer Amount”	3.09	(b)
“Offer Period”	3.09	(b)
“Pari Passu Indebtedness”	4.10
“Paying Agent”	2.03
“Permitted Debt”	4.09
“Purchase Date”	3.09	(b)
“Redemption Date”	3.07	(a)
“Refinancing Indebtedness”	4.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Restricted Payments”	4.07
“Restricted Payments Basket”	4.07
“Second Commitment”	4.10
“Successor Company”	5.01	(a)
“Successor Person”	5.01	(c)
“Treasury Capital Stock”	4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Co-Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

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Section 1.04 Rules of Construction.

Unless the context otherwise requires:

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

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

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(i) words used herein implying any gender shall apply to both genders;

(j) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”;

(k) the principal amount of any non-interest 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;

(l) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and

(m) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Co-Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture

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and (subject to Section 7.01) conclusive in favor of the Trustee and the Co-Issuers, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Co-Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Co-Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Co-Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC, that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Person that is the Holder of a Global Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Co-Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

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ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples of $1,000 in excess of $1,000.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Co-Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from each Co-Issuer.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent

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Global Note 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 the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Co-Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Co-Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Co-Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Co-Issuers’ ability to issue Additional Notes shall be subject to the Co-Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer for each of the Co-Issuers shall execute the Notes on behalf of the Co-Issuers by manual or facsimile signature.

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

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Co-Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each

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reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Co-Issuers.

Section 2.03 Registrar and Paying Agent.

The Co-Issuers shall maintain an office or agency for the Notes where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency for the Notes where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Co-Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Co-Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Co-Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Co-Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

The Co-Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Co-Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent To Hold Money in Trust.

The Co-Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Co-Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Co-Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder 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 all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Co-Issuers shall furnish to the Trustee at least two 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 the Holders of Notes and the Co-Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest

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in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Co-Issuers within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration

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of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Co-Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Co-Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

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(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Co-Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Co-Issuers or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

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(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Co-Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Co-Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the

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form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Co-Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

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(E) if such Restricted Definitive Note is being transferred to the Co-Issuers or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Co-Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

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(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Co-Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Co-Issuers;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

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(C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Co-Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Co-Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Co-Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Co-Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

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(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE CO-ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE CO-ISSUERS SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED

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HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE CO-ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE CO-ISSUERS OR THEIR RESPECTIVE 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

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(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Co-Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Co-Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Co-Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Co-Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Co-Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Co-Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Co-Issuers shall be affected by notice to the contrary.

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(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Co-Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Co-Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Co-Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Co-Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Co-Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Co-Issuers to protect the Co-Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Co-Issuers may charge for its expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Co-Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Co-Issuers or an Affiliate of the Co-Issuers holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

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Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Co-Issuers, or by any Affiliate of the Co-Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Co-Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Co-Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Co-Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Co-Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes (subject to the record retention requirement of the Exchange Act) in its customary manner. Certification of the disposal of all cancelled Notes shall be delivered to the Issuer upon its request therefor. The Co-Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Co-Issuers default in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Co-Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Co-Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Co-Issuers of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the

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name and at the expense of the Co-Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP Numbers.

The Co-Issuers in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Co-Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Co-Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Notes and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes To Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Co-Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; no Notes of $1,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

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Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Co-Issuers shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address or shall otherwise deliver on such timeframe such notice in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

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

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

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

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

(f) that, unless the Co-Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) 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 Notes; and

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

At the Co-Issuers’ request, the Trustee shall give the notice of redemption in the Co-Issuers’ name and at their expense; provided that the Co-Issuers shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall

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be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Co-Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Co-Issuers any money deposited with the Trustee or the Paying Agent by the Co-Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Co-Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Co-Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Co-Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Co-Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

(a) At any time prior to June 15, 2011, the Co-Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) Until June 15, 2010, the Co-Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including the aggregate principal amount of Notes issued after the Issue Date), upon notice provided as described in Section 3.03 hereof, at a redemption price equal to 110.000% of the aggregate principal amount thereof, plus accrued and unpaid

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interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes that are issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to such redemption, and any such redemption or notice may, at the Co-Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(c) Except pursuant to Sections 3.07(a) and (b), the Notes will not be redeemable at the Issuer’s option before June 15, 2011.

(d) On and after June 15, 2011, the Co-Issuers may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below:

Year	Percentage
2011	105.000	%
2012	102.500	%
2013 and thereafter	100.000	%

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Co-Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offers To Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Co-Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Co-Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding

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the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Co-Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Co-Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Co-Issuers, the Depositary or the Paying Agent, as the case may be, receive, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Co-Issuers, or, if so elected by the Co-Issuers, the agent for such Pari Passu Indebtedness, shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Co-Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions

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thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Co-Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Co-Issuers for purchase, and the Co-Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Co-Issuers to the Holder thereof. The Co-Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Co-Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Co-Issuers or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Co-Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period if payment is so made on such Business Day.

The Co-Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Co-Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Co-Issuers shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Co-

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Issuers in respect of the Notes and this Indenture may be served. The Co-Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Co-Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Co-Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Co-Issuers of their obligation to maintain an office or agency for such purposes. The Co-Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Co-Issuers hereby initially designate the office of the Trustee located at 213 Court Street, Suite 703, Middletown, CT 06457, Attention: Joseph P. O’Donnell, Vice President, as one such office or agency of the Co-Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC within 15 days after the dates set forth below:

(1) within 90 days after the end of each fiscal year (105 days for the fiscal year ending December 31, 2007), annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (75 days for the fiscal quarter ending June 30, 2007 and September 30, 2007), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act beginning on and after the Issue Date;

in each case, in a manner that complies in all material respects with the requirements specified in such form. Notwithstanding the foregoing, the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing or (ii) prior to the consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, so long as if clause (i) or (ii) is applicable the Issuer makes available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case, at the Issuer’s expense and by the applicable date the Issuer would be required to file such information pursuant to the immediately preceding sentence. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with

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respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer will deliver the financial statements and information of the type required to be delivered pursuant to clause (2) of the first sentence of this Section 4.03 with respect to the fiscal quarter ended June 30, 2007, which, notwithstanding the foregoing, shall not be required to give pro forma effect to the Transactions, shall not be required to contain financial statement footnote disclosure and shall not be required to contain consolidating financial data with respect to the Guarantor and non-Guarantor Subsidiaries of the type contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act or otherwise.

In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement or any other filing, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 4.04 Compliance Certificate.

(a) The Co-Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Co-Issuers and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Co-Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Co-Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture during such fiscal year and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Co-Issuers are taking or propose to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Co-Issuers or any Subsidiary gives any

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notice or takes any other action with respect to a claimed Default, the Co-Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Co-Issuers propose to take with respect thereto.

Section 4.05 Taxes.

The Co-Issuers shall pay or discharge, and shall cause each of the Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, lawful assessments, and governmental levies except such as are contested in good faith and by appropriate actions or where the failure to effect such payment or discharge is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Co-Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Co-Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant (to the extent that they may lawfully do so) that they shall not, by resort to any such law, 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 has been enacted.

Section 4.07 Limitation on Restricted Payments.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment having the effect thereof or any distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or

(b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities (or other Equity Interests) issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities (or other Equity Interests);

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(a) Indebtedness permitted under clauses (7) and (8) of the definition of “Permitted Debt”; or

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(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Test; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (6)(c), (9) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum (the “Restricted Payments Basket”) of (without duplication):

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) commencing April 1, 2007 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12) of the definition of “Permitted Debt”) from the issue or sale of:

(i) (A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, members of the board of managers or directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

(y) Designated Preferred Stock; and

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(B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt securities of the Issuer that have been converted into or exchanged for Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date other than (X) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12) of the definition of “Permitted Debt,” (Y) by a Restricted Subsidiary and (Z) from any Excluded Contributions; plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined by the Issuer in good faith or, if such fair market value may exceed $75.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets to the extent

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the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

The foregoing provisions shall not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer or any Subordinated Indebtedness of the Issuer or a Restricted Subsidiary, in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of, the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired and any reasonable fees (including any reasonable (as determined by the Issuer) tender premium and any defeasance costs related thereto) and expenses incurred in connection with such redemption, repurchase, defeased, exchange, acquisition or retirement and the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so repurchased, defeased, exchanged, redeemed, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired; and

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(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, exchanged, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, member of the board of managers or director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies, or any of their respective estates, spouses or former spouses pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Issuer or any direct or indirect parent company in connection with any such repurchase, retirement or other acquisition or retirement); provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $15.0 million (which shall increase to $30.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent company of the Issuer) with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $30.0 million in any calendar year (which shall increase to $60.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent company of the Issuer); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, members of the board of managers or directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of the Restricted Payments Basket, plus, in respect of any sale of Equity Interests in connection with an exercise of stock options, an amount equal to the amount required to be withheld by the Issuer or any of its direct or indirect parent companies in connection with such exercise under applicable law to the extent such amount is repaid to the Issuer or its direct or indirect parent company, as applicable, constituted a Restricted Payment and has not otherwise been applied to the payment of Restricted Payments by virtue of the Restricted Payments Basket; plus

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from employees, members of the board of managers or directors or consultants of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

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(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(6) (a) the declaration and payment of dividends and distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

(b) the declaration and payment of dividends and distributions to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends and distributions on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends and distributions on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities, not to exceed the greater of (x) $50.0 million and (y) 2.5% of Total Tangible Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends and distributions on the Issuer’s common Capital Stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common Capital Stock), following the consummation of the first public offering of the Issuer’s common Capital Stock or the common Capital Stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any public offering, other than public offerings with respect to the Issuer’s common Capital Stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

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(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) that are at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities) not to exceed $100.0 million;

(12) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Financing;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case with respect to any Restricted Payment to or owed to an Affiliate, to the extent permitted by Section 4.11 hereof, including any payments to holders of Equity Interests of the Issuer (immediately prior to giving effect to the Transaction) in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends or distributions by the Issuer to, or the making of loans to, any direct or indirect parent company in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) the amount any direct or indirect parent company of the Issuer would be required to pay in respect of Income Taxes attributable to the income of such direct or indirect parent company, the Issuer and its Restricted Subsidiaries and Other Parent Subsidiaries; provided, however, that in each case the amount of such payments in any tax year are reduced by Income Taxes required to be paid by such direct or indirect parent company arising from businesses that are unrelated to the businesses conducted by the Other Parent Subsidiaries on the Issue Date after giving effect to the Transactions (except Income Taxes attributable to the income of Unrestricted Subsidiaries shall not reduce such payments to the extent such payments would otherwise be reduced by such Income Taxes and amounts are received from Unrestricted Subsidiaries to pay such Income Taxes);

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(d) the general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

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(e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent company; and

(f) any Restricted Payment used to fund any transactions permitted by clauses (3), (4), (12) and (13) of Section 4.11.

(16) the distribution, by dividend or otherwise, of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash Equivalents);

(17) cash payments in lieu of the issuance of fractional shares or interests in connection with the exercise of warrants, options or other rights or securities convertible into exchangeable for Capital Stock of the Issuer or any direct or indirect parent company of the Issuer; provided that any such cash payment shall not be for the purpose of evading the limitation of this Section 4.07;

(18) the payment of dividends and other distributions in an amount equal to any reduction in taxes actually realized by the direct or indirect parent company, the Issuer and its Restricted Subsidiaries and Other Parent Subsidiaries in the form of refunds or credits or from deductions when applied to offset income or gain (or, without duplication, reductions in amounts otherwise permitted to be paid in clause (15)(b) above) as a direct result of (i) transaction fees and expenses, (ii) commitment and other financing fees or (iii) severance, change in control and other compensation expense incurred in connection with the exercise, repurchase, rollover or payout of stock options, Equity Interests, bonuses or deferred compensation, in each case in connection with the Transactions; and

(19) the Issuer may make additional Restricted Payments out of funds withdrawn from the “Capital Expenditures Account” contemplated under the Senior Credit Facilities in an aggregate amount not to exceed $100.0 million to the extent not prohibited by the Senior Credit Facilities;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (7), (11), (16) and (18) of this second paragraph of this Section 4.07, no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of the Issuer’s Subsidiaries are Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the provisions of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this Section 4.07 or under clause (7), (10), (11) or (16) of the second paragraph of this Section 4.07, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture.

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Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)(a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

(b) this Indenture and the Notes;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person (which includes the survivor of any merger to effect such acquisition) so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary (at its Subsidiaries and their assets, if applicable);

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

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(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

(j) customary provisions in any joint venture agreement and other similar agreement relating solely to such joint venture and its assets;

(k) customary provisions contained in leases, subleases, licenses or sublicenses and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(m) any other agreement governing Indebtedness entered into, or assumed or acquired, after the Issue Date that contains encumbrances and other restrictions that are, in the good faith judgment of the Issuer, no more restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than those encumbrances and other restrictions that are in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; and

(n) restrictions created in connection with any Qualified Securitization Financing that in the good faith determination of the Issuer are necessary or advisable to effect such Securitization Facility.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if (the “Coverage Ratio Test”) the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $75.0 million at any one time outstanding.

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The foregoing limitations will not apply to each of the following (collectively, “Permitted Debt”):

(1) Indebtedness incurred pursuant to the Senior Credit Facilities by the Issuer or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) and then outstanding does not exceed $1,560.0 million less up to $250.0 million in the aggregate of all principal payments with respect to such Indebtedness made following the Issue Date pursuant to clause (1) of Section 4.10;

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and exchange notes issued in respect of such Notes and any Guarantee thereof;

(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) above) or incurred pursuant to commitments in existence on the Issue date;

(4)(i) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock and Preferred Stock issued by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and (ii) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refund, refinance or replace any other Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (4); provided that the aggregate amount of Indebtedness incurred and Disqualified Stock and Preferred Stock issued pursuant to clauses (i) and (ii) of this clause (4) does not exceed at any one time outstanding the greater of (x) $75.0 million (y) 3.75% of Total Tangible Assets at the time incurred;

(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(a) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

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(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10)(x) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk, and (y) Indebtedness in respect of Cash Management Services to the extent customary for similarly situated businesses or otherwise in the ordinary course of business;

(11) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(12) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries and Designated Proceeds) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07 hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges

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pursuant to the second paragraph of Section 4.07 hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof);

(13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or issuance by the Issuer or any Restricted Subsidiary of Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this Section 4.09 hereof and clauses (2), (3) and (12) of this Section 4.09, this clause (13) and clause (14) of the second paragraph of this Section 4.09 or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay premiums (including tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(c) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (a) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under the Senior Credit Facilities;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or amalgamated or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger, amalgamation or consolidation, either

(a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Test, or

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(b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately prior to such acquisition, merger, amalgamation or consolidation;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17)(a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with Section 4.15 hereof;

(18) Indebtedness of Foreign Subsidiaries of the Issuer incurred not to exceed, together with any other Indebtedness incurred under this clause (18) at any one time outstanding, $75.0 million (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this Section 4.09 from and after the first date on which the applicable Foreign Subsidiary could have incurred such Indebtedness under the first paragraph of this Section 4.09 without reliance on this clause (18));

(19)(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred or issued to finance or assumed in connection with an acquisition and (ii) Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock and Preferred Stock permitted under this clause (19), in each case, in a principal amount not to exceed, together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (19), $75.0 million in the aggregate at any one time outstanding (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes of the first paragraph of this Section 4.09 from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock under the first paragraph of this Section 4.09 without reliance on this clause (19));

(20) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business;

(21) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries (i) to current or former officers, members of the board of managers or directors, employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (4) of Section 4.07 or (ii) current or former employees, and development partners, of the Issuer and its Restricted

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Subsidiaries, in each case, issued as consideration in respect of repurchases, redemptions or acquisitions of Equity Interests in Employment Participation Subsidiaries permitted under clause (17) of the definition of “Permitted Investment” in the ordinary course of business consistent with past practice; and

(22) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (22), does not at any one time outstanding exceed $100.0 million (it being understood that any Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (22) shall cease to be deemed incurred or outstanding for purposes of this clause (22) but shall be deemed incurred for the purposes of the first paragraph of this Section 4.09 from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this Section 4.09 without reliance on this clause (22)).

For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of the definition of “Permitted Debt” or is entitled to be incurred pursuant to the Coverage Ratio Test, the Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses provided; that all Indebtedness outstanding under the term loan portion of the Senior Credit Facilities on the Issue Date shall at all times be deemed to be outstanding in reliance on clause (1) of the definition of “Permitted Debt”; and

(2) at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs of this Section 4.09.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

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The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be.

For purposes of this Indenture, (1) Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) senior indebtedness is not deemed to be subordinated or junior to any other senior indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.10 Asset Sales.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Tangible Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose.

Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

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(1) to permanently reduce:

(a) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto;

(b) Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto;

(c) Obligations under other Indebtedness (other than Subordinated Indebtedness) (and to correspondingly reduce commitments with respect thereto), provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof, through openmarket purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, and Additional Interest, if any, on the amount of Notes that would otherwise be prepaid; or

(d) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary;

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in the case of each of (a), (b) and (c), used or useful in a Similar Business; or

(3) to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in the case of each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $40.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with

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the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $40.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Co-Issuers, or, if so elected by the Co-Issuers, the agent for such Pari Passu Indebtedness, shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered in accordance with Section 3.09. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion).

Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise use such Net Proceeds in any manner not prohibited by this Indenture.

The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Section 4.11 Transactions with Affiliates.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30.0 million, a resolution adopted by the majority of the board of managers or directors of the

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Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and Investments constituting Permitted Investments;

(3) the payment of management, consulting, monitoring, transaction and advisory fees and termination fees and related indemnities and expenses pursuant to the Sponsor Management Agreement as in effect on the Issue Date and any amendment, modification or replacement thereof or any similar agreement that is not, when taken as a whole, less favorable to the holders of the Notes in any material respect as compared to the Sponsor Management Agreement as in effect on the Issue Date (it being agreed, however, that termination fees (or similar amounts) payable upon the occurrence of an initial public offering or a Change of Control (or any events or circumstances of a substantially similar nature) not to exceed an amount equal to the present value (as determined (or pursuant to a determination agreed to) by the Issuer in good faith) of the aggregate amount of any fees that would otherwise have been payable under the Sponsor Management Agreement as in effect on the Issue Date during the stated term thereof shall in any event be permitted);

(4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements provided on behalf of, officers, members of the board of managers or directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on the Issue Date;

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(8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses, in each case as disclosed in the Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of managers or directors of the Issuer or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any direct or indirect parent of the Issuer or to any Permitted Holder or to any member of the board of managers or any director, officer, employee or consultant of the Issuer, any Subsidiary or any direct or indirect parent of the Issuer;

(11) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing;

(12) payments by the Issuer or any of its Restricted Subsidiaries to or for the benefit of any of the Investors or Founders made for any financial or transaction advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions, divestitures and securities offerings, which payments are approved by a majority of the board of managers or directors of the Issuer in good faith or are otherwise permitted by this Indenture (it being agreed that fees of up to 1.0% of the gross amount of any applicable transaction shall in any event be permitted);

(13) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans, restricted stock plans, bonus programs and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith; and

(14) investments by the Investors in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12 Liens.

The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured;

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except that the foregoing shall not apply to or restrict (a) Liens securing the Notes and the related Guarantees, (b) Liens securing (x) Indebtedness permitted to be incurred under Senior Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of the definition of “Permitted Debt” and (y) both (i) Indebtedness described in clause (x) or in respect of any Senior Credit Facilities secured by Liens pursuant to subclause (c) below or pursuant to clause (6) of the definition of “Permitted Liens” and (ii) obligations of the Issuer or any Guarantor in respect of any Bank Products or Cash Management Services provided by any lender, letter of credit issuer or agent party to any Senior Credit Facilities or any affiliate of such lender, letter of credit issuer or agent (or any Person that was a lender, letter of credit issuer or agent or an affiliate thereof at the time the applicable agreements pursuant to which such Bank Products or Cash Management Services are provided were entered into) and (c) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this subclause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.0 to 1.0.

Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) of this Section 4.12.

Section 4.13 Corporate Existence.

Subject to Article 5 hereof, the Co-Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect their limited liability company or corporate existence, as applicable, and the corporate, partnership, limited liability company or other existence of each of the Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Co-Issuers or any such Restricted Subsidiary; provided that, notwithstanding the foregoing, the Issuer may at any time change its existence to a corporation, including through a direct conversion in accordance with the laws of the State of Delaware or by means of a merger under Section 5.01(b)(2).

Section 4.14 Offer to Repurchase Upon Change of Control.

If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Co-Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

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(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Co-Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Co-Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $1,000 or an integral multiple thereof; and

(8) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Co-Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Co-Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Co-Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.

On the Change of Control Payment Date, the Co-Issuers shall, to the extent permitted by law,

(1) accept for payment all Notes issued by the Co-Issuers or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

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(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Co-Issuers.

The Co-Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Co-Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or guarantee all or a portion of the Senior Credit Facilities), other than a Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

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The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall only be required to comply with clauses (1) (other than with respect to any time period) and (2) of this Section 4.15.

Section 4.16 Limitation on Activities of the Co-Issuer.

The Co-Issuer may not hold any material assets, become liable for any material obligations, engage in any material trade or business, or conduct any material business activity, other than (1) the issuance of its Equity Interests to the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary of the Issuer, (2) the incurrence of Indebtedness under the Notes, the Senior Credit Facilities and any other Indebtedness that is permitted to be incurred by the Issuer under Section 4.09 and (3) activities incidental thereto; provided that the foregoing restrictions and limitations shall not apply upon (x) the merger or consolidation of the Co-Issuer with the Issuer (the survivor of which is a corporation organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof) or (y) the Issuer or any successor to the Issuer being or becoming a corporation organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof. So long as the Issuer or any successor to the Issuer under the Notes is an entity other than a corporation there shall be a co-issuer of the Notes that is a Wholly-Owned Subsidiary of the Issuer and a Restricted Subsidiary that is a corporation organized and existing under the laws of the United States, any state of the United States or any territory thereof.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation or limited liability company organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Test, or

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(b) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

The Successor Company shall succeed to, and be substituted for, the Issuer, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable.

(b) Clauses (3), (4), (5) and (6) of Section 5.01(a) hereof shall not apply to the merger contemplated by the Transaction Agreement. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and

(2) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating (including as contemplated by Section 4.13) the Issuer in a State of the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

(c) No Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (a) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after such transaction, no Default exists; and

(d) the Issuer shall have delivered to the Trustee an Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

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(2) the transaction is made in compliance with clauses (1) and (2) of the first paragraph of Section 4.10 hereof.

(d) Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or with or wind up into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuers in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Co-Issuers is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead to the successor corporation and not to the Co-Issuers), and may exercise every right and power of the Co-Issuers under this Indenture with the same effect as if such successor Person had been named as the Co-Issuers herein; provided that the predecessor Co-Issuers shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all of the Co-Issuers’ assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be 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):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

(3) failure by the Co-Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

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(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay any principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

(5) failure by the Issuer or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) the Co-Issuers or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

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

(v) generally is not paying its debts as they become due;

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

(i) is for relief against the Co-Issuers or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Co-Issuers or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Co-Issuers or any of the Restricted Subsidiaries that is a Significant

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Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, or for all or substantially all of the property of the Co-Issuers or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary; or

(iii) orders the liquidation of the Co-Issuers or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, shall for any reason cease to be in full force and effect or any responsible officer of any Guarantor that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, as the case may be, denies that it has any further liability under its or their Guarantee(s) or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer, all outstanding Notes shall be due and payable immediately without further action or notice.

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The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured, waived, annulled or rescinded except nonpayment of principal interest, Additional Interest, if any, or premium that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and

(4) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances.

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, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note 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. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Section 6.05 Control by Majority.

Holders of a majority in principal amount of the then total outstanding Notes 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. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

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Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

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

Section 6.07 Rights of Holders of Notes To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), 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(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Co-Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Co-Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

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Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to 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 (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Co-Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such 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 to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.

If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

(i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

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(ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

(iii) to the Co-Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 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 a 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 and expenses, 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 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its 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 duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, 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 form required by this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

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

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

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction 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 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Co-Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon 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, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Co-Issuers, personally or by agent or attorney at the sole cost of the Co-Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate (from the Co-Issuers) or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Co-Issuers shall be sufficient if signed by an Officer of each Co-Issuer.

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(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, 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 for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) 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 and other Person employed to act hereunder.

(j) In the event the Co-Issuers are required to pay Additional Interest, the Co-Issuers will provide written notice to the Trustee of the Co-Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Co-Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Co-Issuers or any Affiliate of the Co-Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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 Notes, it shall not be accountable for the Co-Issuers’ use of the proceeds from the Notes or any money paid to the Co-Issuers or upon the Co-Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a

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Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each August 15, beginning with the August 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Co-Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

Section 7.07 Compensation and Indemnity.

The Co-Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Co-Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Co-Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Co-Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Co-Issuers or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Co-Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Co-Issuers shall not relieve the Co-Issuers of their obligations hereunder. The Co-Issuers shall defend the claim and the Trustee may have separate counsel and the Co-Issuers shall pay the fees and expenses of such counsel. The Co-Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Co-Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Co-Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

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When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Co-Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Co-Issuers in writing. The Co-Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Co-Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Co-Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Co-Issuers’ expense), the Co-Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Co-Issuers. 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 Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Co-Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

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Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Co-Issuers.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option To Effect Legal Defeasance or Covenant Defeasance.

The Co-Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Co-Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Co-Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Co-Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Co-Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

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(b) the Co-Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Co-Issuers’ obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Co-Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Co-Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Co-Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Co-Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Co-Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(7) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Co-Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;

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(2) in the case of Legal Defeasance, the Co-Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Co-Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, 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, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance 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;

(3) in the case of Covenant Defeasance, the Co-Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such 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;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, or any other material agreement or instrument (other than this Indenture) to which the Co-Issuers or any Guarantor is a party or by which the Co-Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

(6) the Co-Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Co-Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

(8) the Co-Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

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Section 8.05 Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Co-Issuers or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Co-Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Co-Issuers from time to time upon the request of the Co-Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Co-Issuers.

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Co-Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Co-Issuers on their request or (if then held by the Co-Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Co-Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Co-Issuers as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Co-Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Co-Issuers make any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Co-Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Co-Issuers, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

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

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in a transaction that complies with this Indenture;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, the Co-Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under this Indenture;

(11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Co-Issuers accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the

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Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Co-Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Co-Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Co-Issuers accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Co-Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Co-Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Co-Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

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(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change to this paragraph of this Section 9.02;

(8) impair the right of any Holder to receive payment of principal of, or interest on, such Holder’s Notes 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 Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders of the Notes.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms (or if silent as to effectiveness, on the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to such amendment, supplement or waiver) and thereafter binds every Holder.

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The Co-Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Co-Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee To Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. Neither the Issuer nor the Co-Issuer may sign an amendment, supplement or waiver until its board of directors (or a duly authorized committee thereof) (or, if applicable, board of managers) approves it. In executing any amendment, supplement or waiver, the Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Co-Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07 Payment for Consent.

The Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to or for the benefit of 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 Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

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ARTICLE 10

GUARANTEES

Section 10.01 Guarantee.

Subject to this Article 10, each of the Guarantors hereby fully, jointly and severally, irrevocably and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Co-Issuers hereunder or thereunder, that: (a) the principal of, and interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Co-Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Co-Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Co-Issuers, any right to require a proceeding first against the Co-Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Co-Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Co-Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

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Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Co-Issuers for liquidation, reorganization, should the Co-Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Co-Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03 Execution and Delivery.

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

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If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Co-Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Section 10.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Co-Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Co-Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Co-Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) (a) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with clauses (1) and (2) of the first paragraph of Section 4.10;

(b) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee under the Senior Credit Facilities;

(c) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(d) the Co-Issuers exercising Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or the Co-Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

(2) the Issuer delivering to the Trustee an Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

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ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Co-Issuers and the Co-Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

(C) the Co-Issuers have paid or caused to be paid all sums payable by it under this Indenture; and

(D) the Co-Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Co-Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

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Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Co-Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof 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 Co-Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Co-Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Co-Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 12.02 Notices.

Any notice or communication by the Issuer, the Co-Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer, the Co-Issuer and/or any Guarantor:

c/o OSI Restaurant Partners, LLC

2202 N. West Shore Boulevard, 5th Floor

Tampa, Florida 33607

Facsimile: (813) 282-1225

Attention: Chief Financial Officer

with a copy to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 253-0514

Attention: Craig E. Marcus, Esq.

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If to the Trustee:

Wells Fargo Bank, National Association

Corporate Trust Services

213 Court Street, Suite 703

Middletown, CT 06457

Telephone: (860) 704-6217

Facsimile: (860) 704-6219

Attention: Joseph P. O’Donnell

                  Vice President

The Issuer, the Co-Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; and, subject to compliance with the Trust Indenture Act, on the first date on which publication is made, if given by publication; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. 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 or otherwise delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If any Co-Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Co-Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Co-Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Co-Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

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(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

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

(b) 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;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

Section 12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Managers, Directors, Officers, Employees and Stockholders.

No past, present or future member of the board of managers or any director, officer, employee, incorporator, member, partner or stockholder of any Co- Issuer or any Guarantor or any of their direct or indirect parent companies (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.09 Waiver of Jury Trial.

EACH OF THE CO-ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

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ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 12.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Co-Issuers or any of the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors.

All agreements of the Co-Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 12.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart 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. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.

Section 12.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.16 Qualification of Indenture.

The Co-Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Co-Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Co-Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

-112-

OSI RESTAURANT PARTNERS, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery
	Title: Chief Financial Officer

OSI CO-ISSUER, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery
	Title: Chief Financial Officer

CARRABBA’S/ARIZONA-I, LIMITED PARTNERSHIP

CARRABBA’S/BIRCHWOOD, LIMITED PARTNERSHIP

CARRABBA’S/BROKEN ARROW, LIMITED PARTNERSHIP

CARRABBA’S/CANTON, LIMITED PARTNERSHIP

CARRABBA’S/CAROLINA-I, LIMITED PARTNERSHIP

CARRABBA’S/CENTRAL FLORIDA-I, LIMITED PARTNERSHIP

CARRABBA’S/CHICAGO, LIMITED PARTNERSHIP

CARRABBA’S/COLORADO-I, LIMITED PARTNERSHIP

CARRABBA’S/DALLAS-I, LIMITED PARTNERSHIP

CARRABBA’S/DC-I, LIMITED PARTNERSHIP

CARRABBA’S/FIRST COAST, LIMITED PARTNERSHIP

CARRABBA’S/GEORGIA-I, LIMITED PARTNERSHIP

CARRABBA’S/GREAT LAKES-I, LIMITED PARTNERSHIP

CARRABBA’S/GULF COAST-I, LIMITED PARTNERSHIP

CARRABBA’S/HEARTLAND-I, LIMITED PARTNERSHIP

CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP

CARRABBA’S/MID EAST, LIMITED PARTNERSHIP

CARRABBA’S/NEW ENGLAND, LIMITED PARTNERSHIP

CARRABBA’S/OHIO, LIMITED PARTNERSHIP

CARRABBA’S/OUTBACK, LIMITED PARTNERSHIP

CARRABBA’S/PENSACOLA, LIMITED PARTNERSHIP

CARRABBA’S/SECOND COAST, LIMITED PARTNERSHIP

CARRABBA’S/SOUTH FLORIDA-I, LIMITED PARTNERSHIP

CARRABBA’S/SOUTH TEXAS-I, LIMITED PARTNERSHIP

CARRABBA’S/SUN COAST, LIMITED PARTNERSHIP

CARRABBA’S/TEXAS, LIMITED PARTNERSHIP

CARRABBA’S/TRI STATE-I, LIMITED PARTNERSHIP

CARRABBA’S/TROPICAL COAST, LIMITED PARTNERSHIP

CARRABBA’S/VIRGINIA, LIMITED PARTNERSHIP

CARRABBA’S/WEST FLORIDA-I, LIMITED PARTNERSHIP

CARRABBA’S/Z TEAM TWO-I, LIMITED PARTNERSHIP

CARRABBA’S/Z TEAM-I, LIMITED PARTNERSHIP

By: CARRABBA’S ITALIAN GRILL, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

BILLABONG BEVERAGE COMPANY, INC.
By:	/s/ Walter L. Cervin
	Name: Walter L. Cervin Title: President

OUTBACK BEVERAGES OF WEST TEXAS, L.L.C.
By:	/s/ Thomas W. Kenney
	Name: Thomas W. Kenney Title: President

CARRABBA’S DESIGNATED PARTNER, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CARRABBA’S KANSAS DESIGNATED PARTNER, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CARRABBA’S MIDWEST DESIGNATED PARTNER, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CARRABBA’S/KANSAS TWO-I, LIMITED PARTNERSHIP

CARRABBA’S/KANSAS-I, LIMITED PARTNERSHIP

By: CARRABBA’S KANSAS, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer

CARRABBA’S OF BATON ROUGE, LLC
By:	/s/ James Potesta
	Name: James Potesta Title: Manager

CARRABBA’S/MIDWEST-I, LIMITED PARTNERSHIP

By: CARRABBA’S MIDWEST, INC., its general partner

By:	/s/ Paul E. Avery
	Name: Paul E. Avery Title: President

CARRABBA’S OF BOWIE, LLC

By: CARRABBA’S/DC-I, LIMITED PARTNERSHIP., its managing member

By: CARRABBA’S ITALIAN GRILL, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A. Montgomery Title: Chief Financial Officer, Senior Vice President

CIGI BEVERAGES OF TEXAS, INC.
By:	/s/ John Murphy
	Name: John Murphy Title: President

CIGI HOLDINGS, INC.
By:	/s/ Steven T. Shlemon
	Name: Steven T. Shlemon Title: President

FREDERICK OUTBACK, INC.
By:	/s/ Steve Newton
	Name: Steve Newton Title: President and Treasurer

HEARTLAND OUTBACK-I, LIMITED PARTNERSHIP

HEARTLAND OUTBACK-II, LIMITED PARTNERSHIP

By: HEARTLAND OUTBACK, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS ASSET, INC.
By:	/s/ Joseph J. Kadow
	Name: Joseph J. Kadow Title: Chief Officer–Legal and Corporate Affairs, Executive Vice President

OS CAPITAL, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS DEVELOPERS, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS MANAGEMENT, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS MORTGAGE HOLDINGS, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS REALTY, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS RESTAURANT SERVICES, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS TROPICAL, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK & CARRABBA’S OF NEW MEXICO, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A. Montgomery Title: Chief Financial Officer, Senior Vice President

A LA CARTE EVENT PAVILION, LTD.

OUTBACK CATERING OF PITTSBURGH, LTD.

By: OUTBACK CATERING, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK CATERING DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS SPEEDWAY, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK SPORTS, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK/HAWAII-I, LIMITED PARTNERSHIP

By: OUTBACK STEAKHOUSE INTERNATIONAL, L.P., its general partner

By: OSI INTERNATIONAL, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK INTERNATIONAL DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CHEESEBURGER-BUCKEYE, LIMITED PARTNERSHIP

CHEESEBURGER-DOWNER’S GROVE, LIMITED PARTNERSHIP

CHEESEBURGER-ILLINOIS, LIMITED PARTNERSHIP

CHEESEBURGER-MARYLAND, LIMITED PARTNERSHIP

CHEESEBURGER-MICHIGAN, LIMITED PARTNERSHIP

CHEESEBURGER-NEBRASKA, LIMITED PARTNERSHIP

CHEESEBURGER-NORTHERN NEW JERSEY, LIMITED PARTNERSHIP

CHEESEBURGER-NORTHERN VIRGINIA, LIMITED PARTNERSHIP

CHEESEBURGER-OHIO, LIMITED PARTNERSHIP

CHEESEBURGER-SOUTH CAROLINA, LIMITED PARTNERSHIP

CHEESEBURGER-SOUTH EASTERN PENNSYLVANIA, LIMITED PARTNERSHIP

CHEESEBURGER-SOUTH FLORIDA, LIMITED PARTNERSHIP

CHEESEBURGER-SOUTHERN NY, LIMITED PARTNERSHIP

CHEESEBURGER-WEST NYACK, LIMITED PARTNERSHIP

CHEESEBURGER-WISCONSIN, LIMITED PARTNERSHIP

By: CHEESEBURGER IN PARADISE, LLC, the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

PRIVATE RESTAURANT MASTER LESSEE, LLC

By:	/s/ Joseph J. Kadow
	Name: Joseph J. Kadow Title: Executive Vice President, General Counsel, Secretary Chief Officer-Legal and Corporate Affairs

CHEESEBURGER DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CHEESEBURGER-KANSAS, LIMITED PARTNERSHIP

By: CHEESEBURGER IN PARADISE OF KANSAS, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer

OUTBACK BEVERAGES OF NORTH TEXAS, INC.

By:	/s/ William B. Hadley
	Name: William B. Hadley Title: President

OUTBACK DESIGNATED PARTNER, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK STEAKHOUSE OF CENTRAL FLORIDA, LTD.

OUTBACK STEAKHOUSE OF CENTRAL FLORIDA-II, LTD.

OUTBACK STEAKHOUSE OF DALLAS-I, LTD.

OUTBACK STEAKHOUSE OF DALLAS-II, LTD.

OUTBACK STEAKHOUSE OF HOUSTON-I, LTD.

OUTBACK STEAKHOUSE OF HOUSTON-II, LTD.

OUTBACK STEAKHOUSE OF INDIANAPOLIS, LTD.

OUTBACK STEAKHOUSE OF KENTUCKY, LTD.

OUTBACK STEAKHOUSE OF NORTH GEORGIA-I, L.P.

OUTBACK STEAKHOUSE OF NORTH GEORGIA-II, L.P.

OUTBACK STEAKHOUSE OF SOUTH FLORIDA, LTD

OUTBACK STEAKHOUSE OF SOUTH GEORGIA-I, L.P.

OUTBACK STEAKHOUSE OF SOUTH GEORGIA-II, L.P.

OUTBACK STEAKHOUSE OF WASHINGTON, D.C., LTD.

OUTBACK/ALABAMA-I, LIMITED PARTNERSHIP

OUTBACK/ALABAMA-II, LIMITED PARTNERSHIP

OUTBACK/BAYOU-I, LIMITED PARTNERSHIP

OUTBACK/BAYOU-II, LIMITED PARTNERSHIP

OUTBACK/BILLINGS, LIMITED PARTNERSHIP

OUTBACK/BLUEGRASS-I, LIMITED PARTNERSHIP

OUTBACK/BLUEGRASS-II, LIMITED PARTNERSHIP

OUTBACK/BUCKEYE-I, LIMITED PARTNERSHIP

OUTBACK/BUCKEYE-II, LIMITED PARTNERSHIP

OUTBACK/CHARLOTTE-I, LIMITED PARTNERSHIP

OUTBACK/CHICAGO-I, LIMITED PARTNERSHIP

OUTBACK/CLEVELAND-I, LIMITED PARTNERSHIP

OUTBACK/CLEVELAND-II, LIMITED PARTNERSHIP

OUTBACK/DC, LIMITED PARTNERSHIP

OUTBACK/DENVER-I, LIMITED PARTNERSHIP

OUTBACK/DETROIT-I, LIMITED PARTNERSHIP

OUTBACK/HEARTLAND-I, LIMITED PARTNERSHIP

OUTBACK/HEARTLAND-II, LIMITED PARTNERSHIP

OUTBACK/INDIANAPOLIS-II, LIMITED PARTNERSHIP

OUTBACK/METROPOLIS-I, LIMITED PARTNERSHIP

OUTBACK/MID ATLANTIC-I, LIMITED PARTNERSHIP

OUTBACK/MIDWEST-II, LIMITED PARTNERSHIP

OUTBACK/MISSOURI-I, LIMITED PARTNERSHIP

OUTBACK/MISSOURI-II, LIMITED PARTNERSHIP

OUTBACK/NEVADA-I, LIMITED PARTNERSHIP

OUTBACK/NEVADA-II, LIMITED PARTNERSHIP

OUTBACK/NEW ENGLAND-I, LIMITED PARTNERSHIP

OUTBACK/NEW ENGLAND-II, LIMITED PARTNERSHIP

OUTBACK/NEW YORK, LIMITED PARTNERSHIP

OUTBACK/NORTH FLORIDA-I, LIMITED PARTNERSHIP

OUTBACK/NORTH FLORIDA-II, LIMITED PARTNERSHIP

OUTBACK/PHOENIX-I, LIMITED PARTNERSHIP

OUTBACK/PHOENIX-II, LIMITED PARTNERSHIP

OUTBACK/SHENANDOAH-I, LIMITED PARTNERSHIP

OUTBACK/SHENANDOAH-II, LIMITED PARTNERSHIP

OUTBACK/SOUTH FLORIDA-II, LIMITED PARTNERSHIP

OUTBACK/SOUTHWEST GEORGIA, LIMITED PARTNERSHIP

OUTBACK/STONE-II, LIMITED PARTNERSHIP

OUTBACK/UTAH-I, LIMITED PARTNERSHIP

OUTBACK/VIRGINIA, LIMITED PARTNERSHIP

OUTBACK/WEST FLORIDA-I, LIMITED PARTNERSHIP

OUTBACK/WEST FLORIDA-II, LIMITED PARTNERSHIP

OUTBACK/WEST PENN, LIMITED PARTNERSHIP

OUTBACK STEAKHOUSE-NYC, LTD.

OUTBACK CATERING COMPANY, LIMITED PARTNERSHIP

OUTBACK CATERING COMPANY-II, LIMITED PARTNERSHIP

OUTBACK/CENTRAL MASS, LIMITED PARTNERSHIP

OUTBACK/EAST MICHIGAN, LIMITED PARTNERSHIP

OUTBACK/EMPIRE –I, LIMITED PARTNERSHIP

By: OUTBACK STEAKHOUSE OF FLORIDA, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK KANSAS DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK/CARRABBA’S PARTNERSHIP

By: OUTBACK/MID-ATLANTIC-I, LIMITED PARTNERSHIP, its general partner

By: OUTBACK STEAKHOUSE OF FLORIDA, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

By: CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP, its general partner

By: CARRABBA’S ITALIAN GRILL, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OSF/CIGI OF EVESHAM PARTNERSHIP

By: OUTBACK/MID ATLANTIC-I, LIMITED PARTNERSHIP, its general partner

By: OUTBACK STEAKHOUSE OF FLORIDA, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

By: CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP, its general partner

By: CARRABBA’S ITALIAN GRILL, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK ALABAMA, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A. Montgomery Title: Chief Financial Officer

CARRABBA’S SHREVEPORT, LLC
By:	/s/ John Murphy
	Name: John Murphy Title: Manager

OUTBACK OF WALDORF, INC.
By:	/s/ Cornell Barnett
	Name: Cornell Barnett Title: President, Secretary and Treasurer

OUTBACK STEAKHOUSE OF SOUTH CAROLINA, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK STEAKHOUSE WEST VIRGINIA, INC.

By:	/s/ Joseph J. Kadow
	Name: Joseph J. Kadow Title: Vice President, Treasurer

CARRABBA’S MIDWEST, INC.

By:	/s/ Paul E. Avery
	Name: Paul E. Avery Title: President

CARRABBA’S ITALIAN GRILL, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CARRABBA’S KANSAS, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer

CHEESEBURGER IN PARADISE OF KANSAS, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer

CHEESEBURGER IN PARADISE, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CHEESEBURGER KANSAS DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

HEARTLAND OUTBACK, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OSI INTERNATIONAL, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK CATERING, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK STEAKHOUSE INTERNATIONAL, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK STEAKHOUSE INTERNATIONAL, L.P.

By: OSI INTERNATIONAL, INC., its general partner

By:	/s/ Joseph J. Kadow
	Name: Joseph J. Kadow Title:

OUTBACK STEAKHOUSE OF FLORIDA, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Joseph P O’Donnell
	Name:  Joseph P O’Donnell
	Title:    Vice President

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1

CUSIP [                    ]

ISIN [                    ]

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$[                        ]

10% Senior Notes due 2015

No. ___ [$ _____________]

OSI RESTAURANT PARTNERS, LLC

OSI CO-ISSUER, INC.

promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                                           United States Dollars] on June 15, 2015.

Interest Payment Dates: June 15 and December 15.

Record Dates: June 1 and December 1.

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

OSI RESTAURANT PARTNERS, LLC
By:
	Name:
	Title:

OSI CO-ISSUER, INC.
By:
	Name:
	Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

Dated: [            ], [        ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

A-4

[Back of Senior Note]

10% Senior Notes due 2015

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. OSI Restaurant Partners, LLC, a Delaware limited liability company (“OSI”), and OSI Co-Issuer, Inc., a Delaware corporation (“Co-Issuer,” and together with OSI, the “Co-Issuers”), promise to pay interest on the principal amount of this Note at 10% per annum from June 14, 2007¹ until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Co-Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). [Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be December 15, 2007.]² The Co-Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Co-Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on June 1 and December 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Co-Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Co-Issuers may change any Paying Agent or Registrar without notice to the Holders. The Co-Issuers or any of its Subsidiaries may act in any such capacity.

¹ With respect to the Initial Notes.

² With respect to Additional Notes, this form of Note shall be adjusted to either accrue interest from the date of issuance of such Additional Note (“settle flat”) or for interest thereunder to be deemed to have accrued since last interest payment date.

A-5

4. INDENTURE. The Co-Issuers issued the Notes under an Indenture, dated as of June 14, 2007 (the “Indenture”), among OSI, the Co-Issuer, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Co-Issuers designated as its 10% Senior Notes due 2015. The Co-Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuer’s option before June 15, 2011.

(b) At any time prior to June 15, 2011, the Co-Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until June 15, 2010, the Co-Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including the aggregate principal amount of Notes issued after the Issue Date) at a redemption price equal to 110.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to such redemption, and any such redemption or notice may, at the Co-Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after June 15, 2011, the Co-Issuers may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below:

Year	Percentage
2011	105.000	%
2012	102.500	%
2013 and thereafter	100.000	%

A-6

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Co-Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Co-Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Co-Issuers or any of the Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $40.0 million, the Co-Issuers shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Co-Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes and the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Co-Issuers, or, if so elected by the Co-Issuers, the agent for such Pari Passu Indebtedness, shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Co-Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder To Elect Purchase” attached to the Notes.

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9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Co-Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Co-Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Co-Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Co-Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Co-Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Co-Issuers propose to take with respect thereto.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of [June 14, 2007, among OSI, the Co-Issuer, the

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Guarantors named therein and the other parties named on the signature pages thereof]³ (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Co-Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Co-Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement, if applicable. Requests may be made to the Issuer at the following address:

OSI Restaurant Partners, LLC

2202 N. West Shore Boulevard, 5th Floor

Tampa, Florida 33607

Facsimile: (813) 282-1225

Attention: Chief Financial Officer

³ To be adjusted as appropriate for Additional Notes.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                                

                                                         (Insert assignee’ legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

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

and irrevocably appoint                                                                                                                                                                                      to transfer this Note on the books of the Co-Issuers. The agent may substitute another to act for him.

Date:                                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Co-Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨     Section 4.10             ¨     Section 4.14

If you want to elect to have only part of this Note purchased by the Co-Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                            

Date:                                 

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
decrease
in Principal
Amount Amount of increase
in Principal
Amount of this
Global Note Principal Amount
of
this Global Note
following such
decrease or
increase Signature of
authorized officer
of Trustee or
Note Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

OSI Restaurant Partners, LLC

2202 N. West Shore Boulevard, 5^th Floor

Tampa, Florida 33607

Attention: Chief Financial Officer

Wells Fargo Bank, National Association

Corporate Trust Services

213 Court Street, Suite 703

Middletown, CT 06457

Fax No.: (806) 704-6219

Attention: Joseph P. O’Donnell

                  Vice President

Re: 10% Senior Notes due 2015

Reference is hereby made to the Indenture, dated as of June 14, 2007 (the “Indenture”), among OSI Restaurant Partners, LLC, OSI Co-Issuer, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or interests (the “Transfer”), to                          (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United

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States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. ¨ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to the Co-Issuers or a subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) ¨ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

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(c) ¨ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Co-Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                                     

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP [            ]), or

(ii) ¨ Regulation S Global Note (CUSIP [            ]), or

(b) ¨ a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note ([            ]), or

(ii) ¨ Regulation S Global Note ([            ]), or

(iii) ¨ Unrestricted Global Note ([            ]); or

(b) ¨ a Restricted Definitive Note; or

(c) ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

OSI Restaurant Partners, LLC

2202 N. West Shore Boulevard, 5^th Floor

Tampa, Florida 33607

Attention: Chief Financial Officer

OSI Co-Issuer, Inc.

2202 N. West Shore Boulevard, 5^th Floor

Tampa, Florida 33607

Attention: Chief Financial Officer

Wells Fargo Bank, National Association

Corporate Trust Services

213 Court Street, Suite 703

Middletown, CT 06457

Fax No.: (806) 704-6219

Attention: Joseph P. O’Donnell

                  Vice President

Re: 10% Senior Notes due 2015

Reference is hereby made to the Indenture, dated as of June 14, 2007 (the “Indenture”), among OSI Restaurant Partners, LLC, OSI Co-Issuer, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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b) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK

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ONE] ¨ 144A Global Note ¨ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Co-Issuers and are dated                                 .

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                                         

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                         , among                              (the “Guaranteeing Subsidiary”), a subsidiary of OSI Restaurant Partners, LLC., a Delaware limited liability company (the “Issuer”), and OSI Co-Issuer, Inc., a Delaware corporation (together with the Issuer, the “Co-Issuers”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

WITNESSETH

WHEREAS, each of the Co-Issuers and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 14, 2007, providing for the issuance of an unlimited aggregate principal amount of 10% Notes due 2015 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Co-Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Co-Issuers hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Co-Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or

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performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Co-Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Co-Issuers, any right to require a proceeding first against the Co-Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Co-Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Co-Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Co-Issuers for liquidation, reorganization, should the Co-Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Co-Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future senior Indebtedness of such Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) The Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

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(D) the Co-Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with clauses (1) and (2) of the first paragraph of Section 4.10 of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Co-Issuers.

(5) Releases.

The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Co-Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1)(A) any sale, exchange, disposition or transfer (by merger or otherwise) of (x) the Capital Stock of the Guaranteeing Subsidiary, after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange, disposition or transfer in each case is made in compliance with clauses (1) and (2) of the first paragraph of Section 4.10 of the Indenture;

(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Co-Issuers exercising their Legal Defeasance or Covenant Defeasance in accordance with Article 8 of the Indenture or the Co-Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) the Issuer delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Guaranteeing Subsidiary or any of its direct or indirect parent companies shall have any liability for any obligations of the Co-Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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(8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Co-Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Co-Issuers under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

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EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

by and among

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

and

Banc of America Securities LLC

Deutsche Bank Securities Inc.

ABN AMRO Incorporated

GE Capital Markets, Inc.

Rabo Securities USA, Inc.

SunTrust Capital Markets, Inc.

Wells Fargo Securities, LLC

Dated as of June 14, 2007

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 14, 2007, by and among OSI Restaurant Partners, LLC, a Delaware limited liability company (the “Company”), OSI Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Co-Issuers”), the Guarantors listed on Schedule I hereto (collectively, the “Guarantors”), and Banc of America Securities LLC and Deutsche Bank Securities Inc. (the “Representatives”) and the other Initial Purchasers set forth on Schedule A hereto (collectively with the Representatives, the “Initial Purchasers”), each of whom has agreed to purchase the Co-Issuers’ 10% Senior Notes due 2015 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”

This Agreement is made pursuant to the Purchase Agreement, dated June 8, 2007 (the “Purchase Agreement”), among Kangaroo Acquisition, Inc. and the Initial Purchasers, and after giving effect to the Joinder Agreements referred to therein as executed substantially concurrently herewith, the Company, the Co-Issuer and the Guarantors (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Co-Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.

The parties hereby agree as follows:

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date.

Applicable Period: As defined in Section 3(c) hereof.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Closing Date: The date of this Agreement.

Co-Issuer: As defined in the preamble hereto.

Co-Issuers: As defined in the preamble hereto.

Commission: The Securities and Exchange Commission.

Company: As defined in the preamble hereto.

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Co-Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Offer: The registration by the Co-Issuers and the Guarantors under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Co-Issuers offer the Holders of all outstanding Transfer Restricted Securities who are eligible to participate in such Exchange Offer in accordance with applicable law and Commission policy the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Exchange Securities: The 10% Senior Notes due 2015, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

Free Writing Prospectus: means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or the Co-Issuer or used or referred to by the Company or the Co-Issuer in connection with the sale of Securities under the Shelf Registration Statement.

Holders: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof.

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Indenture: The Indenture, dated as of June 14, 2007, by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchaser: As defined in the preamble hereto.

Initial Notes: As defined in the preamble hereto.

Initial Placement: The issuance and sale by the Co-Issuers of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Initial Securities: As defined in the preamble hereto.

Interest Payment Date: As defined in the Indenture and the Securities.

NASD: National Association of Securities Dealers, Inc.

Person: An individual, partnership, corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement (or deemed a part of any Shelf Registration Statement), as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus and, in respect of any Shelf Registration Statement, including for the avoidance of doubt any “issuer free writing prospectus” within the meaning of Rule 433 of the Securities Act.

Registration Statement: Any registration statement of the Co-Issuers relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein or deemed a part thereof in the case of any Shelf Registration Statement, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities: The Initial Securities and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture.

Securities Act: The Securities Act of 1933, as amended.

Shelf Registration Statement: As defined in Section 4(a) hereof.

Shelf Suspension Period: As defined in Section 6(c) hereof.

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Trust Indenture Act: The Trust Indenture Act of 1939, as in effect on the date of the Indenture.

Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Security is distributed to the public pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein (or, to the extent permitted by law, making such prospectus available to purchasers)), (d) the date on which such Initial Security ceases to be outstanding for purposes of the Indenture, and (e) the date on which such Initial Security may be resold pursuant to Rule 144(k) under the Securities Act (or any amended or successor rule thereto under the Securities Act).

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

SECTION 2. Securities Subject to this Agreement.

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3. Registered Exchange Offer.

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Co-Issuers and the Guarantors shall (i) cause to be filed with the Commission after the Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time thereafter (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) use its reasonable best efforts to Consummate the Exchange Offer within 365 days after the Closing Date (or if such 365^th day is not a Business Day, the next succeeding

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Business Day). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b) The Co-Issuers and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Co-Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Co-Issuers shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 365 days after the Closing Date (or if such 365^th day is not a Business Day, the next succeeding Business Day).

(c) The Co-Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Co-Issuers), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver (or, to the extent permitted by law, make available) a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

Each of the Co-Issuers and the Guarantors shall use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, during the period required under the Securities Act, but in no event later than the date that is 90 days after the date notice of the Exchange Offer is first mailed to the Holders (such period, the “Applicable Period”).

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The Co-Issuers shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such period referred to in the preceding paragraph in order to facilitate such resales.

Upon Consummation of the Exchange Offer in accordance with this Section 3, the Co-Issuers shall have no further obligation to register Transfer Restricted Securities (other than those as to which Section 4(a)(iii) hereof applies) pursuant to Section 4 hereof.

SECTION 4. Shelf Registration.

(a) Shelf Registration. If (i) the Co-Issuers are not required to file an Exchange Offer Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 365 days after the Closing Date (or if such 365^th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder notifies the Company prior to the 20^th day after the Exchange Offer is Consummated that such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer or, if an Initial Purchaser, that it holds Transfer Restricted Securities that have the status of an unsold allotment in the initial distribution of the Initial Securities and, as a result, are ineligible to be exchanged in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder (other than due solely to the status of such Holder as an affiliate of any of the Co-Issuers within the meaning of the Securities Act), or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, and, in the case of (B) and (C), such Holder notifies the Company within 20 days after such Holder first becomes aware of such restrictions, then, upon such Holder’s request, the Co-Issuers and the Guarantors shall:

(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), in the case of any Shelf Registration Statement required by Section 4(a)(iii) above, as promptly as practicable after receipt by the Company of in the notice required by such Section, and, in all other cases under Section 4(a)(i) or Section 4(a)(ii) above, as promptly as practicable after the Company has been made aware of the same, which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

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(y) use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but in the case of any Shelf Registration Statement required by clause (i) or (ii) of Section 4(a) above, not later than the 365^th day after the Closing Date (or, if not a Business Day, the next succeeding Business Day).

Each of the Co-Issuers and the Guarantors shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on a date that is at least two years following the Closing Date (or shorter period that will terminate on the earlier of the date when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement and the date when there are no Transfer Restricted Securities outstanding that are entitled to be included in a Shelf Registration Statement) (the “Effectiveness Period”).

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein or deemed a part thereof. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5. Additional Interest.

The Co-Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Co-Issuers fail to fulfill their obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Co-Issuers agree to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Co-Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration Statement declared effective, in either case on or prior to the 365th day after the Closing Date (or, if not a Business Day, the next succeeding Business Day), (B) notwithstanding clause (A), the Co-Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 365th day (or, if not a Business Day, the next succeeding Business Day) after the date such Shelf Registration Statement filing was requested or required or (C) if applicable, a Shelf Registration Statement

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has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), and then Additional Interest shall accrue on the principal amount of the Transfer Restricted Securities eligible for inclusion in such Exchange Offer or included in such Shelf Registration Statement, as applicable, at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) commencing on the (x) 366th day after the Closing Date, in the case of (A) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) above), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) above), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) above), Additional Interest on the Transfer Restricted Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Co-Issuers shall not be obligated to pay any Additional Interest in respect of (and no such Additional Interest shall accrue during) a Shelf Suspension Period permitted by the last paragraph of Section 6(c) of this Agreement. Any amounts of Additional Interest due pursuant to this Section 5 will be payable in cash semiannually on the Additional Interest Payment Dates to the Holders of record specified in the Indenture with respect to the applicable Interest Payment Date that falls on such Additional Interest Payment Date, commencing with the first such date occurring after any Additional Interest commences to accrue.

All obligations of the Company, the Co-Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

SECTION 6. Registration Procedures.

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Co-Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i) If in the reasonable opinion of counsel to the Co-Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Co-Issuers and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Co-Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Co-Issuers and the

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Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Co-Issuers and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Co-Issuers, prior to the Consummation thereof, a written representation to the Co-Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of any of the Co-Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer in violation of the Securities Act, (C) it is acquiring the Exchange Securities in its ordinary course of business, and (D) if such Holder is a Broker-Dealer, such Holder has acquired the Exchange Securities that are Transfer Restricted Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery or availability requirements thereunder). In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Co-Issuers’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery or availability, if applicable, requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Co-Issuers.

(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, each of the Co-Issuers and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof.

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(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Exchange Securities by Broker-Dealers), each of the Co-Issuers and the Guarantors shall:

(i) use its reasonable best efforts to keep such Registration Statement continuously effective (subject to any permitted Shelf Suspension Periods) and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Co-Issuers shall (subject to any permitted Shelf Suspension Periods) file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement (including Free Writing Prospectuses, if any) effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold or otherwise cease to be Transfer Restricted Securities entitled to be included in a Registration Statement under this Agreement; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) if (1) a Shelf Registration is filed pursuant to Section 4 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 3 hereof is required to be delivered or made available under the Securities Act by any Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period

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relating thereto from whom the Co-Issuers have received written notice that it will be a Broker-Dealer in the Exchange Offer, notify the selling Holders of Transfer Restricted Securities (with respect to a Shelf Registration Statement filed pursuant to Section 4 hereof), or each such Broker-Dealer (with respect to any such Registration Statement), as the case may be, and the managing underwriters, if any, promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus (including Free Writing Prospectuses, if any) or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective under the Securities Act, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus (or Free Writing Prospectus, if any) in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Co-Issuers and the Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv) furnish without charge to each of the Initial Purchasers and each selling Holder named in any Registration Statement, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review by such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser or Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered by such Registration Statement shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered by such Registration Statement shall be deemed to be reasonable only if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

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(v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to (A) the Initial Purchasers and (B) each selling Holder named in any Registration Statement, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and give reasonable consideration to any comments provided on such document prior to the filing thereof and not file any such document to which the Initial Purchasers or selling Holders reasonably object (except to the extent required under applicable law);

(vi) make available at reasonable times for inspection by the Initial Purchasers and any attorney or accountant retained by such Initial Purchasers, subject to customary agreements regarding confidentiality and use of such information, all financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities and cause the Company’s and the Guarantors’ officers, directors and employees to supply all such information reasonably requested by any such Initial Purchaser, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;

(vii) if requested by any underwriter or by Holders who are named as sellers in such Registration Statement and represent a majority in aggregate principal amount of Transfer Restricted Securities included in a Shelf Registration Statement, promptly incorporate in any such Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such underwriter or selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii) cause the Transfer Restricted Securities covered by the Shelf Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby;

(ix) furnish to each Initial Purchaser and each selling Holder without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

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(x) deliver to each selling Holder and each of the Initial Purchasers, without charge, as many copies of the Prospectus (including each preliminary prospectus and Free Writing Prospectus, if any) and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders named in such Prospectus and each Broker-Dealer (as contemplated in Section 3), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi) in the case of any Underwritten Registration, enter into such customary agreements and make such customary representations and warranties for underwritten offerings of debt securities similar to the Securities, and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any underwriter or Holders holding a majority in aggregate principal amount of the Transfer Restricted Securities participating in such Underwritten Registration in connection with any sale or resale pursuant to any Shelf Registration Statement contemplated by this Agreement, including without limitation, entering into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities (including, without limitation, a customary condition to the obligations of the underwriters that the underwriters shall have received “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of the Company, or of any business acquired by the Company, for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Securities), and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Transfer Restricted Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters in the underwriting agreement with respect to the business of the Company (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by companies to underwriters in underwritten offerings of debt securities similar to the Securities; (ii) obtain written opinions of counsel to the Company in form, scope and

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substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions reasonably requested in underwritten offerings of debt securities similar to the Securities; and (iii) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 8 hereof (or such other provisions and procedures reasonably acceptable to Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered by such Registration Statement and the managing underwriter or underwriters or agents, if any);

(xii) prior to any public offering of Transfer Restricted Securities pursuant to a Shelf Registration Statement, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the Holders of a majority in aggregate principal amount of Transfer Restricted Securities included in such Shelf Registration Statement and identified as sellers therein or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Co-Issuers nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xiii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement upon such sale pursuant to such Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Co-Issuers for cancellation;

(xiv) cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xv) use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

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(xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain at the time of such delivery an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xvii) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xviii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the first Registration Statement required by this Agreement;

(xix) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

(xx) cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Co-Issuers are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Securities;

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(xxi) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act during the Effectiveness Period in the case of a Holder whose Transfer Restricted Securities are included in a Shelf Registration Statement and during the Applicable Period in the case of any Broker-Dealer who has provided written notice to the Co-Issuers that it will be a Broker-Dealer in the Exchange Offer; and

(xxii) to the extent any Free Writing Prospectus is used, file with the Commission any Free Writing Prospectus that is required to be filed with the Commission in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed in accordance with the requirements of the Securities Act.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof or of the existence of any Shelf Suspension Period, such Holder will forthwith discontinue disposition of Transfer Restricted Securities (or Exchange Securities in the case of any Broker-Dealer) pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. Any Company election to suspend use of the Exchange Offer Registration Statement pursuant to this paragraph shall not be taken into account in determining whether Additional Interest is due pursuant to Section 5 (A) (i) hereof or the amount of such Additional Interest. Notwithstanding anything to the contrary in this Agreement, at any time, the Co-Issuers may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

SECTION 7. Registration Expenses.

(a) All expenses incident to the Co-Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Co-Issuers and the Guarantors, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates

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for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Co-Issuers, the Guarantors and, to the extent provided for in Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Co-Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

Each of the Co-Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Co-Issuers or the Guarantors.

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Co-Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel llp or such other counsel reasonably acceptable to the Co-Issuers as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8. Indemnification.

(a) The Co-Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities and reasonable expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, defending, settling, compromising or paying any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any Free Writing Prospectus, if any) or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the

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statements therein (in the case of any Prospectus (including any Free Writing Prospectus, if any), in light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to any of the Co-Issuers by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Co-Issuers or any of the Guarantors may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Co-Issuers or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Co-Issuers and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Co-Issuers or the Guarantors of its obligations pursuant to this Agreement except to the extent that any of the Co-Issuers or the Guarantors are materially prejudiced thereby. In case any such action is brought against any of the Indemnified Holders and such Indemnified Holder seeks or intends to seek indemnity from the Co-Issuers or the Guarantors, the Co-Issuers and the Guarantors will be entitled to participate in and, to the extent that they shall elect, jointly, by written notice delivered to such Indemnified Holders promptly after receiving the aforesaid notice from such Indemnified Holders, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Holders; provided, however, if the defendants in any such action include both the Indemnified Holders and the Co-Issuers or the Guarantors, and any Indemnified Holder shall have reasonably concluded that a conflict may arise between the positions of the Co-Issuers or the Guarantors and such Indemnified Holder in conducting the defense of any such action, such Indemnified Holder shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Holder. Upon receipt of notice from the Co-Issuers and the Guarantors to the Indemnified Holders of the Co-Issuers and the Guarantors’ election to so assume the defense of such action and approval by the Indemnified Holders of counsel, the Co-Issuers and the Guarantors will not be liable to such Indemnified Holders under this Section 8 for any legal or other expenses subsequently incurred by such Indemnified Holders in connection with the defense thereof unless (i) an Indemnified Holder shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Co-Issuers and the Guarantors shall not be liable for the reasonable fees and expenses of more than one separate counsel (together with local counsel) representing all such similarly situated Indemnified Holders who are parties to such action) or (ii) the Co-Issuers and the Guarantors shall not have employed counsel reasonably satisfactory to the Indemnified Holders to represent the Indemnified Holders within a reasonable time after notice of commencement of the action, in each of which cases the reasonable fees and expenses of one counsel (together with local counsel) for all such Indemnified Holders shall be at the expense of the Co-Issuers and the Guarantors. Any such separate counsel for all Indemnified Holders shall be designated in writing by Holders who sold a majority in interest of the Securities sold by all Holders under such Registration Statement. The Co-Issuers and the Guarantors shall not

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be liable for any settlement of any such action or proceeding unless effected with the Co-Issuers’ and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Co-Issuers and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Co-Issuers and the Guarantors. The Co-Issuers and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Co-Issuers, the Guarantors and their respective directors, officers of the Co-Issuers and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the Co-Issuers or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Co-Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement or Prospectus (including any Free Writing Prospectus, if any) or any amendment or supplement thereto. In case any action or proceeding shall be brought against the Co-Issuers, the Guarantors or their respective directors or officers or any such controlling persons in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Co-Issuers and the Guarantors, and the Co-Issuers, the Guarantors, their respective directors and officers and such controlling persons shall have the rights and duties given to each Holder by the preceding paragraph.

(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Co-Issuers and the Guarantors, on the one hand, and the Indemnified Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Co-Issuers and the Guarantors on the one hand and of the Indemnified Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Co-Issuers or any of the Guarantors, on the one hand, or the Indemnified Holders, on

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the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Co-Issuers, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the initial sale of the Initial Securities by the Company (or, if such Holder did not receive a discount from the Company with respect to the initial sale of the Initial Securities by the Company, the net proceeds received by such Holder from the sale of the Securities pursuant to such Registration Statement) exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

SECTION 9. Rule 144A. Each of the Co-Issuers and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10. Participation in Underwritten Registrations. The Co-Issuers shall not be required to assist in an Underwritten Offering or Underwritten Registration unless requested by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an Underwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority

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in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the Co-Issuers. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11. [Reserved].

SECTION 12. Miscellaneous.

(a) Remedies. Each of the Co-Issuers and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. Each of the Co-Issuers and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its debt securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Co-Issuers nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to its debt securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Co-Issuers’ or any of the Guarantors’ securities under any agreement in effect on the date hereof.

(c) Adjustments Affecting the Securities. The Co-Issuers will not take any action, or agree to any change, with respect to the Securities that would materially and adversely affect the ability of the Co-Issuers and the Guarantors to Consummate the Exchange Offer on the terms specified herein.

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Co-Issuers have (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer or registered pursuant to a Shelf Registration Statement and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer or registered pursuant to a Shelf Registration Statement may be given by the Holders of a majority of the outstanding principal

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amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Co-Issuers shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

-22-

if to the Company or the Co-Issuer:

OSI Restaurant Partners, LLC

2202 N. West Shore Boulevard, 5^th Floor

Tampa, Florida 33607

Facsimile: (813) 282-1225

Attention: Chief Financial Officer

with a copy to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: Craig E. Marcus, Esq.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and only to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

-23-

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Co-Issuers and the Guarantors with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

-24-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

OSI RESTAURANT PARTNERS, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery
	Title: Chief Financial Officer
OSI CO-ISSUER, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery
	Title: Chief Financial Officer

S-1

CARRABBA’S/ARIZONA-I, LIMITED PARTNERSHIP

CARRABBA’S/BIRCHWOOD, LIMITED PARTNERSHIP

CARRABBA’S/BROKEN ARROW, LIMITED PARTNERSHIP

CARRABBA’S/CANTON, LIMITED PARTNERSHIP

CARRABBA’S/CAROLINA-I, LIMITED PARTNERSHIP

CARRABBA’S/CENTRAL FLORIDA-I, LIMITED PARTNERSHIP

CARRABBA’S/CHICAGO, LIMITED PARTNERSHIP

CARRABBA’S/COLORADO-I, LIMITED PARTNERSHIP

CARRABBA’S/DALLAS-I, LIMITED PARTNERSHIP

CARRABBA’S/DC-I, LIMITED PARTNERSHIP

CARRABBA’S/FIRST COAST, LIMITED PARTNERSHIP

CARRABBA’S/GEORGIA-I, LIMITED PARTNERSHIP

CARRABBA’S/GREAT LAKES-I, LIMITED PARTNERSHIP

CARRABBA’S/GULF COAST-I, LIMITED PARTNERSHIP

CARRABBA’S/HEARTLAND-I, LIMITED PARTNERSHIP

CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP

CARRABBA’S/MID EAST, LIMITED PARTNERSHIP

CARRABBA’S/NEW ENGLAND, LIMITED PARTNERSHIP

CARRABBA’S/OHIO, LIMITED PARTNERSHIP

CARRABBA’S/OUTBACK, LIMITED PARTNERSHIP

CARRABBA’S/PENSACOLA, LIMITED PARTNERSHIP

CARRABBA’S/SECOND COAST, LIMITED PARTNERSHIP

CARRABBA’S/SOUTH FLORIDA-I, LIMITED PARTNERSHIP

CARRABBA’S/SOUTH TEXAS-I, LIMITED PARTNERSHIP

CARRABBA’S/SUN COAST, LIMITED PARTNERSHIP

CARRABBA’S/TEXAS, LIMITED PARTNERSHIP

CARRABBA’S/TRI STATE-I, LIMITED PARTNERSHIP

CARRABBA’S/TROPICAL COAST, LIMITED PARTNERSHIP

CARRABBA’S/VIRGINIA, LIMITED PARTNERSHIP

CARRABBA’S/WEST FLORIDA-I, LIMITED PARTNERSHIP

CARRABBA’S/Z TEAM TWO-I, LIMITED PARTNERSHIP

CARRABBA’S/Z TEAM-I, LIMITED PARTNERSHIP

By: CARRABBA’S ITALIAN GRILL, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-2

BILLABONG BEVERAGE COMPANY, INC.
By:	/s/ Walter L. Cervin
	Name: Walter L. Cervin Title: President

OUTBACK BEVERAGES OF WEST TEXAS, L.L.C.
By:	/s/ Thomas W. Kenney
	Name: Thomas W. Kenney Title: President

CARRABBA’S DESIGNATED PARTNER, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CARRABBA’S KANSAS DESIGNATED PARTNER, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CARRABBA’S MIDWEST DESIGNATED PARTNER, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-3

CARRABBA’S/KANSAS TWO-I, LIMITED PARTNERSHIP

CARRABBA’S/KANSAS-I, LIMITED PARTNERSHIP

By: CARRABBA’S KANSAS, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer

CARRABBA’S OF BATON ROUGE, LLC
By:	/s/ James Potesta
	Name: James Potesta Title: Manager

CARRABBA’S/MIDWEST-I, LIMITED PARTNERSHIP

By: CARRABBA’S MIDWEST, INC., its general partner

By:	/s/ Paul E. Avery
	Name: Paul E. Avery Title: President

CARRABBA’S OF BOWIE, LLC

By: CARRABBA’S/DC-I, LIMITED PARTNERSHIP., its managing member

By: CARRABBA’S ITALIAN GRILL, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A. Montgomery Title: Chief Financial Officer, Senior Vice President

S-4

CIGI BEVERAGES OF TEXAS, INC.
By:	/s/ John Murphy
	Name: John Murphy Title: President

CIGI HOLDINGS, INC.
By:	/s/ Steven T. Shlemon
	Name: Steven T. Shlemon Title: President

FREDERICK OUTBACK, INC.
By:	/s/ Steve Newton
	Name: Steve Newton Title: President and Treasurer

HEARTLAND OUTBACK-I, LIMITED PARTNERSHIP

HEARTLAND OUTBACK-II, LIMITED PARTNERSHIP

By: HEARTLAND OUTBACK, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS ASSET, INC.
By:	/s/ Joseph J. Kadow
	Name: Joseph J. Kadow Title: Chief Officer–Legal and Corporate Affairs, Executive Vice President

S-5

OS CAPITAL, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS DEVELOPERS, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS MANAGEMENT, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS MORTGAGE HOLDINGS, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS REALTY, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-6

OS RESTAURANT SERVICES, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS TROPICAL, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK & CARRABBA’S OF NEW MEXICO, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A. Montgomery Title: Chief Financial Officer, Senior Vice President

A LA CARTE EVENT PAVILION, LTD.

OUTBACK CATERING OF PITTSBURGH, LTD.

By: OUTBACK CATERING, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-7

OUTBACK CATERING DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OS SPEEDWAY, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK SPORTS, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK/HAWAII-I, LIMITED PARTNERSHIP

By: OUTBACK STEAKHOUSE INTERNATIONAL, L.P., its general partner

By: OSI INTERNATIONAL, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK INTERNATIONAL DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-8

CHEESEBURGER-BUCKEYE, LIMITED PARTNERSHIP

CHEESEBURGER-DOWNER’S GROVE, LIMITED PARTNERSHIP

CHEESEBURGER-ILLINOIS, LIMITED PARTNERSHIP

CHEESEBURGER-MARYLAND, LIMITED PARTNERSHIP

CHEESEBURGER-MICHIGAN, LIMITED PARTNERSHIP

CHEESEBURGER-NEBRASKA, LIMITED PARTNERSHIP

CHEESEBURGER-NORTHERN NEW JERSEY, LIMITED PARTNERSHIP

CHEESEBURGER-NORTHERN VIRGINIA, LIMITED PARTNERSHIP

CHEESEBURGER-OHIO, LIMITED PARTNERSHIP

CHEESEBURGER-SOUTH CAROLINA, LIMITED PARTNERSHIP

CHEESEBURGER-SOUTH EASTERN PENNSYLVANIA, LIMITED PARTNERSHIP

CHEESEBURGER-SOUTH FLORIDA, LIMITED PARTNERSHIP

CHEESEBURGER-SOUTHERN NY, LIMITED PARTNERSHIP

CHEESEBURGER-WEST NYACK, LIMITED PARTNERSHIP

CHEESEBURGER-WISCONSIN, LIMITED PARTNERSHIP

By: CHEESEBURGER IN PARADISE, LLC, the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-9

PRIVATE RESTAURANT MASTER LESSEE, LLC

By:	/s/ Joseph J. Kadow
	Name: Joseph J. Kadow Title: Executive Vice President, General Counsel, Secretary Chief Officer-Legal and Corporate Affairs

CHEESEBURGER DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CHEESEBURGER-KANSAS, LIMITED PARTNERSHIP

By: CHEESEBURGER IN PARADISE OF KANSAS, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer

OUTBACK BEVERAGES OF NORTH TEXAS, INC.

By:	/s/ William B. Hadley
	Name: William B. Hadley Title: President

OUTBACK DESIGNATED PARTNER, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-10

OUTBACK STEAKHOUSE OF CENTRAL FLORIDA, LTD.

OUTBACK STEAKHOUSE OF CENTRAL FLORIDA-II, LTD.

OUTBACK STEAKHOUSE OF DALLAS-I, LTD.

OUTBACK STEAKHOUSE OF DALLAS-II, LTD.

OUTBACK STEAKHOUSE OF HOUSTON-I, LTD.

OUTBACK STEAKHOUSE OF HOUSTON-II, LTD.

OUTBACK STEAKHOUSE OF INDIANAPOLIS, LTD.

OUTBACK STEAKHOUSE OF KENTUCKY, LTD.

OUTBACK STEAKHOUSE OF NORTH GEORGIA-I, L.P.

OUTBACK STEAKHOUSE OF NORTH GEORGIA-II, L.P.

OUTBACK STEAKHOUSE OF SOUTH FLORIDA, LTD

OUTBACK STEAKHOUSE OF SOUTH GEORGIA-I, L.P.

OUTBACK STEAKHOUSE OF SOUTH GEORGIA-II, L.P.

OUTBACK STEAKHOUSE OF WASHINGTON, D.C., LTD.

OUTBACK/ALABAMA-I, LIMITED PARTNERSHIP

OUTBACK/ALABAMA-II, LIMITED PARTNERSHIP

OUTBACK/BAYOU-I, LIMITED PARTNERSHIP

OUTBACK/BAYOU-II, LIMITED PARTNERSHIP

OUTBACK/BILLINGS, LIMITED PARTNERSHIP

OUTBACK/BLUEGRASS-I, LIMITED PARTNERSHIP

OUTBACK/BLUEGRASS-II, LIMITED PARTNERSHIP

OUTBACK/BUCKEYE-I, LIMITED PARTNERSHIP

OUTBACK/BUCKEYE-II, LIMITED PARTNERSHIP

OUTBACK/CHARLOTTE-I, LIMITED PARTNERSHIP

OUTBACK/CHICAGO-I, LIMITED PARTNERSHIP

OUTBACK/CLEVELAND-I, LIMITED PARTNERSHIP

OUTBACK/CLEVELAND-II, LIMITED PARTNERSHIP

OUTBACK/DC, LIMITED PARTNERSHIP

OUTBACK/DENVER-I, LIMITED PARTNERSHIP

OUTBACK/DETROIT-I, LIMITED PARTNERSHIP

OUTBACK/HEARTLAND-I, LIMITED PARTNERSHIP

OUTBACK/HEARTLAND-II, LIMITED PARTNERSHIP

OUTBACK/INDIANAPOLIS-II, LIMITED PARTNERSHIP

OUTBACK/METROPOLIS-I, LIMITED PARTNERSHIP

OUTBACK/MID ATLANTIC-I, LIMITED PARTNERSHIP

OUTBACK/MIDWEST-II, LIMITED PARTNERSHIP

OUTBACK/MISSOURI-I, LIMITED PARTNERSHIP

OUTBACK/MISSOURI-II, LIMITED PARTNERSHIP

OUTBACK/NEVADA-I, LIMITED PARTNERSHIP

OUTBACK/NEVADA-II, LIMITED PARTNERSHIP

OUTBACK/NEW ENGLAND-I, LIMITED PARTNERSHIP

OUTBACK/NEW ENGLAND-II, LIMITED PARTNERSHIP

OUTBACK/NEW YORK, LIMITED PARTNERSHIP

OUTBACK/NORTH FLORIDA-I, LIMITED PARTNERSHIP

OUTBACK/NORTH FLORIDA-II, LIMITED PARTNERSHIP

OUTBACK/PHOENIX-I, LIMITED PARTNERSHIP

OUTBACK/PHOENIX-II, LIMITED PARTNERSHIP

OUTBACK/SHENANDOAH-I, LIMITED PARTNERSHIP

OUTBACK/SHENANDOAH-II, LIMITED PARTNERSHIP

OUTBACK/SOUTH FLORIDA-II, LIMITED PARTNERSHIP

OUTBACK/SOUTHWEST GEORGIA, LIMITED PARTNERSHIP

OUTBACK/STONE-II, LIMITED PARTNERSHIP

OUTBACK/UTAH-I, LIMITED PARTNERSHIP

OUTBACK/VIRGINIA, LIMITED PARTNERSHIP

OUTBACK/WEST FLORIDA-I, LIMITED PARTNERSHIP

OUTBACK/WEST FLORIDA-II, LIMITED PARTNERSHIP

OUTBACK/WEST PENN, LIMITED PARTNERSHIP

OUTBACK STEAKHOUSE-NYC, LTD.

OUTBACK CATERING COMPANY, LIMITED PARTNERSHIP

OUTBACK CATERING COMPANY-II, LIMITED PARTNERSHIP

OUTBACK/CENTRAL MASS, LIMITED PARTNERSHIP

OUTBACK/EAST MICHIGAN, LIMITED PARTNERSHIP

OUTBACK/EMPIRE –I, LIMITED PARTNERSHIP

By: OUTBACK STEAKHOUSE OF FLORIDA, INC., the general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-11

OUTBACK KANSAS DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK/CARRABBA’S PARTNERSHIP

By: OUTBACK/MID-ATLANTIC-I, LIMITED PARTNERSHIP, its general partner

By: OUTBACK STEAKHOUSE OF FLORIDA, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

By: CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP, its general partner

By: CARRABBA’S ITALIAN GRILL, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OSF/CIGI OF EVESHAM PARTNERSHIP

By: OUTBACK/MID ATLANTIC-I, LIMITED PARTNERSHIP, its general partner

By: OUTBACK STEAKHOUSE OF FLORIDA, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

By: CARRABBA’S/MID ATLANTIC-I, LIMITED PARTNERSHIP, its general partner

By: CARRABBA’S ITALIAN GRILL, INC., its general partner

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-12

OUTBACK ALABAMA, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A. Montgomery Title: Chief Financial Officer

CARRABBA’S SHREVEPORT, LLC
By:	/s/ John Murphy
	Name: John Murphy Title: Manager

S-13

OUTBACK OF WALDORF, INC.
By:	/s/ Cornell Barnett
	Name: Cornell Barnett Title: President, Secretary and Treasurer

OUTBACK STEAKHOUSE OF SOUTH CAROLINA, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK STEAKHOUSE WEST VIRGINIA, INC.

By:	/s/ Joseph J. Kadow
	Name: Joseph J. Kadow Title: Vice President, Treasurer

CARRABBA’S MIDWEST, INC.

By:	/s/ Paul E. Avery
	Name: Paul E. Avery Title: President

CARRABBA’S ITALIAN GRILL, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-14

CARRABBA’S KANSAS, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer

CHEESEBURGER IN PARADISE OF KANSAS, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer

CHEESEBURGER IN PARADISE, LLC
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

CHEESEBURGER KANSAS DESIGNATED PARTNER, LLC

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

HEARTLAND OUTBACK, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-15

OSI INTERNATIONAL, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK CATERING, INC.
By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK STEAKHOUSE INTERNATIONAL, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

OUTBACK STEAKHOUSE INTERNATIONAL, L.P.

By: OSI INTERNATIONAL, INC., its general partner

By:	/s/ Joseph J. Kadow
	Name: Joseph J. Kadow Title:

OUTBACK STEAKHOUSE OF FLORIDA, INC.

By:	/s/ Dirk A Montgomery
	Name: Dirk A Montgomery Title: Chief Financial Officer, Senior Vice President

S-16

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
By:	/s/ Brad Jones
	Name: Brad Jones
	Title Managing Director

S-17

DEUTSCHE BANK SECURITIES INC.
By:	/s/ Edwin Roland
	Name: Edwin Roland
	Title Managing Director
By:	/s/ Daniel Toscano
	Name: Daniel Toscano
	Title Managing Director

S-18

ABN AMRO INCORPORATED
By:	/s/ David Kanter
	Name: David Kanter
	Title Managing Director

S-19

GE CAPITAL MARKETS, INC.
By:	/s/ Karen Halliday
	Name: Karen Halliday
	Title Duly Authorized Signatory

S-20

RABO SECURITIES USA, INC.
By:	/s/ Kenneth McGrory
	Name: Kenneth McGrory
	Title President
By:	/s/ Wenchi Hu
	Name: Wenchi Hu
	Title Assistant Secretary

S-21

SUNTRUST CAPITAL MARKETS, INC.
By:	/s/ Christopher L. Wood
	Name: Christopher L. Wood
	Title Director

S-22

WELLS FARGO SECURITIES, LLC
By:	/s/ Authorized Signatory
	Name: Authorized Signatory
	Title

S-23

Schedule A

Initial Purchasers

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

ABN AMRO INCORPORATED

GE CAPITAL MARKETS, INC.

RABO SECURITIES USA, INC.

SUNTRUST CAPITAL MARKETS, INC.

WELLS FARGO SECURITIES, LLC

EX-5.1

Exhibit 5.1

May 9, 2008

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as counsel to the OSI Restaurant Partners, LLC, a Delaware limited liability company (“OSI”), OSI Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer” and together with OSI collectively the “Co-Issuers”), each of the guarantors listed on Exhibit I hereto (such listed guarantors, the “Delaware Corporate Guarantors”), each of the guarantors listed on Exhibit II hereto (such listed guarantors, the “Delaware LLC Guarantors” and together with the Delaware Corporate Guarantors collectively the “Delaware Guarantors”), and the other guarantors listed on Exhibit III hereto (such listed guarantors, the “Other Guarantors” and, together with the Delaware Guarantors, collectively, the “Guarantors”) in connection with (i) the proposed issuance by the Co-Issuers in the exchange offer (the “Exchange Offer”) of up to $550,000,000 aggregate principal amount of their 10% Senior Notes due 2015 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”),which have not been, and will not be, so registered, (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by each of the Guarantors and (iii) the preparation of the registration statement on Form S-4 (the “Registration Statement”) filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of June 14, 2007, by and among the Co-Issuers, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, (as amended and supplemented the “Indenture”). The terms of the Exchange Guarantees are contained in the Indenture. This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

OSI Restaurant Partners, LLC OSI Co-Issuer, Inc. May 9, 2008

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact relevant to our opinion, we have relied, without making independent verification, on the accuracy of the representations and warranties of the Co-Issuers and the Guarantors contained in or made pursuant to the Indenture or certificates or other documents delivered in connection therewith, other information obtained from the Co-Issuers or the Guarantors and certificates of public officials and officers of the Co-Issuers and the Guarantors.

We express no opinion as to the laws of any jurisdiction other than those of the State of New York, the corporate laws of the State of Delaware, the limited liability company laws of the State of Delaware and the federal laws of the United States of America. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of Alabama are being opined upon for the Co-Issuers and the Guarantors by Bradley, Arant, Rose & White LLP. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of Florida, the State of Georgia, the State of Maryland or the State of Texas are being opined upon for the Co-Issuers and the Guarantors by Greenberg Traurig, LLP. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of Kansas are being opined upon for the Co-Issuers and the Guarantors by Bryan Cave LLP. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of New Mexico are being opined upon for the Co-Issuers and the Guarantors by Holland & Hart LLP. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of South Carolina are being opined upon for the Co-Issuers and the Guarantors by Nexsen Pruet Adams Kleemeier, LLC. Authorization of the Exchange Guarantees by the Guarantors organized under the laws of the State of West Virginia are being opined upon for the Co-Issuers and the Guarantors by Eckert Seamans Cherin & Mellott, LLC. We have assumed for purposes of our opinions expressed herein that the Exchange Guarantees have been duly authorized by all requisite corporate or other action of each of the Guarantors other than the Delaware Guarantors.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Exchange Notes have been duly authorized by all requisite limited liability company action of OSI and, when executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of a like aggregate principal amount of Outstanding Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of OSI, enforceable against OSI in accordance with their terms.

2. The Exchange Notes have been duly authorized by all requisite corporate action of the Co-Issuer and, when executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of a like aggregate principal amount of Outstanding Notes surrendered in exchange therefor upon completion of the Exchange

- 2 -

OSI Restaurant Partners, LLC OSI Co-Issuer, Inc. May 9, 2008

Offer, the Exchange Notes will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Co-Issuer, enforceable against the Co-Issuer in accordance with their terms.

3. The Exchange Guarantees by the Delaware Corporate Guarantors have been duly authorized by all requisite corporate action of the Delaware Corporate Guarantors.

4. The Exchange Guarantees by the Delaware LLC Guarantors have been duly authorized by all requisite limited liability company action of the Delaware LLC Guarantors.

5. Upon the due issuance, execution and authentication of the Exchange Notes in accordance with the terms of the Indenture and the Exchange Offer, such Exchange Notes shall be entitled to the benefits of the Exchange Guarantees by the Guarantors, which will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinion that the Exchange Notes and Exchange Guarantees constitute legal, valid and binding obligations of the Co-Issuers and the Guarantors, respectively, enforceable against the Co-Issuers and the Guarantors, respectively, in accordance with their respective terms, is subject to, and we express no opinion with respect to, (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

- 3 -

Exhibit I

Delaware Corporate Guarantors

OS Capital, Inc.

OS Mortgage Holdings, Inc.

OS Restaurant Services, Inc.

Exhibit II

Delaware LLC Guarantors

Carrabba’s Designated Partner, LLC

Carrabba’s Kansas Designated Partner, LLC

Carrabba’s Midwest Designated Partner, LLC

Cheeseburger Designated Partner, LLC

Cheeseburger in Paradise, LLC

Cheeseburger Kansas Designated Partner, LLC

Outback Catering Designated Partner, LLC

Outback Designated Partner, LLC

Outback International Designated Partner, LLC

Outback Kansas Designated Partner, LLC

Outback Sports, LLC

Private Restaurant Master Lessee, LLC

Exhibit III

Other Guarantors

	Name of Guarantor	Jurisdiction
1.	Outback Alabama, Inc.	AL
2.	A La Carte Event Pavilion, Ltd.	FL
3.	Carrabba’s Italian Grill, LLC	FL
4.	Carrabba’s Italian Market, LLC	FL
5.	Carrabba’s of Baton Rouge, LLC	FL
6.	Carrabba’s Shreveport, LLC	FL
7.	Carrabba’s/Arizona-I, Limited Partnership	FL
8.	Carrabba’s/Birchwood, Limited Partnership	FL
9.	Carrabba’s/Bobby Pasta, Limited Partnership	FL
10.	Carrabba’s/Broken Arrow, Limited Partnership	FL
11.	Carrabba’s/Canton, Limited Partnership	FL
12.	Carrabba’s/Carolina-I, Limited Partnership	FL
13.	Carrabba’s/Central Florida-I, Limited Partnership	FL
14.	Carrabba’s/Chicago, Limited Partnership	FL
15.	Carrabba’s/Colorado-I, Limited Partnership	FL
16.	Carrabba’s/Crestview Hills, Limited Partnership	FL
17.	Carrabba’s/Dallas-I, Limited Partnership	FL
18.	Carrabba’s/DC-I, Limited Partnership	FL
19.	Carrabba’s/First Coast, Limited Partnership	FL
20.	Carrabba’s/Great Lakes-I, Limited Partnership	FL
21.	Carrabba’s/Gulf Coast-I, Limited Partnership	FL
22.	Carrabba’s/Heartland-I, Limited Partnership	FL
23.	Carrabba’s/Mid Atlantic-I, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
24.	Carrabba’s/Mid East, Limited Partnership	FL
25.	Carrabba’s/New England, Limited Partnership	FL
26.	Carrabba’s/Ohio, Limited Partnership	FL
27.	Carrabba’s/Outback, Limited Partnership	FL
28.	Carrabba’s/Pensacola, Limited Partnership	FL
29.	Carrabba’s/Second Coast, Limited Partnership	FL
30.	Carrabba’s/South Florida-I, Limited Partnership	FL
31.	Carrabba’s/South Texas-I, Limited Partnership	FL
32.	Carrabba’s/Sun Coast, Limited Partnership	FL
33.	Carrabba’s/Texas, Limited Partnership	FL
34.	Carrabba’s/Tri State-I, Limited Partnership	FL
35.	Carrabba’s/Tropical Coast, Limited Partnership	FL
36.	Carrabba’s/Virginia, Limited Partnership	FL
37.	Carrabba’s/West Florida-I, Limited Partnership	FL
38.	Carrabba’s/Z Team Two-I, Limited Partnership	FL
39.	Carrabba’s/Z Team-I, Limited Partnership	FL
40.	Cheeseburger-Buckeye, Limited Partnership	FL
41.	Cheeseburger-Downer’s Grove, Limited Partnership	FL
42.	Cheeseburger-Illinois, Limited Partnership	FL
43.	Cheeseburger-Maryland, Limited Partnership	FL
44.	Cheeseburger-Michigan, Limited Partnership	FL
45.	Cheeseburger-Nebraska, Limited Partnership	FL
46.	Cheeseburger-Northern New Jersey, Limited Partnership	FL
47.	Cheeseburger-Northern Virginia, Limited Partnership	FL
48.	Cheeseburger-Ohio, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
49.	Cheeseburger-South Carolina, Limited Partnership	FL
50.	Cheeseburger-South Eastern Pennsylvania, Limited Partnership	FL
51.	Cheeseburger-South Florida, Limited Partnership	FL
52.	Cheeseburger-Southern NY, Limited Partnership	FL
53.	Cheeseburger-West Nyack, Limited Partnership	FL
54.	Cheeseburger-Wisconsin, Limited Partnership	FL
55.	OS Asset, Inc.	FL
56.	OS Developers, LLC	FL
57.	OS Management, Inc.	FL
58.	OS Realty, LLC	FL
59.	OS Speedway, LLC	FL
60.	OS Tropical, LLC	FL
61.	OSF/CIGI of Evesham Partnership	FL
62.	OSI Gift Card Services, LLC	FL
63.	OSI International, LLC	FL
64.	Outback Catering Company, Limited Partnership	FL
65.	Outback Catering Company-II, Limited Partnership	FL
66.	Outback Catering of Pittsburgh, Ltd.	FL
67.	Outback Catering, Inc.	FL
68.	Outback Steakhouse International, LLC	FL
69.	Outback Steakhouse of Central Florida, Ltd.	FL
70.	Outback Steakhouse of Central Florida-II, Ltd.	FL
71.	Outback Steakhouse of Florida, LLC	FL
72.	Outback Steakhouse of Indianapolis, Ltd.	FL
73.	Outback Steakhouse of Kentucky, Ltd.	FL

	Name of Guarantor	Jurisdiction
74.	Outback Steakhouse of South Florida, Ltd.	FL
75.	Outback Steakhouse of Washington, D.C., Ltd.	FL
76.	Outback Steakhouse-NYC, Ltd.	FL
77.	Outback/Alabama-I, Limited Partnership	FL
78.	Outback/Alabama-II, Limited Partnership	FL
79.	Outback/Bayou-I, Limited Partnership	FL
80.	Outback/Bayou-II, Limited Partnership	FL
81.	Outback/Billings, Limited Partnership	FL
82.	Outback/Bluegrass-I, Limited Partnership	FL
83.	Outback/Bluegrass-II, Limited Partnership	FL
84.	Outback/Buckeye-I, Limited Partnership	FL
85.	Outback/Buckeye-II, Limited Partnership	FL
86.	Outback/Carrabba’s Partnership	FL
87.	Outback/Central Mass, Limited Partnership	FL
88.	Outback/Charlotte-I, Limited Partnership	FL
89.	Outback/Chicago-I, Limited Partnership	FL
90.	Outback/Cleveland-I, Limited Partnership	FL
91.	Outback/Cleveland-II, Limited Partnership	FL
92.	Outback/DC, Limited Partnership	FL
93.	Outback/Denver-I, Limited Partnership	FL
94.	Outback/Detroit-I, Limited Partnership	FL
95.	Outback/East Michigan, Limited Partnership	FL
96.	Outback/Empire-I, Limited Partnership	FL
97.	Outback/Hawaii-I, Limited Partnership	FL
98.	Outback/Heartland-I, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
99.	Outback/Heartland-II, Limited Partnership	FL
100.	Outback/Indianapolis-II, Limited Partnership	FL
101.	Outback/Metropolis-I, Limited Partnership	FL
102.	Outback/Mid Atlantic-I, Limited Partnership	FL
103.	Outback/Midwest-I, Limited Partnership	FL
104.	Outback/Midwest-II, Limited Partnership	FL
105.	Outback/Missouri-I, Limited Partnership	FL
106.	Outback/Missouri-II, Limited Partnership	FL
107.	Outback/Nevada-I, Limited Partnership	FL
108.	Outback/Nevada-II, Limited Partnership	FL
109.	Outback/New England-I, Limited Partnership	FL
110.	Outback/New England-II, Limited Partnership	FL
111.	Outback/New York, Limited Partnership	FL
112.	Outback/North Florida-I, Limited Partnership	FL
113.	Outback/North Florida-II, Limited Partnership	FL
114.	Outback/Phoenix-I, Limited Partnership	FL
115.	Outback/Phoenix-II, Limited Partnership	FL
116.	Outback/Shenandoah-I, Limited Partnership	FL
117.	Outback/Shenandoah-II, Limited Partnership	FL
118.	Outback/South Florida-II, Limited Partnership	FL
119.	Outback/Southwest Georgia, Limited Partnership	FL
120.	Outback/Stone-II, Limited Partnership	FL
121.	Outback/Utah-I, Limited Partnership	FL
122.	Outback/Virginia, Limited Partnership	FL
123.	Outback/West Florida-I, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
124.	Outback/West Florida-II, Limited Partnership	FL
125.	Outback/West Penn, Limited Partnership	FL
126.	Carrabba’s/Georgia-I, Limited Partnership	GA
127.	Outback Steakhouse International, L.P.	GA
128.	Outback Steakhouse of North Georgia-I, L.P.	GA
129.	Outback Steakhouse of North Georgia-II, L.P.	GA
130.	Outback Steakhouse of South Georgia-I, L.P.	GA
131.	Outback Steakhouse of South Georgia-II, L.P.	GA
132.	Carrabba’s Kansas, Inc.	KS
133.	Carrabba’s Midwest, Inc.	KS
134.	Carrabba’s/Kansas Two-I, Limited Partnership	KS
135.	Carrabba’s/Kansas-I, Limited Partnership	KS
136.	Carrabba’s/Midwest-I, Limited Partnership	KS
137.	Cheeseburger in Paradise of Kansas, Inc.	KS
138.	Cheeseburger-Kansas, Limited Partnership	KS
139.	Heartland Outback, Inc.	KS
140.	Heartland Outback-I, Limited Partnership	KS
141.	Heartland Outback-II, Limited Partnership	KS
142.	Carrabba’s of Bowie, LLC	MD
143.	Frederick Outback, Inc.	MD
144.	Outback of Aspen Hill, Inc.	MD
145.	Outback of Germantown, Inc.	MD
146.	Outback of Waldorf, Inc.	MD
147.	Outback & Carrabba’s of New Mexico, Inc.	NM
148.	Outback Steakhouse of South Carolina, Inc.	SC

	Name of Guarantor	Jurisdiction
149.	CIGI Beverages of Texas, Inc.	TX
150.	CIGI Holdings, Inc.	TX
151.	OBTex Holdings, Inc.	TX
152.	Outback Beverages of Texas, Inc.	TX
153.	Outback Steakhouse of Dallas-I, Ltd.	TX
154.	Outback Steakhouse of Dallas-II, Ltd.	TX
155.	Outback Steakhouse of Houston-I, Ltd.	TX
156.	Outback Steakhouse of Houston-II, Ltd.	TX
157.	Outback Steakhouse West Virginia, Inc.	WV

EX-5.2

Exhibit 5.2

May 9, 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. issued in exchange for $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as special Alabama counsel to Outback Alabama, Inc., an Alabama corporation (the “Covered Guarantor”), in connection with (i) the proposed issuance by OSI Restaurant Partners, LLC, a Delaware corporation, and OSI Co-Issuer, Inc., a Delaware corporation (collectively the “Co-Issuers”), in the exchange offer (the “Exchange Offer”) of $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”),which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the “Exchange Guarantee”) by the Covered Guarantor and (iii) the preparation of the registration statement on Form S-4 filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantee under the Securities Act.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture dated as of June 14, 2007 (as amended and supplemented through the date hereof, the “Indenture”), between the Co-Issuers, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The terms of the Exchange Guarantee are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.

This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

OSI Restaurant Partners, LLC OSI Co-Issuer, Inc. May 9, 2008

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Co-Issuers and the Covered Guarantor and of public officials.

The opinion expressed below is limited to matters governed by the laws of the State of Alabama.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Exchange Guarantee has been duly authorized by all requisite corporate action of the Covered Guarantor.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantee. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Bradley Arant Rose & White LLP

Bradley Arant Rose & White LLP

- 2 -

EX-5.3

Exhibit 5.3

May 9, 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. issued in exchange for $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as special counsel in the State of Florida (the “State”) to the OSI Restaurant Partners, LLC, a Delaware corporation, and OSI Co-Issuer, Inc., a Delaware corporation (collectively the “Co-Issuers”), and the Florida Guarantors (defined herein) in connection with (i) the proposed issuance by the Co-Issuers in the exchange offer (the “Exchange Offer”) of $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”),which have not been, and will not be, so registered, and (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Florida Guarantors.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of June 14, 2007, between the Co-Issuers, the Guarantors named therein (the “Guarantors”; those Guarantors organized and existing under the laws of the State, a schedule of which is attached hereto as “Schedule 1”, are hereinafter referred to collectively as the “Florida Guarantors” and individually as a “Florida Guarantor”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented and modified by First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental Indenture and Seventh Supplemental Indenture (as supplemented and modified, the “Indenture”). The terms of the Exchange Guarantees are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Exchange Notes and the Exchange Guaranties will be registered under the Securities Act pursuant to the registration statement on Form S-4 filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”).

This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

In arriving at the opinions expressed below:

(a) We have examined and relied on the facsimile copy of the Indenture submitted to us by your counsel.

(b) With regard to each Florida Guarantor that is a Florida limited partnership, we have examined (i) the Certificate of Limited Partnership and any amendments thereto that have been filed with the Florida Department of State for such entity as certified by the Florida Department of State and (ii) its “partnership agreement” as defined in “(e)” below.

(c) With regard to each Florida Guarantor that is a Florida limited liability company, we have examined (i) the Articles of Organization and any amendments thereto that have been filed with the Florida Department of State for such entity, as certified by the Florida Department of State, (ii) the Certificate of Conversion that has been filed with the Department of State with respect to the predecessor of such entity, (iii) the Plan of Conversion adopted by the predecessor of such entity, and (iv) its “operating agreement” as defined in “(f)” below.

(d) With regard to each Florida Guarantor that is a Florida corporation, we have examined (i) the Articles of Incorporation and any amendments thereto that have been filed with the Florida Department of State for such entity, as certified by the Florida Department of State and (ii) a copy of its by-laws, as certified to us as being current, accurate and complete by an authorized officer of such corporation.

(e) With regard to each Florida Guarantor that is a Florida limited partnership, we have examined copies of those documents which purport to be a full and complete, and currently effective, “partnership agreement” of such limited partnership ((as “partnership agreement” is defined in the Florida Revised Limited Partnership Act (2005) (the “LP Act”)), and for this purpose have relied exclusively upon a certification from the general partner or managing general partner of such limited partnership, including an addendum to certificate pertaining to the limited partner of each such limited partnership, in the form attached hereto as Exhibit A (the “Certifications”), that such copies represent all documents that could be considered part of the currently effective and complete “partnership agreement” of such limited partnership, and we have not made any further inquiry or investigation into the accuracy of or completeness of such certification. We are assuming that such documents (as evidenced by the copies so presented and certified to us) would exhaustively evidence and constitute the sole and exclusive repository of any and all agreements, commitments, undertakings and other understandings among the persons who purport to be the partners of such limited partnership for the purpose of identifying the complete and currently effective “partnership agreement” for that limited partnership within the meaning of the LP Act.

(f) With regard to each Florida Guarantor that is a Florida limited liability company, we have examined copies of those documents which purport to be a full and complete, and currently effective, “operating agreement” of such limited liability company (as “operating agreement” is defined in the Florida Limited Liability Company Act (the “LLC Act”)), and for this purpose have relied exclusively upon a certification from the managing member or manager of such limited liability company (in the form attached hereto as the Certifications) that such copies represent all documents that could be considered part of

2

the currently effective and complete “operating agreement” of such limited liability company, and we have not made any further inquiry or investigation into the accuracy of or completeness of such certification. We are assuming that such documents (as evidenced by the copies so presented and certified to us) would exhaustively evidence and constitute the sole and exclusive repository of any and all agreements, commitments, undertakings and other understandings among the persons who purport to be the members of such limited liability company for the purpose of identifying the complete and currently effective “operating agreement” for that limited liability company within the meaning of the LLC Act.

(g) In the case of Outback/Hawaii-I, Limited Partnership, we are relying upon the opinion given by our firm’s Atlanta, Georgia office with respect to the existence, good standing and authority of its general partner as of the date of its execution and delivery of the Exchange Guarantee.

(h) We have assumed that the Indenture has been executed and delivered by the parties thereto.

(i) We have assumed the genuineness of all signatures, the authenticity of the documents, certificates (and each exhibit attached thereto) and all other writings submitted to us as originals, the conformity to original writings of all copies submitted to us as certified or photostatic copies, the delivery of fully executed originals of the Indenture by each party thereto to the other party(ies), the legal capacity of all natural persons executing the documents, certificates and other writings (or copies thereof) submitted to us, and the accuracy of the Certifications, without any further investigation.

Upon and subject to the foregoing, we are of the opinion that the Exchange Guarantees have been duly authorized by all necessary corporate, limited liability company or limited partnership actions, as applicable.

The opinions set forth in this letter are subject to the following assumptions, qualifications and limitations:

1. This opinion letter is rendered as of the effective date set forth above, and we express no opinion regarding, nor do we undertake to advise you of, any change in laws, circumstances or events which may occur after that date.

2. This opinion letter is limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.

3. While certain members of this firm are admitted to practice in other jurisdictions, for purposes of this opinion letter we have not examined any laws other than the laws of the State, nor have we consulted with members of this firm who are admitted in other jurisdictions with respect to the laws of such jurisdictions; accordingly, the foregoing opinions apply only with respect to said laws examined by us and we express no opinion with respect to the laws of any other jurisdiction. We express no opinion as to the securities laws of the State. The provisions of this opinion letter, however, do not limit or expand or otherwise affect any separate loan opinion letters delivered by other offices of our law firm to the Lender in connection with the financing transaction contemplated by the Note Documents.

3

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,
GREENBERG TRAURIG, P.A.
By:	/s/ Steven E. Goldman
	Steven E. Goldman, Shareholder

4

SCHEDULE 1

	Name of Guarantor	Jurisdiction
1.	A La Carte Event Pavilion, Ltd.	FL
2.	Carrabba’s Italian Grill, LLC	FL
3.	Carrabba’s Italian Market, LLC	FL
4.	Carrabba’s of Baton Rouge, LLC	FL
5.	Carrabba’s Shreveport, LLC	FL
6.	Carrabba’s/Arizona-I, Limited Partnership	FL
7.	Carrabba’s/Birchwood, Limited Partnership	FL
8.	Carrabba’s/Bobby Pasta, Limited Partnership	FL
9.	Carrabba’s/Broken Arrow, Limited Partnership	FL
10.	Carrabba’s/Canton, Limited Partnership	FL
11.	Carrabba’s/Carolina-I, Limited Partnership	FL
12.	Carrabba’s/Central Florida-I, Limited Partnership	FL
13.	Carrabba’s/Chicago, Limited Partnership	FL
14.	Carrabba’s/Colorado-I, Limited Partnership	FL
15.	Carrabba’s /Crestview Hills, Limited Partnership	FL
16.	Carrabba’s/Dallas-I, Limited Partnership	FL
17.	Carrabba’s/DC-I, Limited Partnership	FL
18.	Carrabba’s/First Coast, Limited Partnership	FL
19.	Carrabba’s/Great Lakes-I, Limited Partnership	FL
20.	Carrabba’s/Gulf Coast-I, Limited Partnership	FL
21.	Carrabba’s/Heartland-I, Limited Partnership	FL
22.	Carrabba’s/Mid Atlantic-I, Limited Partnership	FL
23.	Carrabba’s/Mid East, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
24.	Carrabba’s/New England, Limited Partnership	FL
25.	Carrabba’s/Ohio, Limited Partnership	FL
26.	Carrabba’s/Outback, Limited Partnership	FL
27.	Carrabba’s/Pensacola, Limited Partnership	FL
28.	Carrabba’s/Second Coast, Limited Partnership	FL
29.	Carrabba’s/South Florida-I, Limited Partnership	FL
30.	Carrabba’s/South Texas-I, Limited Partnership	FL
31.	Carrabba’s/Sun Coast, Limited Partnership	FL
32.	Carrabba’s/Texas, Limited Partnership	FL
33.	Carrabba’s/Tri State-I, Limited Partnership	FL
34.	Carrabba’s/Tropical Coast, Limited Partnership	FL
35.	Carrabba’s/Virginia, Limited Partnership	FL
36.	Carrabba’s/West Florida-I, Limited Partnership	FL
37.	Carrabba’s/Z Team Two-I, Limited Partnership	FL
38.	Carrabba’s/Z Team-I, Limited Partnership	FL
39.	Cheeseburger-Buckeye, Limited Partnership	FL
40.	Cheeseburger-Downer’s Grove, Limited Partnership	FL
41.	Cheeseburger-Illinois, Limited Partnership	FL
42.	Cheeseburger-Maryland, Limited Partnership	FL
43.	Cheeseburger-Michigan, Limited Partnership	FL
44.	Cheeseburger-Nebraska, Limited Partnership	FL
45.	Cheeseburger-Northern New Jersey, Limited Partnership	FL
46.	Cheeseburger-Northern Virginia, Limited Partnership	FL
47.	Cheeseburger-Ohio, Limited Partnership	FL
48.	Cheeseburger-South Carolina, Limited Partnership	FL
49.	Cheeseburger-South Eastern Pennsylvania, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
50.	Cheeseburger-South Florida, Limited Partnership	FL
51.	Cheeseburger-Southern NY, Limited Partnership	FL
52.	Cheeseburger-West Nyack, Limited Partnership	FL
53.	Cheeseburger-Wisconsin, Limited Partnership	FL
54.	OS Asset, Inc.	FL
55.	OS Developers, LLC	FL
56.	OS Management, Inc.	FL
57.	OS Realty, LLC	FL
58.	OS Speedway, LLC	FL
59.	OS Tropical, LLC	FL
60.	OSF/CIGI of Evesham Partnership	FL
61.	OSI Gift Card Services, LLC	FL
62.	OSI International, LLC	FL
63.	Outback Catering Company, Limited Partnership	FL
64.	Outback Catering Company-II, Limited Partnership	FL
65.	Outback Catering of Pittsburgh, Ltd.	FL
66.	Outback Catering, Inc.	FL
67.	Outback Steakhouse International, LLC	FL
68.	Outback Steakhouse of Central Florida, Ltd.	FL
69.	Outback Steakhouse of Central Florida-II, Ltd.	FL
70.	Outback Steakhouse of Florida, LLC	FL
71.	Outback Steakhouse of Indianapolis, Ltd.	FL
72.	Outback Steakhouse of Kentucky, Ltd.	FL
73.	Outback Steakhouse of South Florida, Ltd.	FL
74.	Outback Steakhouse of Washington D.C., Ltd.	FL

	Name of Guarantor	Jurisdiction
75.	Outback Steakhouse-NYC, Ltd.	FL
76.	Outback/Alabama-I, Limited Partnership	FL
77.	Outback/Alabama-II, Limited Partnership	FL
78.	Outback/Bayou-I, Limited Partnership	FL
79.	Outback/Bayou-II, Limited Partnership	FL
80.	Outback/Billings, Limited Partnership	FL
81.	Outback/Bluegrass-I, Limited Partnership	FL
82.	Outback/Bluegrass-II, Limited Partnership	FL
83.	Outback/Buckeye-I, Limited Partnership	FL
84.	Outback/Buckeye-II, Limited Partnership	FL
85.	Outback/Carrabba’s Partnership	FL
86.	Outback/Central Mass, Limited Partnership	FL
87.	Outback/Charlotte-I, Limited Partnership	FL
88.	Outback/Chicago-I, Limited Partnership	FL
89.	Outback/Cleveland-I, Limited Partnership	FL
90.	Outback/Cleveland-II, Limited Partnership	FL
91.	Outback/DC, Limited Partnership	FL
92.	Outback/Denver-I, Limited Partnership	FL
93.	Outback/Detroit-I, Limited Partnership	FL
94.	Outback/East Michigan, Limited Partnership	FL
95.	Outback/Empire-I, Limited Partnership	FL
96.	Outback/Hawaii-I, Limited Partnership	FL
97.	Outback/Heartland-I, Limited Partnership	FL
98.	Outback/Heartland-II, Limited Partnership	FL
99.	Outback/Indianapolis-II, Limited Partnership	FL
100.	Outback/Metropolis-I, Limited Partnership	FL

	Name of Guarantor	Jurisdiction
101.	Outback/Mid Atlantic-I, Limited Partnership	FL
102.	Outback/Midwest-I, Limited Partnership	FL
103.	Outback/Midwest-II, Limited Partnership	FL
104.	Outback/Missouri-I, Limited Partnership	FL
105.	Outback/Missouri-II, Limited Partnership	FL
106.	Outback/Nevada-I, Limited Partnership	FL
107.	Outback/Nevada-II, Limited Partnership	FL
108.	Outback/New England-I, Limited Partnership	FL
109.	Outback/New England-II, Limited Partnership	FL
110.	Outback/New York, Limited Partnership	FL
111.	Outback/North Florida-I, Limited Partnership	FL
112.	Outback/North Florida-II, Limited Partnership	FL
113.	Outback/Phoenix-I, Limited Partnership	FL
114.	Outback/Phoenix-II, Limited Partnership	FL
115.	Outback/Shenandoah-I, Limited Partnership	FL
116.	Outback/Shenandoah-II, Limited Partnership	FL
117.	Outback/South Florida-II, Limited Partnership	FL
118.	Outback/Southwest Georgia, Limited Partnership	FL
119.	Outback/Stone-II, Limited Partnership	FL
120.	Outback/Utah-I, Limited Partnership	FL
121.	Outback/Virginia, Limited Partnership	FL
122.	Outback/West Florida-I, Limited Partnership	FL
123.	Outback/West Florida-II, Limited Partnership	FL
124.	Outback/West Penn, Limited Partnership	FL

EX-5.4

Exhibit 5.4

May 9, 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. issued in exchange for $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as special counsel in the State of Georgia to OSI Restaurant Partners, LLC, a Delaware corporation, and OSI Co-Issuer, Inc., a Delaware corporation (collectively the “Co-Issuers”), and the Georgia Guarantors (defined herein) in connection with (i) the proposed issuance by the Co-Issuers in the exchange offer (the “Exchange Offer”) of $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”), which have not been, and will not be, so registered, and (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Georgia Guarantors.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of June 14, 2007, between the Co-Issuers, the Guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as so modified and supplemented by that certain First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental Indenture and Seventh Supplemental Indenture (as so supplemented and modified, “Indenture”). For purposes of this Opinion, each of Outback Steakhouse of North Georgia–I, L.P., Outback Steakhouse of North Georgia–II, L.P., Outback Steakhouse of South Georgia–I, L.P., Outback Steakhouse of South Georgia–II, L.P., Carrabba’s/Georgia-I, Limited Partnership and Outback Steakhouse International, L.P. is referred to herein as a “Georgia Guarantor” and collectively as the “Georgia Guarantors.”

The terms of the Exchange Guarantees are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Exchange Notes and the Exchange Guaranties will be registered under the Securities Act pursuant to the registration statement on Form S-4 filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”). This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

In our capacity as special Georgia counsel to the Co-Issuers, we delivered to Banc of America Securities, LLC, Deutsche Bank Securities, Inc. and others, as initial purchasers, an Opinion of counsel

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

May 9, 2008

Page 2

dated June 14, 2007 (the “Original Opinion”), respecting the execution and delivery by the Georgia Guarantors of the Indenture and that certain Purchase Agreement, Joinder Agreement, and Registration Rights Agreement governing, in part, the issuance of the Exchange Notes and the Exchange Guarantees.

Based on our examination and review as of the date of the Original Opinion of the Indenture and certain organizational documents, certificates, and agreements respecting the Georgia Guarantors, and based on the assumptions and qualifications set forth below, we are of the opinion that the Exchange Guarantees of the Georgia Guarantors have been duly authorized by all limited partnership action of the Georgia Guarantors.

The opinions set forth in this letter are subject to the following assumptions, qualifications and limitations:

1. This opinion letter is rendered as of the effective date set forth above, and we express no opinion regarding, nor do we undertake to advise you of, any change in laws, circumstances or events which may occur after that date.

2. This opinion letter is limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.

3. While certain members of this firm are admitted to practice in other jurisdictions, for purposes of this opinion letter we have not examined any laws other than the laws of the State of Georgia, nor have we consulted with members of this firm who are admitted in other jurisdictions with respect to the laws of such jurisdictions; accordingly, the foregoing opinions apply only with respect to said laws examined by us and we express no opinion with respect to the laws of any other jurisdiction. We express no opinion as to the securities laws of the State of Georgia. The provisions of this opinion letter, however, do not limit or expand or otherwise affect any separate opinion letters delivered by other offices of our law Firm to the addressees in connection with the issuance of the Exchange Guaranties by the Georgia Guarantors.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Greenberg Traurig, LLP

GREENBERG TRAURIG, LLP

EX-5.5

Exhibit 5.5

May 9, 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5^th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5^th Floor

Tampa, Florida 33607

Re: $550,000,000 aggregate principal amount of 10% Senior Notes, due 2015 (the “Exchange Notes”), of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. (collectively, the “Co-Issuers”), issued in exchange for $550,000,000 aggregate principal amount of 10% Senior Notes, due 2015 (the “Outstanding Notes”), of Co-Issuers (the “Transaction”).

Ladies and Gentlemen:

We have acted as Kansas legal counsel to the Kansas Guarantors (as defined herein) in connection with the guarantees (“Exchange Guarantees”), the terms of which are set forth in the Indenture as described below, executed by the Kansas Guarantors, in connection with the Transaction. The term Kansas Guarantors as used herein shall mean the entities listed on Annex A attached hereto. We understand that the Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture (the “Indenture”), dated as of June 14, 2007, between the Co-Issuers, the Guarantors named therein (including the Kansas Guarantors) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

In connection herewith, we have examined the Indenture (hereinafter referred to as, the “Reviewed Document”).

For purposes of this opinion letter, we have not reviewed any document other than the Reviewed Document. In particular, we have not reviewed any document that is referred to in or incorporated by reference into the Reviewed Document. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

May 9, 2008

Page 2

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Articles of Incorporation or Certificate of Limited Partnership and the Bylaws or Limited Partnership Agreement (as applicable) of the Kansas Guarantors and such other company records, agreements and instruments of the Kansas Guarantors, certificates of public officials and officers of the Kansas Guarantors, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the Reviewed Document and the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the Reviewed Document and certificates and statements of appropriate representatives of the Kansas Guarantors.

In connection herewith, we have assumed that, other than with respect to the Kansas Guarantors, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The execution and delivery by the Kansas Guarantors of the Indenture, solely with respect to the Exchange Guarantees, and the consummation by the Kansas Guarantors of their obligations, solely with respect to the Exchange Guarantees, are within such Kansas Guarantors’ company or limited partnership power, as applicable, and authority and have been duly authorized by all necessary company or limited partnership action, as applicable, on the part of such Kansas Guarantors.

Our opinions herein reflect only the application of applicable Kansas law. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. We express no opinion as to whether the Kansas Guarantors may guarantee or otherwise

May 9, 2008

Page 3

become liable for, or pledge or grant a security interest in their assets to secure, indebtedness incurred by Co-Issuers except to the extent that the Kansas Guarantors may be determined to have benefited from the incurrence of the indebtedness by Co-Issuers. Notwithstanding the foregoing, we express no opinion as to the laws of any jurisdiction other than the Included Laws. For purposes of this opinion, the term “Included Laws” means the items described in the first sentence in this paragraph that are, in our experience, normally applicable to transactions of the type contemplated in the Exchange Guarantees. The term Included Laws specifically excludes (a) laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property laws, antitrust issues, Federal Reserve Board margin regulation issues blue sky laws and securities law issues.

This opinion letter is being delivered by us solely for your benefit pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In addition, we consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to the Securities Commissioner for the various states of the United States for registration of the Exchanges Notes and the Exchange Guarantees. We do not render any opinions except as set forth above. By your acceptance of this opinion letter, except as set forth above, you agree that it may not be relied upon, circulated, quoted or otherwise referred to by any other person or entity or for any other purpose without our prior written consent in each instance.

Very truly yours,

/s/ Bryan Cave LLP

BRYAN CAVE LLP

May 9, 2008

Page 4

Annex A

The Kansas Guarantors

Carrabba’s Kansas, Inc.

Carrabba’s Midwest, Inc.

Carrabba’s/Kansas-I, Limited Partnership

Carrabba’s/Kansas Two-I, Limited Partnership

Carrabba’s/Midwest-I, Limited Partnership

Cheeseburger in Paradise of Kansas, Inc.

Cheeseburger-Kansas, Limited Partnership

Heartland Outback, Inc.

Heartland Outback-I, Limited Partnership

Heartland Outback-II, Limited Partnership

EX-5.6

Exhibit 5.6

May 9, 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. issued in exchange for $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as special counsel in the State of Maryland (the “State”) to the parties described in Schedule 1 attached hereto (the “Maryland Guarantors”) in connection with the guarantees by the Maryland Guarantors (the “Exchange Guarantees”) of $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 (the “Exchange Notes”) to be issued by OSI Restaurant Partners, LLC, a Delaware limited liability company, and OSI Co-Issuer, Inc., a Delaware corporation (collectively the “Co-Issuers”), which Exchange Notes are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”), which have not been, and will not be, so registered.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture (the “Indenture”), dated as of June 14, 2007, between the Co-Issuers, the Guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented. The terms of the Exchange Guarantees are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Exchange Notes and the Exchange Guaranties will be registered under the Securities Act pursuant to the registration statement on Form S-4 filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”).

This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In arriving at the opinion expressed below:

(a) We have examined and relied on the facsimile copy of the Indenture submitted to us by your counsel.

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

May 9, 2008

Page 2

(b) We have (i) examined a copy of a Secretary’s Certificate dated May 9, 2008 and/or an Omnibus Secretary’s Certificate dated May 9, 2008 (confirming the information set forth in Secretary’s Certificates dated June 14, 2007) for each Maryland Guarantor and the attachments thereto (collectively, the “Secretary’s Certificates”), including (A) in the case of the Maryland Guarantor that is a Maryland limited liability company, a copy of the Articles of Organization and operating agreement and any amendments thereto and an action by written consent of the members of such Maryland Guarantor, and (B) in the case of each Maryland Guarantor that is a Maryland corporation, a copy of each corporation’s Articles of Incorporation and by-laws and any amendments thereto and actions by unanimous written consent of the sole director of each such Maryland Guarantor; and (ii) relied upon the truth of the certifications set forth in each such Secretary’s Certificate. We have assumed that the resolutions adopted by the written consents attached to such Secretary’s Certificates have not been in any way amended, modified, revoked or rescinded since their adoption and remain in full force and effect as of the date hereof.

(c) We have assumed that there are no binding agreements among the shareholders of each Maryland Guarantor that is a corporation (including but not limited to a “unanimous stockholders’ agreement”, as defined in Section 4-101(c) of the Corporations and Associations Article of the Annotated Code of Maryland).

(d) We have assumed in the case of each corporation, limited liability company, partnership or other organization that is identified as a member or manager in the operating agreement described in “(b)” above of the Maryland Guarantor that is a limited liability company, or that is the sole shareholder of any Maryland Guarantor that is a corporation, that (i) such member, manager or shareholder is validly existing, in good standing in the state or other jurisdiction where it is organized, and is qualified or otherwise authorized to conduct business in any state or jurisdiction where such qualification or authorization is required, (ii) that each such member, manager or shareholder has the corporate or other organizational power and authority to take such actions as may be required to authorize the limited liability company of which it is a member or manager or the corporation of which it is the sole shareholder, as applicable, to execute the applicable Exchange Guarantee and deliver the applicable Exchange Guarantee and to authorize any actions necessary to cause such member, manager or shareholder, and the limited liability company or corporation of which it is a member, manager or shareholder, as applicable, to timely and fully perform each of such limited liability company’s or corporation’s duties and commitments under the applicable Exchange Guarantee, (iii) that all such actions have actually been taken and fully effectuated by such member, manager or shareholder, and (iv) without limiting the foregoing, that the affirmative vote or other consent to the execution and delivery of the applicable Exchange Guarantee by Maryland Guarantors has been obtained from each member, manager and shareholder whose affirmative vote or consent is required for such action.

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

May 9, 2008

Page 3

(e) We have assumed that the Indenture has been executed and delivered by the parties thereto in the same form as the facsimile copy on which we are relying.

(f) We have assumed the genuineness of all signatures, the authenticity of the documents, certificates (and each exhibit attached thereto) and all other writings submitted to us as originals, the conformity to original writings of all copies submitted to us as certified or photostatic copies, the delivery of fully executed originals of the Indenture by each party thereto to the other party(ies), the legal capacity of all natural persons executing the documents, certificates and other writings (or copies thereof) submitted to us, and the accuracy of the Secretary’s Certificates, without any further investigation.

Based upon and subject to the foregoing, and subject to the additional assumptions, qualifications and limitations set forth herein, we are of the opinion that the Exchange Guarantees have been duly authorized by all necessary corporate or limited liability company actions, as applicable, on the part of each of the Maryland Guarantors.

The opinion set forth in this letter is subject to the following assumptions, qualifications and limitations:

1. This opinion letter is rendered as of the effective date set forth above, and we express no opinion regarding, nor do we undertake to advise you of, any change in laws, circumstances or events which may occur after that date.

2. This opinion letter is limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.

3. We are admitted to practice in the State of Maryland and the opinions set forth in this letter are limited to the laws of the State of Maryland that are generally applicable to corporations and limited liability companies. We express no opinion as to the securities laws of the State of Maryland. While certain members of this firm are admitted to practice in other jurisdictions, for purposes of this opinion letter we have not examined any laws other than the aforesaid laws of the State of Maryland, nor have we consulted with members of this firm who are admitted in other jurisdictions with respect to the laws of such jurisdictions; accordingly, the foregoing opinions apply only with respect to said laws examined by us and we express no opinion with respect to the laws of any other jurisdiction. The provisions of this opinion letter, however, do not limit or expand or otherwise affect any separate loan opinion letters delivered by other offices of our law firm in connection with the Exchange Notes.

The foregoing opinions may be relied on by you, and may not be relied upon, in whole or in part, by any other person or entity for any purpose without our prior written consent. The opinions provided herein are provided as legal opinions only and not as a guarantee or warranty of the matters discussed herein.

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

May 9, 2008

Page 4

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Greenberg Traurig, LLP

GREENBERG TRAURIG, LLP

SCHEDULE 1

List of Maryland Guarantors

Corporations

Outback of Waldorf, Inc. (a Close Corporation)

Frederick Outback, Inc.

Outback of Aspen Hill, Inc. (a Close Corporation)

Outback of Germantown, Inc. (a Close Corporation)

Limited Liability Company

Carrabba’s of Bowie, LLC

EX-5.7

Exhibit 5.7

May 9, 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5^th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5^th Floor

Tampa, Florida 33607

Re: $550,000,000.00 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. issued in exchange for $550,000,000.00 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as counsel in the State of Texas (the “State”) to the parties described in Schedule 1 attached hereto (herein referred to collectively as the “Texas Guarantors” and individually as a “Texas Guarantor”) in connection with (i) the proposed issuance by the OSI Restaurant Partners. LLC, a Delaware corporation and OSI Co-Issuer, Inc., a Delaware corporation (collectively the “Co-Issuers”), in the exchange offer (the “Exchange Offer”) of $550,000,000.00 aggregate principal amount of 10% Senior Notes due 2015 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”), which have not been, and will not be, so registered, and (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Texas Guarantors.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture (the “Indenture”) dated June 14, 2007 among the Co-Issuers, the Texas Guarantors, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented. The terms of the Exchange Guarantees are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Exchange Notes and the Exchange Guaranties will be registered under the Securities Act pursuant to the registration statement on Form S-4 filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”).

This opinion is furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In arriving at the opinions expressed below:

(a) We have examined and relied on the facsimile copy of the Indenture submitted to us by your counsel.

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

May 9, 2008

Page 2

(b) We have: (i) examined a copy of a Secretary’s Certificate dated May 9, 2008 and/or an Omnibus Secretary’s Certificate dated May 9, 2008 (confirming the certifications set forth in Secretary’s Certificates dated June 14, 2007) for each Texas Guarantor and the attachments thereto (collectively the “Secretary’s Certificates”), including (A) in the case of each Texas Guarantor that is a Texas limited partnership, copies of the Certificate of Limited Partnership and the partnership agreement and any amendments thereto for each such limited partnership, an action by written consent of the sole general partner of each such limited partnership and a Certificate of Existence dated as May 2, 2008 issued by the Texas Secretary of State for each such limited partnership and a Certificate of Good Standing issued by the Texas Comptroller of Public Accounts dated as of May 5, 2008 for each such limited partnership and (B) in the case of each Texas Guarantor that is a Texas Corporation, a copy of each such corporation’s articles of incorporation and bylaws and any amendments thereto; actions by unanimous written consent by the directors of each such corporation and a Certificate of Existence dated as of May 2, 2008 issued by the Texas Secretary of State for each such corporation, a Certificate of Good Standing issued by the Texas Comptroller of Public Accounts dated as of May 8, 2008 for CIGI Holdings, Inc., and a Certificate of Good Standing issued by the Texas Comptroller of Public Accounts dated as of May 5, 2008 for each such other corporation, and (ii) relied upon the truth of the certifications set forth in each such Secretary’s Certificate. We have assumed that the resolutions adopted by the written consents attached to such Secretary’s Certificates have not been in any way amended, modified, revoked or rescinded since their adoption and remain in full force and effect as of the date hereof.

(c) We have assumed that the Indenture has been executed and delivered by the parties thereto.

(d) We have relied upon the truth of the certifications set forth in each Secretary’s Certificate and have assumed that the certifications set forth therein continue to be accurate.

Based upon and subject to the foregoing, and subject to the additional assumptions, qualifications and limitations set forth herein, we are of the opinion that the Exchange Guarantees have been duly authorized by all necessary corporate or limited partnership actions, on the part of each of the Texas Guarantors.

The opinions set forth in this letter are subject to the following assumptions, qualifications and limitations:

1. This opinion letter is rendered as of the effective date set forth above, and we express no opinion regarding, nor do we undertake to advise you of, any change in laws, circumstances or events which may occur after that date.

2. This opinion letter is limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

May 9, 2008

Page 3

3. We are admitted to practice in the State and the opinions set forth in this letter are limited to the laws of the State that are generally applicable to corporations, limited partnerships, and limited liability companies. In addition, and without limiting the previous sentence, we express no opinion herein with respect to the securities or “Blue Sky” laws of the State. While certain members of this firm are admitted to practice in other jurisdictions, for purposes of this opinion letter we have not examined any laws other than the aforesaid laws of the State; accordingly, the foregoing opinions apply only with respect to said laws examined by us and we express no opinion with respect to the laws of any other jurisdiction. The provisions of this opinion letter, however, do not limit or expand or otherwise affect any separate opinion letters delivered by other offices of our law firm to the Co-Issuers in connection with the Exchange Notes.

The foregoing opinions may be relied on by you, and may not be relied upon, in whole or in part, by any other person or entity for any purpose without our prior written consent. The opinions provided herein are provided as legal opinions only and not as a guarantee or warranty of the matters discussed herein.

We hereby consent to the filing of this opinion with the Securities and Exchange commission as an exhibit to the Registration Statement and further consent to the filing of this opinion s an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. The opinions provided herein are provided as legal opinions only and not as a guarantee or warranty of the matters discussed herein.

Very truly yours,

/s/ Greenberg Traurig, LLP

GREENBERG TRAURIG, LLP

SCHEDULE 1

TEXAS GUARANTORS

Limited Partnerships

Outback Steakhouse of Dallas–I, Ltd.

Outback Steakhouse of Dallas–II, Ltd.

Outback Steakhouse of Houston–I, Ltd.

Outback Steakhouse of Houston-II, Ltd.

Corporations

ObTex Holdings Inc.

CIGI Beverages of Texas Inc.

CIGI Holdings Inc.

Outback Beverages of Texas Inc.

EX-5.8

Exhibit 5.8

May, 9 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: Outback & Carrabba’s of New Mexico, Inc.

Ladies and Gentlemen:

We have acted as special local counsel in the State of New Mexico (the “State”) to Outback & Carrabba’s of New Mexico, Inc., a New Mexico corporation (“Subsidiary Guarantor”), for the purpose of rendering this opinion in connection with (i) the proposed issuance by OSI Restaurant Partners, LLC, a Delaware corporation (the “Company”), and OSI Co-Issuer, Inc., a Delaware corporation (together with the Company, the “Co-Issuers”), in the exchange offer (the “Exchange Offer”) of $550,000,000.00 aggregate principal amount of 10% Senior Notes due 2015 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”), which have not been, and will not be, so registered, (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by Subsidiary Guarantor and (iii) the preparation of the registration statement on Form S-4 filed by the Co-Issuers with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

We understand that the Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture (the “Indenture”), dated as of June 14, 2007, between the Co-Issuers, the Guarantors named therein (including Subsidiary Guarantor) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The terms of the Exchange Guarantees are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.

This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

May 9, 2008

Page 2

In connection with the opinions expressed herein, we have examined copies of the following documents:

(a) the Indenture and the Exchange Guarantee included in the Indenture; and

(b) the Joinder Agreement, dated as of June 14, 2007, executed by Subsidiary Guarantor (the “Joinder Agreement”).

We have also examined:

(c) Certificates of the secretary of Subsidiary Guarantor dated June 14, 2007 and May 9, 2008 as to (i) certain factual matters, (ii) the organizational documents of Subsidiary Guarantor, and (iii) resolutions of the board of directors of Subsidiary Guarantor, certified to us as having been adopted on June 14, 2007 and as being currently in effect, approving, among other things, the Exchange Guarantee (the “Officer’s Certificates”);

(d) copies of the Articles of Incorporation of Subsidiary Guarantor as of June 14, 2007, certified to us in the Officer’s Certificates as being true, complete and in effect on the date hereof; and

(e) copies of the Bylaws of Subsidiary Guarantor as of June 14, 2007, certified to us in the Officer’s Certificates as being true, completed and in effect on the date hereof.

We have conducted such inquiries and examinations of law as we deem necessary or appropriate for rendering this opinion. As to factual matters, we have relied upon and assumed the truthfulness and accuracy of the certifications made in the Officer’s Certificates and the Indenture. We do not represent Subsidiary Guarantor on a regular basis and there may exist matters of a factual nature that could have a bearing on our opinion with respect to which we have not been consulted, or of which we are otherwise unaware.

Except as described above, we have not reviewed any documents other than those documents listed in items (a) through (e), and have not conducted any examination of any public records, and the opinions rendered herein are limited accordingly. The opinions expressed herein relate solely to the Exchange Guarantee and not to any other documents, agreements, instruments, or exhibits attached to, referred to in, or incorporated by reference into any the Exchange Guarantee or the Indenture.

In rendering our opinion, we have assumed (a) the genuineness of all signatures on all documents and instruments; (b) the authenticity of documents submitted to us as originals; and (c) the conformity to the originals of all documents submitted to us as certified, conformed, or photostatic copies.

OSI Restaurant Partners, LLC

OSI Co-Issuer, Inc.

May 9, 2008

Page 3

Based on the foregoing, and subject to the qualifications and assumptions set forth herein, it is our opinion that the execution, delivery and performance of the Exchange Guarantee by Subsidiary Guarantor has been duly authorized by all requisite corporate action of Subsidiary Guarantor.

Our opinions are based upon State laws as of this date and upon facts now known to us; we expressly disavow any obligation to advise you with respect to future changes in law or in our knowledge or as to any event or change of condition occurring subsequent to the date of this letter.

The opinions expressed in this letter are strictly limited to the matters stated herein, and no other opinions may be implied. This opinion is provided as a legal opinion only, effective as of the date of this letter, and not as representations of fact. We understand that the addressees have made such independent investigations of the facts as the addressees deemed necessary, and that the determination of the extent of those investigations of fact that are necessary has been made independent of this opinion letter.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference to our firm under caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Holland & Hart LLP

HOLLAND & HART, LLP

EX-5.9

Exhibit 5.9

May 9, 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. issued in exchange for $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as South Carolina local counsel to the OSI Restaurant Partners, LLC, a Delaware corporation, and OSI Co-Issuer, Inc., a Delaware corporation (collectively the “Co-Issuers”), and the Guarantors (defined herein) in connection with (i) the proposed issuance by the Co-Issuers in the exchange offer (the “Exchange Offer”) of $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”),which have not been, and will not be, so registered, (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors and (iii) the preparation of the registration statement on Form S-4 filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, as amended and supplemented, (the “Indenture”), dated as of June 14, 2007, between the Co-Issuers, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The terms of the Exchange Guarantees are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.

This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

OSI Restaurant Partners, LLC	- 2 -	May 9, 2008
OSI Co-Issuer, Inc.

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Guarantors listed on Annex A (the “Covered Guarantors”) and of public officials.

The opinions expressed below are limited to matters governed by the laws of the State of South Carolina and the federal laws of the United States of America.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. The Exchange Guarantees have been duly authorized by all requisite corporate action of the Covered Guarantors.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Nexsen Pruet, LLC

Nexsen Pruet, LLC

ANNEX A

	Name of Guarantor	Jurisdiction
1.	Outback Steakhouse of South Carolina, Inc.	SC

EX-5.10

Exhibit 5.10

May 9, 2008

OSI Restaurant Partners, LLC

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

OSI Co-Issuer, Inc.

2202 N. West Shore Blvd., 5th Floor

Tampa, Florida 33607

Re: Outback Steakhouse West Virginia, Inc., guarantor of $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. issued in exchange for $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc.

Ladies and Gentlemen:

We have acted as limited purpose West Virginia local counsel to Outback Steakhouse West Virginia, Inc. (“OSIWV”), a West Virginia corporation, in its capacity as one of several Guarantors in relation to the participation of OSI Restaurant Partners, LLC, a Delaware corporation, and OSI Co-Issuer, Inc., a Delaware corporation (collectively the “Co-Issuers”), and the Guarantors (as defined therein) in (i) the proposed issuance by the Co-Issuers in the exchange offer (the “Exchange Offer”) of $550,000,000 aggregate principal amount of 10% Senior Notes due 2015 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Co-Issuers’ outstanding 10% Senior Notes due 2015 (the “Outstanding Notes”), which have not been, and will not be, so registered, (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors and (iii) the preparation of the registration statement on Form S-4 filed by the Co-Issuers and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, as amended and supplemented (the “Indenture”), dated as of June 14, 2007, between the Co-Issuers, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The terms of the Exchange Guarantees are contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.

This opinion is furnished in accordance with the requirements of Item 601(b) (5) of Regulation S-K under the Securities Act.

In our representation of OSIWV as a Guarantor, we have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Co-Issuers and the Guarantors , including OSIWV, and of public officials.

The opinions expressed below are limited to matters governed by the laws of the State of West Virginia, and the federal laws of the United States of America.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

The Exchange Guaranty delivered by OSIWV has been duly authorized by all requisite corporate action of OSIWV.

We have reviewed the following documents provided to us by OSIWV (the “Company Documents”):

A The Articles of Incorporation of and Certificate of Incorporation of The Greg Michels Company, (predecessor to Outback) dated December 20, 1995, and December 22, 1995, respectively;

B The Amendment to the Articles of Incorporation and Certificate of Amendment to the Articles of Incorporation of The Greg Michaels Company changing the name of the corporation to Outback Steakhouse West Virginia, Inc., dated January 4, 1996, and January 24, 1996, respectively;

C The Certificates of the Secretary of OSIWV dated June 14, 2007 and May 9, 2008, and any exhibits thereto, including the resolutions of OSIWV dated June 14, 2007; and

D The Certificate of Existence dated May 5, 2008, issued by the West Virginia Secretary of State with regard to OSIWV.

Based on our review of the materials identified above, we are of the opinion that neither the Articles of Incorporation nor the Bylaws of Outback Steakhouse West Virginia, Inc. contains provisions regarding the indemnification of directors and officers or limitations on the liability of directors and officers.

We had no relationship with OSIWV prior to our review of the above instruments, and have no relationship with OSIWV other than in reviewing the same with regard to this the transactions contemplated above. We have not examined: (i) any other document

or instrument related to or collateral to the transaction other than the instruments set forth above; or (ii) with the exception of the Company Documents, any document or instrument under which OSIWV, or any other party to the instruments identified herein or party vested with any interest in the transaction, is formed or registered to conduct business in any State, or authorized to enter into the transaction or deliver any instrument identified herein or any instrument or document referenced therein; or (iii) any other public or private records, certificates, registrations, agreements and documents, or made any inquiry of OSIWV or any other party to the transaction or the principals, members, partners, officers, or directors thereof, or made any independent investigation of fact or law for the purpose of providing the opinions hereinafter expressed. The opinions set forth herein are expressly limited to participation of OSIWV as a guarantor in the transaction.

In rendering this opinion letter, we have assumed that there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties, that would, in either case, define, supplement or qualify the terms of the Company Documents or the other instruments referenced herein.

To the extent that the instruments referenced herein and Company Documents are governed by the laws of the State of West Virginia, we have made such investigations of law as we have deemed appropriate for the purpose of providing the opinions hereinafter expressed.

In our examination, we have assumed the validity and genuineness of all signatures of all parties to the transaction , the authenticity of all documents submitted to us as originals, the conformity with the originals (and the authenticity of such originals) of all documents submitted to us as copies, and the accuracy and completeness of all documents submitted to us. As to various factual matters, we have assumed the accuracy, completeness and genuineness of, and have relied on, the representations of the various parties in the instruments referenced herein. We have had no direct contact with any principal, officer, director or employee of the Co-Issuers or OSIWV, and have communicated only with, and received all information on which we rely, from Ropes & Gray, LLP.

In rendering the opinions herein, we also have assumed without independent inquiry that: (i) each non-OSIWV party to the transaction is validly existing under the laws of the jurisdiction governing its organization, is duly qualified to do business, has duly authorized, executed and delivered each of the Security Instruments to which it is a party, and has the power and authority to do so and to perform its obligations under each of the instruments referenced herein; (ii) each person acting on behalf of each of non-OSIWV party to the transaction or signing any of the instruments referenced herein in behalf of any of the of any of the parties to the transaction had the authority to do so; (iii) each party to the transaction has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the instruments referenced herein against OSIWV; (iv) each of the instruments referenced herein constitutes the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms; and (vi) each party has acted and will act in good faith and will seek to enforce its rights and remedies under instruments referenced herein.

Each of the assumptions set forth above is made without independent investigation or verification, but without reason to believe that such assumption is incorrect.

Wherever an opinion is indicated herein to be based on our knowledge or to the best of our knowledge, we intend to signify that no lawyer in our firm has had any active representation of OSIWV, involvement in any aspect of the transaction other than review of the instruments referenced herein to the extent they related to OSIWV or any related transaction and Company Documents for statutory compliance purposes. Further, with regard to such opinions, no lawyer in our firm who has been actively involved in preparing this opinion letter is consciously aware at this time of facts inconsistent with such opinion. No constructive or imputed knowledge is within the coverage of any such opinion. We have not made or undertaken to make any investigation, inquiry or analysis with respect to opinions that are indicated to be based on our knowledge, nor have we conducted a review of the firm’s files.

The opinions expressed herein are subject to the qualification that the enforceability of provisions in the Indenture providing for indemnification or contribution may be limited by public policy considerations. In addition, we express no opinion as to (i) the extent to which broadly worded waivers may be enforced, (ii) the enforceability of any provision of the Indenture which purports to grant the right of setoff to a purchaser of a participation in the loans outstanding thereunder or which constitutes a penalty or forfeiture or (iii) the extent to which provisions providing for conclusive presumptions or determinations, non-effectiveness of oral modifications, reproduction of documents, submission to jurisdiction, waiver of or consent to service of process and venue or waiver of offset or defenses will be enforced.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Steven M. Prunty

The Fusco Legal Group, LC

EX-10.1

Exhibit 10.1

EXECUTION VERSION

CREDIT AGREEMENT

Dated as of June 14, 2007

among

OSI RESTAURANT PARTNERS, LLC,

as Borrower,

OSI HOLDCO, INC.,

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent,

Pre-Funded RC Deposit Bank,

Swing Line Lender and an L/C Issuer,

THE OTHER LENDERS PARTY HERETO,

BANK OF AMERICA, N.A.,

as Syndication Agent,

GENERAL ELECTRIC CAPITAL CORPORATION,

SUNTRUST BANK

and

COOPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., “RABOBANK

NEDERLAND”, NEW YORK BRANCH,

as Co-Documentation Agents for the Term Loan Facility,

and

LASALLE BANK NATIONAL ASSOCIATION,

WACHOVIA BANK, NATIONAL ASSOCIATION and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as

Co-Documentation Agents for the Working Capital RC and Pre-Funded RC Facilities

DEUTSCHE BANK SECURITIES INC. and

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers and Co-Bookrunners

2

TABLE OF CONTENTS

			Page
ARTICLE I Definitions and Accounting Terms			2
	Section 1.01.	Defined Terms	2
	Section 1.02.	Other Interpretive Provisions	58
	Section 1.03.	Accounting Terms	59
	Section 1.04.	Rounding	59
	Section 1.05.	References to Agreements, Laws, Etc.	59
	Section 1.06.	Times of Day	60
	Section 1.07.	Timing of Payment of Performance	60
	Section 1.08.	Currency Equivalents Generally	60
	Section 1.09.	Change of Currency	60
	Section 1.10.	Cumulative Growth Amount Transactions	60
ARTICLE II The Commitments and Credit Extensions			60
	Section 2.01.	The Loans	60
	Section 2.02.	Borrowings, Conversions and Continuations of Loans	61
	Section 2.03.	Letters of Credit	63
	Section 2.04.	Swing Line Loans	71
	Section 2.05.	Pre-Funded RC Deposits	74
	Section 2.06.	Prepayments	77
	Section 2.07.	Termination or Reduction of Commitments	81
	Section 2.08.	Repayment of Loans	82
	Section 2.09.	Interest	82
	Section 2.10.	Fees	83
	Section 2.11.	Computation of Interest and Fees	84
	Section 2.12.	Evidence of Indebtedness	84
	Section 2.13.	Payments Generally	85
	Section 2.14.	Sharing of Payments	87
ARTICLE III Taxes, Increased Costs Protection and Illegality			88
	Section 3.01.	Taxes	88
	Section 3.02.	Illegality	90
	Section 3.03.	Inability to Determine Rates	90
	Section 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	90
	Section 3.05.	Funding Losses	92
	Section 3.06.	Matters Applicable to All Requests for Compensation	92
	Section 3.07.	Replacement of Lenders under Certain Circumstances	94
	Section 3.08.	Survival	95
ARTICLE IV Conditions Precedent to Credit Extensions			95
	Section 4.01.	Conditions of Initial Credit Extension	95

(i)

TABLE OF CONTENTS

(continued)

			Page
	Section 4.02.	Conditions to All Credit Extensions	98
	Section 4.03.	Conditions to Release of Funds from the Capital Expenditures Account	98
ARTICLE V Representations and Warranties			99
	Section 5.01.	Existence, Qualification and Power; Compliance with Laws	99
	Section 5.02.	Authorization; No Contravention	99
	Section 5.03.	Governmental Authorization; Other Consents	100
	Section 5.04.	Binding Effect	100
	Section 5.05.	Financial Statements; No Material Adverse Effect	100
	Section 5.06.	Litigation	101
	Section 5.07.	No Default	102
	Section 5.08.	Ownership of Property; Liens	102
	Section 5.09.	Environmental Compliance	102
	Section 5.10.	Taxes	103
	Section 5.11.	ERISA Compliance	103
	Section 5.12.	Subsidiaries; Equity Interests	103
	Section 5.13.	Margin Regulations; Investment Company Act	104
	Section 5.14.	Disclosure	104
	Section 5.15.	Intellectual Property; Licenses, Etc.	104
	Section 5.16.	Solvency	105
	Section 5.17.	Subordination of Junior Financing	105
	Section 5.18.	Labor Matters	105
	Section 5.19.	Perfection, Etc.	105
ARTICLE VI Affirmative Covenants			105
	Section 6.01.	Financial Statements	105
	Section 6.02.	Certificates; Other Information	107
	Section 6.03.	Notices	108
	Section 6.04.	Payment of Taxes	109
	Section 6.05.	Preservation of Existence, Etc.	109
	Section 6.06.	Maintenance of Properties	109
	Section 6.07.	Maintenance of Insurance	109
	Section 6.08.	Compliance with Laws	110
	Section 6.09.	Books and Records	110
	Section 6.10.	Inspection Rights	110
	Section 6.11.	Covenant to Guarantee Obligations and Give Security	111
	Section 6.12.	Compliance with Environmental Laws	113
	Section 6.13.	Further Assurances and Post-Closing Conditions	113
	Section 6.14.	Designation of Subsidiaries	114
	Section 6.15.	Corporate Separateness	115
ARTICLE VII Negative Covenants			115
	Section 7.01.	Liens	115

(ii)

TABLE OF CONTENTS

(continued)

			Page
	Section 7.02.	Investments	118
	Section 7.03.	Indebtedness	123
	Section 7.04.	Fundamental Changes	128
	Section 7.05.	Dispositions	130
	Section 7.06.	Restricted Payments	133
	Section 7.07.	Change in Nature of Business	136
	Section 7.08.	Transactions with Affiliates	137
	Section 7.09.	Burdensome Agreements	138
	Section 7.10.	Use of Proceeds; etc.	139
	Section 7.11.	Financial Covenants	139
	Section 7.12.	Accounting Changes	139
	Section 7.13.	Prepayments, Etc. of Indebtedness	140
	Section 7.14.	Equity Interests of the Borrower and Restricted Subsidiaries	141
	Section 7.15.	Holding Company	141
	Section 7.16.	Capital Expenditures.	141
ARTICLE VIII Events of Default and Remedies			142
	Section 8.01.	Events of Default	142
	Section 8.02.	Remedies Upon Event of Default	145
	Section 8.03.	Exclusion of Immaterial Subsidiaries	146
	Section 8.04.	Application of Funds	146
	Section 8.05.	Borrower’s Right to Cure	147
ARTICLE IX Administrative Agent and Other Agents			147
	Section 9.01.	Appointment and Authorization of Agents	147
	Section 9.02.	Delegation of Duties	149
	Section 9.03.	Liability of Agents	149
	Section 9.04.	Reliance by Agents	149
	Section 9.05.	Notice of Default	150
	Section 9.06.	Credit Decision; Disclosure of Information by Agents	150
	Section 9.07.	Indemnification of Agents	151
	Section 9.08.	Agents in their Individual Capacities	151
	Section 9.09.	Successor Agents	151
	Section 9.10.	Administrative Agent May File Proofs of Claim	152
	Section 9.11.	Collateral and Guaranty Matters	153
	Section 9.12.	Other Agents; Arrangers and Managers	154
	Section 9.13.	Appointment of Supplemental Administrative Agents	154
ARTICLE X Miscellaneous			155
	Section 10.01.	Amendments, Etc.	155
	Section 10.02.	Notices and Other Communications; Facsimile Copies	158
	Section 10.03.	No Waiver; Cumulative Remedies	159
	Section 10.04.	Attorney Costs, Expenses and Taxes	159

(iii)

TABLE OF CONTENTS

(continued)

		Page
Section 10.05.	Indemnification by the Borrower	159
Section 10.06.	Payments Set Aside	160
Section 10.07.	Successors and Assigns	161
Section 10.08.	Confidentiality	165
Section 10.09.	Setoff	166
Section 10.10.	Interest Rate Limitation	166
Section 10.11.	Counterparts	167
Section 10.12.	Integration	167
Section 10.13.	Survival of Representations and Warranties	167
Section 10.14.	Severability	167
Section 10.15.	Tax Forms	167
Section 10.16.	GOVERNING LAW	169
Section 10.17.	WAIVER OF RIGHT TO TRIAL BY JURY	169
Section 10.18.	Binding Effect	170
Section 10.19.	Lender Action	170
Section 10.20.	USA PATRIOT Act	170

SCHEDULES

1.01B	Certain Security Interests and Guarantees
1.01E	Existing Letters of Credit
1.01G	Excluded Subsidiary
1.01H	Foreign Subsidiary
1.01I	Certain Restaurant L.P.’s
2.01	Commitments
5.01	Good Standing Exception
5.06	Certain Litigation
5.12	Subsidiaries and Other Equity Investments
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.05(l)	Dispositions
7.08	Transactions with Affiliates
7.09	Existing Restrictions
10.02	Administrative Agent’s Office, Certain Addresses for Notices

(iv)

TABLE OF CONTENTS

(continued)

EXHIBITS

Form of
A	Committed Loan Notice
B	Swing Line Loan Notice
C-1	Term Note
C-2	Working Capital RC Note
C-3	Swing Line Note
C-4	Pre-Funded RC Note
D	Compliance Certificate
E	Assignment and Assumption
F	Guaranty
G	Security Agreement
H	Mortgage
I	Opinion Matters — Counsel to Loan Parties
J	Request for Release of Capital Expenditure Funds
K	Intercompany Note
L	Capital Expenditures Account Security Agreement

(v)

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 14, 2007, among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (formerly known as OSI Restaurant Partners, Inc., a Delaware corporation, the “Borrower”), OSI HOLDCO, INC., a Delaware corporation (“Holdings”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Pre-Funded RC Deposit Bank, Swing Line Lender and an L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, SUNTRUST BANK, COOPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, LASALLE BANK NATIONAL ASSOCIATION, WACHOVIA BANK, NATIONAL ASSOCIATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

PRELIMINARY STATEMENTS

Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Kangaroo Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdings (“Acquisition Sub”), shall be merged with the Borrower, with the Borrower as the surviving corporation (the “Merger”).

The Borrower has requested that substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate principal amount of $1,310,000,000, (ii) a Working Capital RC Facility in an aggregate principal amount of $150,000,000 and (iii) a Pre-Funded RC Facility in an aggregate principal amount of $100,000,000. The Working Capital RC Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

The proceeds of the Term Loans made on the Closing Date, together with the proceeds of (i) the issuance of the Senior Notes, (ii) the Specified Lease Transactions and (iii) the cash portion of the Equity Contributions, will be used to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of Working Capital RC Loans made on the Closing Date will be used to fund (i) working capital adjustments, if any, required under the Merger Agreement, seasonal working capital needs and variations from working capital projected on the Closing Date, (ii) amounts not to exceed $11,500,000 to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses, and (iii) any escrow accounts, reserve deposits or similar amounts in respect of the Master Lease or related Sub-Leases.

The proceeds of Working Capital RC Loans and Swing Line Loans made after the Closing Date will be used for working capital, Capital Expenditures and other general corporate purposes of the Borrower and the Restricted Subsidiaries, including the financing of Permitted Acquisitions; provided that if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Borrowing and any other Borrowing to occur on such date) the Rent Adjusted Leverage Ratio is greater than or equal to 5.25:1.00, proceeds of Working Capital RC Loans and Swing Line Loans may be utilized solely for working capital and other general

corporate purposes (including Capital Expenditures, but excluding Capital Expenditures for the establishment of new restaurants and refurbishments of existing restaurants). Letters of Credit will be used for general corporate purposes of the Borrower and the Restricted Subsidiaries.

The proceeds of Pre-Funded RC Loans will be used solely to fund Capital Expenditures.

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component financial definitions used therein) were references to such Acquired Entity or Business or Converted Restricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary.

“Acquired Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Acquisition Sub” has the meaning set forth in the Preliminary Statements of this Agreement.

“Act” has the meaning set forth in Section 10.20.

“Administrative Agent” means DBNY, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Unless the context otherwise requires, the term “Administrative Agent” as used herein and in the other Loan Documents shall include the Collateral Agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

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“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means 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 ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Credit Exposures” means, at any time, the sum of (a) the unused portion of each Working Capital RC Commitment then in effect, (b) the unused portion of each Term Commitment then in effect, (c) the unused portion of each Pre-Funded RC Commitment then in effect and (d) the Total Outstandings at such time.

“Agreement” means this Credit Agreement.

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Term Loans, (A) for Eurocurrency Rate Loans, 2.25%, and (B) for Base Rate Loans, 1.25%, less, in each case, 0.25% (the “Term Loan Stepdown”) if (but only if) the Moody’s Applicable Corporate Rating then most recently published is B1 or higher (with at least a stable outlook),

(b) with respect to Pre-Funded RC Loans, (A) for Eurocurrency Rate Loans, 2.25%, and (B) for Base Rate Loans, 1.25%, less, in each case, the Term Loan Stepdown if (but only if) the Moody’s Applicable Corporate Rating then most recently published is B1 or higher (with at least a stable outlook),

(c) with respect to unused Working Capital RC Commitments and the commitment fee therefor, (i) until delivery of financial statements pursuant to Section 6.01 for the second full fiscal quarter of the Borrower ending after the Closing Date, 0.50%, and (ii) thereafter, the percentages per annum set forth in the table below applicable to commitment fees, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b),

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(d) with respect to Working Capital RC Loans and Letter of Credit fees, (i) until delivery of financial statements pursuant to Section 6.01 for the second full fiscal quarter of the Borrower ending after the Closing Date, (A) for Eurocurrency Rate Loans, 2.50%, (B) for Base Rate Loans, 1.50% and (C) for Letter of Credit fees, 2.50%, and (ii) thereafter, the following percentages per annum applicable to Working Capital RC Loans or Letter of Credit fees, as the case may be, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Pricing Level	Total Leverage Ratio	Eurocurrency Rate for Working Capital RC Loans and Letter of Credit Fees	Base Rate for Working Capital RC Loans	Commitment Fee for unused Working Capital RC Commitments
1	Less than 4.00:1.00	2.00%	1.00%	0.375%
2	Greater than or equal to 4.00:1.00 but less than 5.25:1.00	2.25%	1.25%	0.50%
3	Greater than or equal to 5.25:1.00	2.50%	1.50%	0.50%

With respect to clauses (c) or (d) above, any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, the highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

In addition, with respect to clauses (a) and (b) above, any increase or decrease in the Applicable Rate resulting from a change of Moody’s Applicable Corporate Rating shall become effective as of the first Business Day immediately following the date of any change to such rating; provided, that, the Term Loan Stepdown shall not be available for any period (commencing as of the first Business Day during any such period) that either (x) an Event of Default under Section 8.01(a) shall have occurred and be continuing or (y) the Borrower fails to have a Moody’s Applicable Corporate Rating for any reason.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) with respect to any Letters of Credit issued pursuant to Section 2.03(a), the Working Capital RC Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Working Capital RC Lenders.

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“Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means DBSI and BAS, each in its capacity as a Joint Lead Arranger and a Co-Bookrunner under this Agreement.

“Assignees” has the meaning specified in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheets of the Borrower and its Subsidiaries as of each of December 31, 2006, 2005 and 2004, and the related audited consolidated statements of income, stockholders’ equity and cash flows for the Borrower and its Subsidiaries for the fiscal years ended December 31, 2006, 2005 and 2004, respectively, as any of the foregoing may have been restated prior to the date hereof.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Bain Entities” means, collectively, Bain Capital, LLC, its Affiliates (other than any portfolio companies) and any investment funds advised or managed by any of the foregoing.

“BAS” means Banc of America Securities, LLC and any successor thereto by merger, consolidation or otherwise.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus  ¹/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by DBNY as its “prime rate.” The “prime rate” is a rate set by DBNY based upon various factors including DBNY’s costs 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. Any change in such rate announced by DBNY shall take effect at the opening of business on the day specified in the public announcement of such change.

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“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning provided in the introductory paragraph of this Agreement.

“Borrower Guaranty” means the Borrower Guaranty made by the Borrower in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.

“Borrower Retained Prepayment Amounts” has the meaning specified in Section 2.06(b)(ix).

“Borrowing” means a Working Capital RC Borrowing, a Swing Line Borrowing, a Term Borrowing or a Pre-Funded RC Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and if such day relates to any interest rate settings as to a Eurocurrency Rate Loan or the Pre-Funded RC Deposits, any fundings, disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan or the Pre-Funded RC Deposits, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan or the Pre-Funded RC Deposits, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the relevant interbank eurodollar market.

“Capital Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries and (b) the value of all assets under Capitalized Leases incurred by the Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.06(b), (iv) expenditures that constitute any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for, or reimbursed to the Borrower or any Restricted Subsidiary in cash or Cash Equivalents, by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation (other than

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rent) in respect of such expenditures to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (vii) expenditures that constitute Permitted Acquisitions, (viii) for purposes of Section 7.16 only, interest capitalized during such period, (ix) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business, or (x) expenditures relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovation or improvement of any property which has been transferred to a Person other than the Borrower or a Restricted Subsidiary during the same fiscal year in which such expenditures were made pursuant to a sale-leaseback transaction permitted under Section 7.05(f) to the extent of the cash proceeds received by the Borrower or such Restricted Subsidiary pursuant to such sale-leaseback transaction.

“Capital Expenditures Account” means a blocked account of the Borrower under the sole dominion control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent and the proceeds of which shall be used to fund Capital Expenditures and for certain other limited purposes in each case as (and to the extent) provided herein. The initial Capital Expenditures Account is Account 59171 maintained with DBNY at 60 Wall Street, New York, New York 10005.

“Capital Expenditures Account Security Agreement” means the Capital Expenditures Account Security Agreement, substantially in the form of Exhibit L.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP (except for temporary treatment of construction-related expenditures under EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” which will ultimately be treated as operating leases upon a sale-leaseback transaction), recorded on the balance sheet as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP. Notwithstanding the foregoing and for the avoidance of doubt, Capitalized Leases shall not include any Master Lease or any Sub-Lease of the properties thereunder.

“Carry-Back Amount” has the meaning specified in Section 7.16(c).

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at DBNY (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

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“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted Subsidiary:

(a) Dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States, having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision, taxing authority agency or instrumentality of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

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(h) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition, in each case in Dollars or another currency permitted above in this definition;

(i) in the case of Foreign Subsidiaries only, instruments equivalent to those referred to in clauses (a) through (h) above or clause (j) below in each case denominated in any foreign currency comparable in credit quality and tenor to those referred to in such clauses above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Foreign Subsidiary organized in such jurisdiction; or

(j) Investments, classified in accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (g) of this definition.

“Cash Management Banks” means any Lender or any Affiliate of a Lender providing Cash Management Services to Holdings, the Borrower or any Restricted Subsidiary.

“Cash Management Obligations” means obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Cash Management Bank in respect of any Cash Management Services.

“Cash Management Services” means treasury, depository and/or cash management services or any automated clearing house transfer services.

“Casualty Event” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“Catterton Entities” means one or more investment funds affiliated with, and managed by, Catterton Management Company, LLC.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means the earliest to occur of (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

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(i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings or (B) the Permitted Holders own, directly or indirectly, of record and beneficially an amount of common stock of Holdings equal to an amount more than fifty percent (50%) of the amount of common stock of Holdings owned, directly or indirectly, by the Permitted Holders of record and beneficially as of the Closing Date and such ownership by the Permitted Holders represents the largest single block of voting securities of Holdings held by any Person or related group for purposes of Section 13(d) of the Exchange Act, or

(ii) at any time after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than any one or more of the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares outstanding of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

(b) any “Change of Control” (or any comparable term) in any document pertaining to (i) the Senior Notes or Indebtedness which constitutes a Permitted Refinancing thereof, (ii) any Permitted Holdings Debt, (iii) any other Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount or (iv) Disqualified Equity Interests with an aggregate liquidation preference in excess of the Threshold Amount; or

(c) at any time prior to a Qualifying IPO of the Borrower, the Borrower ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Working Capital RC Lenders, Term Lenders or Pre-Funded RC Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Working Capital RC Commitments, Term Commitments or Pre-Funded RC Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Working Capital RC Loans, Term Loans or Pre-Funded RC Loans.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

“CMBS Facilities” means the mortgage financing and mezzanine financing arrangements between certain of the Specified Lease Entities and the CMBS Lender, dated as of the Closing Date, in the aggregate principal amount of $790,000,000, and any modification, refinancing, refunding, renewal, extension or replacement thereof.

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“CMBS Facilities Documentation” means, collectively, (i) the Loan and Security Agreement, dated as of June 14, 2007, among a Specified Lease Entity, as borrower, and the lenders party thereto, (ii) each Mezzanine Loan and Security Agreement, dated as of June 14, 2007, among a Specified Lease Entity, as borrower, and the lenders party thereto, (iii) each of the promissory notes entered into by a Specified Lease Entity in connection with the foregoing, (iv) each of the mortgages, assignments of leases and rents, pledge agreements and other security instruments entered into by a Specified Lease Entity in connection with the foregoing, (v)the Environmental Indemnity, Environmental Indemnity (First Mezzanine), Environmental Indemnity (Second Mezzanine), Environmental Indemnity (Third Mezzanine) and Environmental Indemnity (Fourth Mezzanine), each dated as of June 14, 2007, among Holdings, German American Capital Corporation (“GACC”), and Bank of America, N.A. (“Bank of America” and, together with GACC, collectively, the “CMBS Lender”), (vi) the Environmental Indemnity, Environmental Indemnity (First Mezzanine), Environmental Indemnity (Second Mezzanine), Environmental Indemnity (Third Mezzanine) and Environmental Indemnity (Fourth Mezzanine), each dated as of June 14, 2007, among PRP Holdings, LLC and the CMBS Lender, (vii) the Environmental Indemnity, Environmental Indemnity (First Mezzanine), Environmental Indemnity (Second Mezzanine), Environmental Indemnity (Third Mezzanine) and Environmental Indemnity (Fourth Mezzanine), each dated as of June 14, 2007, among Private Restaurant Master Lessee, LLC and the CMBS Lender, (viii) the Guaranty of Recourse Obligations, Guaranty of Recourse Obligations (First Mezzanine), Guaranty of Recourse Obligations (Second Mezzanine), Guaranty of Recourse Obligations (Third Mezzanine) and Guaranty of Recourse Obligations (Fourth Mezzanine) each dated as of June 14, 2007, between Holdings and the CMBS Lender, each entered into by Holdings and (ix) a guaranty of the Master Leases by the Borrower or any of its Subsidiaries, in each case as amended, restated, extended, amended and restated, refinanced, replaced or otherwise modified from time to time.

“CMBS Intercreditor Agreement” means the Intercreditor Agreement dated as of June 14, 2007 by and among the Administrative Agent and the CMBS Lender.

“CMBS Lender” has the meaning specified in the definition of CMBS Facilities Documentation.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and rules and regulations related thereto.

“Co-Documentation Agents” means each of General Electric Capital Corporation, SunTrust Bank, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, LaSalle Bank National Association, Wachovia Bank, National Association and Wells Fargo Bank, National Association.

“Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties.

“Collateral Agent” means the Administrative Agent, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

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“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a) the Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) or pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;

(b) all Obligations shall have been unconditionally guaranteed by Holdings, the Borrower (in the case of Obligations under clauses (y) and (z) of the first sentence of the definition thereof) and each Restricted Subsidiary that is a Domestic Subsidiary and not an Excluded Subsidiary;

(c) all guarantees issued or to be issued in respect of (x) the Junior Financing (other than the Senior Notes) (i) shall be subordinated to the Guarantees to the same extent that the Junior Financing is subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Guarantee and (y) the Senior Notes shall provide for their automatic release upon a release of the corresponding Guarantee;

(d) the Obligations and the Guarantees shall have been secured by a first-priority perfected security interest in (i) all the Equity Interests of the Borrower and (ii) all Equity Interests (other than (w) Equity Interests of any Unrestricted Subsidiaries, (x) Equity Interests of each Excluded Subsidiary set forth on Schedule 1.01G, (y) Equity Interests in any Employment Participation Subsidiary and (z) any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g)(ii) but only so long as such Indebtedness is outstanding) of each Subsidiary directly owned by the Borrower or any Guarantor; provided that (x) no Loan Party shall be required to pledge more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary at any time, (y) in any event, such pledges of Equity Interests shall specifically include all of the Equity Interests in any Restricted Subsidiary that is a Restaurant LP on the Closing Date, and (z) the creation and priority of security interests in Equity Interests of any Subsidiary shall be limited to the extent the pledge conflicts with or violates applicable law and, in the case of any Subsidiary other than a Loan Party, Permitted Liens or other permitted agreements (including permitted leases, licenses and stockholders agreements but excluding the organizational and other constituent documents of Holdings, the Borrower and its Restricted Subsidiaries (other than such documents with third parties that are not officers or employees of Holdings, the Borrower or any of its Restricted Subsidiaries));

(e) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Guarantor (including accounts receivable, inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned Material Real Property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that (i) actions, other than the filing of UCC-1 (or similar) Financing Statements, to perfect security interests in

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the following assets shall not be required to be taken: (w) motor vehicles or other assets subject to certificates of title, (x) deposit, commodities or securities accounts (other than the Capital Expenditures Account and the Cash Collateral Account) and (y) any property or assets specifically excluded from the Collateral under the terms of any applicable Collateral Document, (ii) security interests in real property shall be limited to the Mortgaged Properties, (iii) no documents, agreements, instruments or actions shall be required with respect to assets located in a foreign jurisdiction (including no delivery or recordation of recordable security documents with respect to intellectual property registered in non-U.S. jurisdictions) and (iv) no documents, agreements, instruments or actions (other than the execution of the applicable Collateral Documents) shall be required to establish “control” (within the meaning of the Uniform Commercial Code) by the Administrative Agent or any Secured Party in any deposit accounts in order to perfect any security interests therein or to enforce any security interest (other than with respect to the Capital Expenditures Account and the Cash Collateral Account);

(f) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(g) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to any Material Real Property required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01 together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, (iii) such existing surveys, existing abstracts, existing appraisals and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property, provided that nothing in this clause (iii) shall require the Borrower to update existing surveys or order new surveys with respect to any Mortgaged Property and (iv) flood certificates covering each Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its capacity as such and certifying whether or not each such Mortgaged Property is located in a flood hazard zone by reference to the applicable FEMA map.

The foregoing definition shall not require (A) for the avoidance of doubt, the guarantee of Obligations by, or pledge of any Equity Interests or any property or assets of, the Specified Lease Entities or (B) the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the practical benefits to be obtained by the Lenders therefrom. The Collateral Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

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Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Collateral Agent and the Borrower.

“Collateral Documents” means, collectively, the Security Agreement, the Capital Expenditures Account Security Agreement, the Mortgages, each of the mortgages, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Collateral Agent or the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment, a Working Capital RC Commitment or a Pre-Funded RC Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Working Capital RC Borrowing, (c) a Pre-Funded RC Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Compensation Period” has the meaning specified in Section 2.13(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a) without duplication and (in each case) to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, or other derivative instruments and costs of surety bonds in connection with financing activities, and any financing fees (including commitment, underwriting, funding, “rollover” and similar fees and commissions, discounts, yields and other fees, charges and amounts incurred in connection with the issuance or incurrence of Indebtedness and all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts) and annual agency, unused line, facility or similar fees paid under definitive documentation related to Indebtedness,

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(ii) provision for Income Taxes of the Borrower and the Restricted Subsidiaries paid or accrued during such period (including tax distributions by the Borrower in respect thereof),

(iii) depreciation and amortization, including amortization of deferred financing fees and debt discounts,

(iv) Non-Cash Charges,

(v) unusual or non-recurring losses, charges or expenses (including without limitation, relating to the Transaction) and any charges, losses or expenses related to signing, retention or completion bonuses or recruiting costs, costs and expenses relating to any registration statement, or registered exchange offer, in either case in respect of the Senior Notes, and, to the extent related to Permitted Acquisitions, integration and systems establishment costs; provided that such integration and systems establishment costs are certified as such in a certificate of a Responsible Officer delivered to the Administrative Agent,

(vi) severance, relocation costs, curtailments or modifications to pension and post-retirement employee benefit plans, catch-up or transition expenses for “Partner Equity Plans” to the extent relating to employee services rendered in prior periods, and pre-opening, opening, closing and consolidation costs and expenses with respect to any facilities and restaurants,

(vii) cash restructuring charges or reserves (including restructuring costs related to acquisitions after the date hereof); provided that such adjustments are certified as restructuring charges or reserves in a certificate of a Responsible Officer delivered to the Administrative Agent,

(viii) to the extent permitted to be paid under 7.08(e), the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees), related indemnities and expenses and any other fees and expenses paid to, or for the benefit of, the Sponsors and the Founders or their Affiliates (including, without duplication, Restricted Payments with respect thereto,

(ix) any costs or expenses (excluding Non-Cash Charges) incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests),

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(x) to the extent (1) covered by insurance under which the insurer has been properly notified and has affirmed or consented to coverage in writing, expenses with respect to liability or casualty events or business interruption, and (2) actually reimbursed in cash, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with the Transaction or a Permitted Acquisition,

(xi) cash receipts (or reduced cash expenditures) to the extent of non-cash gains relating to such income that were deducted in the calculation of Consolidated EBITDA pursuant to clause (b)(ii) below for any prior period,

(xii) the amount of net cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided that (A) such cost savings and synergies are reasonably identifiable and factually supportable, (B) such actions are taken within 18 months after the Closing Date, (C) no cost savings or synergies shall be added pursuant to this clause (xii) to the extent duplicative of any expenses or charges relating to such cost savings or synergies that are included in another clause of this definition with respect to such period and (D) the aggregate amount of cost savings and synergies added pursuant to this clause (xii) shall not exceed $20,000,000 for any period consisting of four consecutive quarters,

(xiii) the amount of any minority interest consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income except to the extent of cash dividends declared or paid on Equity Interests of such non-wholly owned Subsidiaries held by third parties, and

(xiv) to the extent that any Holdings Specified Expenses would have been added back to Consolidated EBITDA pursuant to clauses (a)(i) through (xiii) above had such charge, tax or expense been incurred directly by the Borrower, such Holdings Specified Expenses, less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) unusual or non-recurring gains,

(ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period, or is in respect of cash received in a prior period to the extent not included in Consolidated EBITDA in prior periods), and

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(iii) rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP for such period,

in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

(A) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk),

(B) there shall be excluded in determining Consolidated EBITDA rent expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP for such period),

(C) there shall be included in determining Consolidated EBITDA for any period, without duplication, (i) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) during such period, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary (each, a “Converted Restricted Subsidiary”), in each case based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) and (ii) solely for the purposes of the definition of the term “Permitted Acquisition” and Sections 7.02(o), 7.03(h), 7.04, 7.06(j), 7.11 and 7.13(a)(v), an adjustment in respect of each Acquired Entity or Business or Converted Restricted Subsidiary equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Administrative Agent (it being understood that this clause (C) is not intended to address Acquired EBITDA of the Borrower acquired pursuant to the Merger, which is addressed in the last sentence of this definition),

(D) for purposes of determining the Total Leverage Ratio, the Rent Adjusted Leverage Ratio and the Interest Coverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Restricted Subsidiary during such period (each such Person, property,

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business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition), and

(E) there shall be excluded in determining Consolidated EBITDA any net after-tax income (loss) from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments.

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) any impairment charge or asset write-off or write-down related to intangible assets, long-lived assets and other assets (including licenses or other approvals for the sale of alcoholic beverages), and investments in debt and equity securities pursuant to GAAP, (b) stock-based awards compensation expense including, but not limited to, non-cash charges arising from stock options, restricted stock or other equity incentive programs, and (c) other non-cash charges (provided that if any non-cash charges, expenses and write-downs referred to in this paragraph represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended or ending (as applicable) December 31, 2006 and March 31, 2007, Consolidated EBITDA for such fiscal quarters shall be deemed to be $85,560,000 and $99,250,000, respectively.

“Consolidated Interest Expense” means, for any period, the sum of (i) the interest expense (including that attributable to Capitalized Leases), net of interest income, of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, and limited to such interest paid or payable in cash or received or receivable in cash during such period, with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts, (ii) any cash payments made during such period in respect of the interest expense on such obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with the Transaction, any acquisition consummated prior to the Closing Date or any Permitted Acquisition) and (iii) from and after the date that a Holdings Restricted Payments Election is made, the amount of all Restricted Payments from the Borrower to Holdings used to fund cash interest payments by Holdings, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP, (d) fees and expenses associated with the consummation of the Transaction, (e) annual agency fees paid to the Administrative Agent and/or Collateral Agent, and (f) costs associated with obtaining Swap Contracts; provided that (A) except as provided in clause (B) below, there shall be excluded from Consolidated

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Interest Expense for any period the cash interest expense (or income) of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest Expense, (B) solely for purposes of the definition of the term “Permitted Acquisition” and Sections 7.02(o), 7.03(h), 7.04, 7.06(j), 7.11 and 7.13(a)(v), there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or Business acquired during such period and of any Converted Restricted Subsidiary converted during such period, in each case based on the cash interest expense (or income) relating to any Indebtedness incurred or assumed as part of an acquisition of an Acquired Entity or Business or as part of the conversion of a Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) assuming any Indebtedness incurred or repaid in connection with any such acquisition or conversion had been incurred or repaid on the first day of such period and (C) solely for purposes of the definition of the term “Permitted Acquisition” and Sections 7.02(o), 7.03(h), 7.04, 7.06(j), 7.11 and 7.13(a)(v), there shall be excluded from determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Sold Entity or Business Disposed of during such period, based on the cash interest expense (or income) relating to any Indebtedness relieved or repaid in connection with any such Disposition of such Sold Entity or Business for such period (including the portion thereof occurring prior to such Disposition) assuming such Indebtedness relieved or repaid in connection with such Disposition has been relieved or repaid on the first day of such period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“Consolidated Lease Expense” means, for any period, all rental expenses paid or payable of the Borrower and the Restricted Subsidiaries (net of rental income received or receivable) during such period under operating leases for real or personal property (including, without limitation, rental expense paid or payable (i) in connection with sale-leaseback transactions permitted by Section 7.05(f), (ii) to any Unrestricted Subsidiary and (iii) under any Master Lease) (but excluding real estate taxes, insurance costs and common area maintenance charges and similar amounts in the case of gross leases and non-cash portion of operating lease expense recorded under SFAS 13 related to the excess accrual (or reversals thereof) of straight-line rent expense amounts, and net of sublease income) other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition, and (c) all obligations under Capitalized Leases, all as determined on a consolidated basis in accordance with GAAP. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Lease Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Lease Expense with respect to the Master Lease shall be an amount equal to actual Consolidated Lease Expense with respect to the Master Lease from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

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“Consolidated Net Income” means, for any period, the net income (loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (adjusted to reflect any Holdings Specified Expenses during such period as though such Holdings Specified Expenses had been incurred by the Borrower), excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) in the case of any period that includes a period ending prior to June 30, 2008, Transaction Expenses, (d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed), (e) any income (loss) for such period attributable to the early extinguishment of Indebtedness, (f) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transaction in accordance with GAAP, (g) in the case of determining the Rent Adjusted Leverage Ratio only, any sub-lease income for such period, (h) any unrealized net gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Statement of Financial Accounting Standards No. 133 and related pronouncements, (i) any net after-tax effect of gains and losses attributable to asset dispositions in connection with the Transaction, (j) any after-tax gains or losses on disposal of disposed, abandoned or discontinued operations and any after-tax effect of gains and losses (less all fees and expenses related thereto) attributable to asset dispositions other than in the ordinary course of business, (k) any net income (loss) for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, provided that Consolidated Net Income shall be increased by the amount of dividends or distributions that are actually paid in cash (or converted into cash) to the Borrower or a Restricted Subsidiary in respect of such net income in such period, (l) cash expenses related to deferred compensation or change of control payment obligations, buyout of employee options and employee bonus programs, in each case, to the extent related to the Transaction and funded on the Closing Date with proceeds from the financing transactions included in the Transaction and (m) in the case of determining the Interest Coverage Ratio only, any interest income for such period. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments, including to property, equipment, inventory and software and other intangible assets (including favorable and unfavorable leases and contracts) and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization, write-off or write-down of any amounts thereof.

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but excluding (x) the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition and (y) for the avoidance of doubt, all obligations of the Specified Lease Entities), consisting of Indebtedness for borrowed money,

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obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), 7.01(l) and clauses (i) and (ii) of Section 7.01(t)) included in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date (but, in any event, excluding all cash and Cash Equivalents held in, or credited to, the Capital Expenditures Account).

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of accrued interest and (iv) the current portion of current and deferred income taxes.

“Continuing Directors” means the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Merger and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is recommended by a majority of the then Continuing Directors or such other director receives the vote of one or more of the Permitted Holders in his or her election by the stockholders of Holdings (or the Borrower after a Qualifying IPO of the Borrower).

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow”.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate”.

“Converted Restricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA”.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Excess Cash Flow” means, at any time, the sum of (i) Excess Cash Flow (which may not be less than zero) for the period commending on the Closing Date and ending on December 31, 2007 and (ii) Excess Cash Flow (which may not be less than zero in any period) for each succeeding and completed fiscal year of the Borrower at such time.

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“Cumulative Growth Amount” shall mean, on any date of determination, the sum of, without duplication,

(A) the Cumulative Excess Cash Flow that was not required to be applied to prepay the Term Loans pursuant to Section 2.06(b)(i), provided that, for purposes of Sections 7.02(o), 7.06(j) and 7.13(a)(v), the amount in this clause (A) shall only be available if the Rent Adjusted Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) was less than 5.25:1.00 determined on a Pro Forma Basis after giving effect to any such Investment, Restricted Payment or prepayment, redemption or repurchase actually made pursuant to Section 7.02(o), 7.06(j) or 7.13(a)(v), plus

(B) the amount of Net Cash Proceeds of Permitted Equity Issuances (other than amounts in respect of a Permitted Equity Issuance made pursuant to Section 8.05) after the Closing Date to the extent that such Net Cash Proceeds shall have been actually received by the Borrower (through a capital contribution of such Net Cash Proceeds by Holdings to the Borrower) on or prior to such date of determination and to the extent not used to make payments under Section 7.03(j) or make Restricted Payments pursuant to Section 7.06(g), plus

(C) the amount of Net Cash Proceeds from the issuance of Permitted Holdings Debt after the Closing Date to the extent that such Net Cash Proceeds shall have been actually received by the Borrower (through a capital contribution of such Net Cash Proceeds by Holdings to the Borrower) on or prior to such date of determination, plus

(D) other than for the purpose of making any Capital Expenditures pursuant to Section 7.16(a)(ii), the amount of proceeds available in the Capital Expenditures Account (but not to exceed $100,000,000 in the aggregate during the term of this Agreement) to the extent that (i) the Rent Adjusted Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) was less than 5.25:1.00, determined on a Pro Forma Basis after giving effect to the respective Investment, Restricted Payment or prepayment, redemption or repurchase actually made pursuant to Sections 7.02(o), 7.06(j) and 7.13(a)(v), and (ii) no Pre-Funded RC Loans are then outstanding, plus

(E) solely for the purpose of making Capital Expenditures pursuant to Section 7.16(a)(ii), Borrower Retained Prepayment Amounts, plus

(F) an amount equal to the aggregate Returns in respect of any Investment made since the Closing Date pursuant to Section 7.02(o) to the extent that such Returns did not increase Consolidated Net Income, plus

(G) the aggregate amount of Specified Proceeds actually received by the Borrower on or prior to such date of determination; provided that, for purposes of Sections 7.02(o) (to the extent made in an Unrestricted Subsidiary, Holdings, any direct or indirect parent of Holdings, or any direct or indirect shareholder of Holdings) and 7.06(j), the amount otherwise available in this clause (G) shall not exceed $25,000,000 in any fiscal year unless the Rent Adjusted Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) was less than 5.25:1.00 determined on a Pro Forma Basis after giving effect to any such Investment or Restricted Payment actually made pursuant to Section 7.02(o) or 7.06(j), minus

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(H) the sum at the time of determination of (i) the aggregate amount of Investments made since the Closing Date pursuant to Section 7.02(o), (ii) the aggregate amount of Restricted Payments made since the Closing Date pursuant to Section 7.06(j), (iii) the aggregate amount of prepayments, redemptions or repurchases made since the Closing Date pursuant to Section 7.13(a)(v) and (iv) the aggregate amount of Capital Expenditures made since the Closing Date pursuant to Section 7.16(a)(ii).

“DBNY” means Deutsche Bank AG New York Branch and any successor thereto by merger, consolidation or otherwise.

“DBSI” means Deutsche Bank Securities Inc. and any successor thereto by merger, consolidation or otherwise.

“Debt Prepayment” means the prepayment by the Borrower on the Closing Date of any Indebtedness outstanding under the Existing Credit Agreements.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Pre-Funded RC Loans, Working Capital RC Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

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“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans.

“Disqualified Institutions” means any banks, financial institutions or other Persons separately identified by the Borrower to the Joint Lead Arrangers in writing prior to the Closing Date.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

“Employment Participation Subsidiary” means a limited partnership or other entity that is a Restricted Subsidiary of the Borrower (i) which contracts to provide services to one or more other Subsidiaries of the Borrower which operate one or more restaurants, (ii) which engages in no other material business activities and has no material assets other than those related to clause (i) above and (iii) in which restaurant employees of the Borrower and its Subsidiaries have an equity ownership interest.

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“Employment Participation Subsidiary Conversion” means the purchase by one or more Restricted Subsidiaries of the Borrower of the ownership interests of restaurant employees in limited partnership Subsidiaries of the Borrower existing as of the Closing Date and which operate restaurants and the simultaneous use of the proceeds of such purchase by such restaurant employees to acquire ownership interests in one or more Employment Participation Subsidiaries.

“Environmental Laws” means any and all Federal, state, local and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contributions” means, collectively, (a) the contribution by the Sponsors and the other Equity Investors of an aggregate amount of cash, together with any rollover equity, of approximately $803,000,000 to Holdings or one or more direct or indirect holding company parents of Holdings (less the aggregate amount used in connection with the Founders Stock Purchase Transaction), (b) the further contribution to Acquisition Sub or the Borrower of the portion of such cash contribution proceeds specified in clause (a) above that are not directly received by Acquisition Sub or the Borrower, applied in connection with the Founders Stock Purchase Transaction, used by Holdings or one or more direct or indirect holding company parents of Holdings to pay Transaction Expenses, and of which $100,000,000 shall be deposited on the Closing Date into the Capital Expenditures Account and (c) the Founders Stock Purchase Transaction.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

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“Equity Investors” means the Sponsors, the Founders, the Management Stockholders and other co-investors with the Sponsors on the Closing Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; or (g) the failure of any Pension Plan to satisfy the minimum funding standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA.

“Eurocurrency Rate” means (a) the offered quotation to first class banks in the New York interbank Eurodollar market by the Administrative Agent for Dollar deposits of amounts in immediately available funds comparable to the outstanding principal amount of the Eurocurrency Rate Loan of the Administrative Agent (in its capacity as a Lender) (or, if the Administrative Agent is not a Lender with respect thereto, taking the average principal amount of the Eurocurrency Rate Loan then being made by the various Lenders pursuant thereto)) with maturities comparable to the Interest Period applicable to such Eurocurrency Rate Loan commencing two (2) Business Days thereafter as of 10:00 A.M. (New York City time) on the applicable date of determination, divided (and rounded upward to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).

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“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income,

(ii) depreciation, amortization and other non-cash charges and expenses incurred during such period, to the extent deducted in arriving at such Consolidated Net Income,

(iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions and non-ordinary course Dispositions by the Borrower and the Restricted Subsidiaries completed during such period),

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income,

(v) an amount equal to all cash received for such period on account of any net non-cash gain or income from Investments deducted in a previous period pursuant to clause(b)(iv)(B) below in this definition,

(vi) an amount equal to all cash income and gains included in clauses (a) and (e) of the definition of Consolidated Net Income, and

(vii) rent expense as determined in accordance with GAAP during such period over and above rent expense paid in cash during such period, over

(b) the sum, without duplication, of:

(i) an amount equal to all non-cash credits included in arriving at such Consolidated Net Income and cash losses, charges and expenses included in clauses (a), (c), (d), (e), (f), (i) and (j) of the definition of Consolidated Net Income,

(ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period pursuant to Section 7.16, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness (other than Working Capital RC Loans and loans under any other revolving credit line or similar facility (other than the Pre-Funded RC Facility)) of the Borrower or any Restricted Subsidiary,

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(iii) the aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.06(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans pursuant to Section 2.06, (Y) all prepayments of Working Capital RC Loans, Pre-Funded RC Loans and Swing Line Loans and (Z) the Debt Prepayment) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Borrower or the Restricted Subsidiaries,

(iv) an amount equal to the sum of (A) the aggregate net non-cash gain on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income and (B) the aggregate net non-cash gain or income from Investments to the extent included in arriving at Consolidated Net Income,

(v) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions and non-ordinary course Dispositions by the Borrower and the Restricted Subsidiaries during such period),

(vi) cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness,

(vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a) or 7.02(o)) to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,

(viii) the amount of Restricted Payments paid during such period pursuant to Sections 7.06(d), (g), (i) and (m) in each case to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,

(ix) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures were not expensed during such period,

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

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(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters,

(xii) the amount of cash taxes paid and, without duplication, cash distributions for payment of taxes, in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period,

(xiii) the aggregate amount of all mandatory principal payments of Pre-Funded RC Loans made during such period pursuant to Section 2.06(b)(v),

(xiv) the aggregate amount of all deposits into the Capital Expenditures Account made during such period pursuant to Section 2.06(b)(v),

(xv) the aggregate amount of all mandatory principal prepayments of Term Loans made during such period pursuant to Section 2.08(a),

(xvi) cash expenditures made in respect of Swap Contracts to the extent not reflected in the computation of Consolidated Net Income for such period,

(xvii) to the extent not otherwise deducted in determining Consolidated Net Income for such period and to the extent paid in cash with internally generated cash flow during such period, the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees), related indemnities and expenses and any other fees and expenses paid or accrued during such period to, or for the benefit of, the Sponsors and the Founders or their Affiliates to the extent permitted by Section 7.08(e) (including, without duplication, Restricted Payments with respect thereto), and

(xviii) rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP for such period.

“Exchange Act” means the Securities Exchange Act of 1934.

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“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.

“Excluded Concept Subsidiaries” means any Restricted Subsidiaries other than (i) wholly owned domestic Restricted Subsidiaries in the Borrower’s Outback, Carrabba’s and Cheeseburger in Paradise concepts (which, for the avoidance of doubt, also shall include each such Subsidiary that is the general partner of each Employment Participation Subsidiary associated with such concepts); provided, that if after the Closing Date, the portion of Consolidated EBITDA attributable to wholly owned domestic Excluded Concept Subsidiaries (taken as a group) exceeds 10% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for any Test Period, then the Borrower shall designate certain domestic wholly owned Excluded Concept Subsidiaries to become Guarantors (including, in any event, any Subsidiary that is the general partner of each Employment Participation Subsidiary associated with such Excluded Concept Subsidiaries designated to become Guarantors), which shall cease to be Excluded Concept Subsidiaries, such that the portion of Consolidated EBITDA attributable to the remaining wholly owned domestic Excluded Concept Subsidiaries (after giving effect to such designated domestic wholly owned Subsidiaries ceasing to be Excluded Concept Subsidiaries) no longer exceeds 10% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such Test Period, (ii) any co-issuer of the Senior Notes, (iii) any wholly owned domestic Restricted Subsidiary that is a tenant or lessee under a Master Lease, (iv) any wholly owned domestic Restricted Subsidiary that owns, or otherwise licenses or has the right to use, trademarks and other intellectual property material to the operation of the Borrower and its Restricted Subsidiaries (excluding any Excluded Concept Subsidiaries) and (v) OS Restaurant Services (or any successor to the business conducted by it on the Closing Date).

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) each Subsidiary listed on Schedule 1.01G, (c) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g)(ii) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (f) any Immaterial Subsidiary, (g) any Employment Participation Subsidiary, (h) any Excluded Concept Subsidiary, and (i) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the practical benefits to be obtained by the Lenders therefrom.

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“Existing Credit Agreements” means, collectively, (a) the Credit Agreement, dated as of April 27, 2004, between Outback Steakhouse, Inc. and Wachovia Bank, National Association (as amended, restated, modified and/or supplemented from time to time), (b) the Amended and Restated Credit Agreement, dated as of March 10, 2006, among Outback Steakhouse, Inc., Wachovia Bank, National Association, as Agent, Wachovia Capital Markets, LLC, as Sole Arranger, SunTrust Bank, as Syndication Agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders party thereto (as amended, restated, modified and/or supplemented from time to time), and (c) the Credit Agreement, dated as of October 12, 2006, between OSI Restaurant Partners, Inc. and Wachovia Bank, National Association (as amended, restated, modified and/or supplemented from time to time).

“Existing Letters of Credit” means the letters of credit outstanding on the Closing Date and set forth on Schedule 1.01E.

“Facility” or “Facilities” means the Term Loans, the Working Capital RC Facility, the Pre-Funded RC Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Fair Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Borrower in good faith.

“Federal Funds Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“Foreign Lender” has the meaning specified in Section 10.15(a)(i).

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower which (a) is not a Domestic Subsidiary or (b) is set forth on Schedule 1.01H.

“Founders” means (i) Christopher T. Sullivan, Robert D. Basham and J. Timothy Gannon; (ii) the spouses, ancestors, siblings, descendants (including children or grandchildren by adoption) and the descendants of any of the siblings of the Persons referred to in preceding clause (i); (iii) in the event of the incompetence or death of any of the Persons described in preceding clauses (i) or (ii), such Person’s estate, executor, administrator, committee or other personal representative, in each case who at any particular date shall be the beneficial owner or have the right to acquire, directly or indirectly, capital stock of the Borrower or Holdings (or any other direct or indirect parent of the Borrower); (iv) any trust created for the sole benefit of the Persons described in any of preceding clauses (i) through (iii) or any trust for the benefit of any such trust; or (v) any Person Controlled by any of the Persons described in any of preceding clauses (i) through (iv).

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“Founders Stock Purchase Transaction” means (a) the purchase for cash for a purchase price of $40.0 per share of certain Equity Interests of the Borrower (immediately prior to giving effect to the Merger) held by the Founders by one or more of the Sponsors immediately prior to the consummation of the Merger and (b) either the contribution to Holdings (and further contribution to the Borrower) of the acquired Equity Interest or the cancellation thereof.

“FRB” means the Board of Governors of the Federal Reserve System of the United States or any successor thereto.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such

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Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantee Supplement” has the meaning provided in the Guaranty.

“Guarantors” means Holdings, the Borrower and each Subsidiary Guarantor.

“Guaranty” means, collectively, the Holdings Guaranty, the Borrower Guaranty and the Subsidiary Guaranty.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto, and such Person’s successors and assigns.

“Holdings” shall have the meaning set forth in the first paragraph of this Agreement.

“Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.

“Holdings Restricted Payments Election” has the meaning specified in Section 7.06(c).

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“Holdings Specified Expenses” means any charge, tax or expense incurred or accrued by Holdings (or any parent company thereof) during any period to the extent that the Borrower has made any Restricted Payment to Holdings (or any parent company thereof) in respect thereof pursuant to Sections 7.06(c) and (h)(i), (h)(ii), (h)(iii), (h)(v) (to the extent such Investment would have reduced Consolidated Net Income had it been made by the Borrower) and (h)(vi).

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Immaterial Subsidiary” means any Restricted Subsidiary designated in writing by the Borrower to the Administrative Agent as an Immaterial Subsidiary that is not already a Guarantor and that does not, as of the last day of the most recently completed fiscal quarter of the Borrower, have assets with a value in excess of 1.0% of the consolidated total assets of the Borrower and the Restricted Subsidiaries and did not, as of the four-quarter period ending on the last day of such fiscal quarter, have revenues exceeding 1.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries; provided that if (a) such Restricted Subsidiary shall have been designated in writing by the Borrower to the Administrative Agent as an Immaterial Subsidiary, and (b) if (i) the aggregate assets then owned by all Restricted Subsidiaries of the Borrower that would otherwise constitute Immaterial Subsidiaries shall have a value in excess of 5.0% of the consolidated total assets of the Borrower and the Restricted Subsidiaries as of the last day of such fiscal quarter or (ii) the combined revenues of all Restricted Subsidiaries of the Borrower that would otherwise constitute Immaterial Subsidiaries shall exceed 5.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such four-quarter period, the Borrower shall redesignate one or more of such Restricted Subsidiaries to not be Immaterial Subsidiaries within ten (10) Business Days after delivery of the Compliance Certificate for such fiscal quarter such that only those such Restricted Subsidiaries as shall then have aggregate assets of less than 5.0% of the consolidated total assets of the Borrower and the Restricted Subsidiaries and combined revenues of less than 5.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries shall constitute Immaterial Subsidiaries. Notwithstanding the foregoing, in no event shall (A) any “co-issuer” of the Senior Notes, (B) any Restricted Subsidiary that is a tenant or lessee under a Master Lease, (C) any wholly owned domestic Restricted Subsidiary that owns, or otherwise licenses or has the right to use, trademarks and other intellectual property material to the operation of the Borrower and its Restricted Subsidiaries (excluding any Excluded Concept Subsidiaries), (D) any general partner of an Employment Participation Subsidiary or (E) OS Restaurant Services (or any successor to the business conducted by it on the Closing Date) in any such case be designated as an Immaterial Subsidiary.

“Income Taxes” means, with respect to any Person, the foreign, federal, state and local taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax and Texas margin tax) and withholding taxes of such Person.

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“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable and deferred gift card revenue in the ordinary course of business and (ii) any earn-out obligation or purchase price adjustment until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby. Notwithstanding anything to the contrary contained in this definition, for the avoidance of doubt, any indebtedness or other obligations of the Specified Lease Entities in respect of the Specified Lease Transactions and the CMBS Facilities shall not be treated as Indebtedness of Holdings, the Borrower or any Restricted Subsidiary for any purpose under this Agreement so long as neither Holdings, the Borrower nor any Restricted Subsidiary expressly guarantees the obligations under the CMBS Facilities (other than as, and to the extent, set forth in the documents with respect thereto as of the Closing Date) nor becomes a borrower or issuer thereunder.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

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“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Intercompany Note” means the Intercompany Note, substantially in the form of Exhibit K.

“Interest Coverage Ratio” means, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense for such Test Period.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means:

(i) as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent agreed to by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and

(ii) as to any investment of the Pre-Funded RC Deposits, the interest period applicable thereto selected pursuant to, and otherwise subject to the provisions of, Section 2.05(e).

“Intermediate Holding Company” shall have the meaning provided in the definition of “Qualifying IPO”.

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“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person (including by way of merger or consolidation), (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. Subject to Section 6.14 (in the case of deemed Investments in Unrestricted Subsidiaries), for purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (in the case of any non-cash asset invested, taking the Fair Market Value thereof at the time the investment is made), without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Collateral” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all of the other IP Rights that are or are required by the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“IP Rights” has the meaning set forth in Section 5.15.

“IRS” means the United States Internal Revenue Service.

“Junior Financing” has the meaning specified in Section 7.13.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Working Capital RC Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Working Capital RC Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

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“L/C Issuer” means DBNY, Wachovia (in respect of the Existing Letters of Credit) and any other Lender (which also may include Wachovia) or Affiliate of a Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any Existing Letter of Credit or any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Working Capital RC Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $75,000,000 and (b) the aggregate amount of the Working Capital RC Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Working Capital RC Facility.

“LIBOR Rate” means, for any Interest Period with respect to the investment of the Pre-Funded RC Deposits, the rate for deposits in Dollars for a period equal to such Interest Period which appears on Telerate Page 3750 (or any successor page) as of 11:00 a.m. (London time) on the day that is two (2) Business Days preceding the beginning of such Interest Period. If such rate does not appear on Telerate Page 3750 (or any successor page), the rate for that Interest Period will be the rate determined in good faith by the Administrative Agent on the basis of the rates at which deposits in Dollars are offered by four major banks in the London interbank market at approximately 11:00 a.m. (London time), on the day that is two (2) Business Days preceding the beginning of the new Interest Period to prime banks in the London interbank market for a period of one month commencing on the beginning of the new Interest Period and in the then outstanding amount of the Credit-Linked Deposits. The Administrative Agent will request the principal London office of each of such four major banks in the London interbank market to provide a quotation of its rate. If at least two such quotations are provided, the rate for

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that new Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Administrative Agent, at approximately 11:00 a.m. (New York City time), on the beginning of the new Interest Period for loans in Dollars to leading European banks for such Interest Period commencing on the beginning of the new Interest Period and in the amount of the Pre-Funded RC Deposits.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan, a Working Capital RC Loan, a Swing Line Loan or a Pre-Funded RC Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) each Guaranty, (iv) the Collateral Documents, (v) the Intercompany Note and (vi) each Letter of Credit Application.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Management Stockholders” means the members of management of the Borrower or its Subsidiaries (excluding the Founders) who are investors in Holdings or any direct or indirect parent thereof.

“Master Agreement” has the meaning specified in the definition of “Swap Contract”.

“Master Lease” means each of the Master Leases entered into (or to be entered into) by any Loan Party with a Specified Lease Entity, including without limitation, with Private Restaurant Properties, LLC on the Closing Date, and any and all modifications thereto, substitutions therefore and replacements thereof.

“Material Adverse Change” means any facts, circumstances, events or changes that are materially adverse to the business, financial condition or long-term profitability of the Borrower and its Subsidiaries, taken as a whole, but shall not include facts, circumstances, events or changes (a) generally affecting the casual dining or restaurant industries in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including regulatory and political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or changes in interest rates or (b) to the extent resulting from (i) the announcement or the existence of, or compliance with, the Merger Agreement or the announcement of the Merger or any of the other transaction contemplated by the Merger Agreement (provided that compliance by the Borrower with the requirement to operate in the ordinary course of business as required by Section 5.1(a) of the Merger Agreement shall not be excluded), (ii) any litigation arising from allegations of a breach of fiduciary duty or

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other violation of applicable Law relating to the Merger Agreement or the transactions contemplated by the Merger Agreement, (iii) changes in applicable Laws, GAAP or accounting standards, (iv) changes in the market price or trading volume of any issued and outstanding shares of common stock of the Borrower, (v) changes in any analyst’s recommendations, any financial strength rating or any other recommendations or ratings as to the Borrower or its Subsidiaries (including, in and of itself, any failure to meet analyst projections) or (vi) the failure of the Borrower to meet any expected or projected financial or operating performance target publicly announced prior to the date of the Merger Agreement, as well as any change by the Borrower in any expected or projected financial or operating performance target as compared with any target publicly announced prior to the date of the Merger Agreement, provided, however, that any change, effect, development, event or occurrence described in the foregoing clause (a) above shall not constitute or give rise to a Material Adverse Change only if and to the extent that such change, effect, development, event or occurrence does not have a disproportionate effect on the Borrower and its Subsidiaries as compared to other Persons in the casual dining or restaurant industries and provided further that the facts, circumstances or events underlying the change or failure in each of clauses (b)(iv), (b)(v) or (b)(vi) of this paragraph shall not be excluded to the extent such facts, circumstances or events would otherwise constitute a Material Adverse Change.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrower or the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders under any Loan Document.

“Material Real Property” means any real property owned by any Loan Party with a Fair Market Value of $2,500,000 or more.

“Maturity Date” means (a) with respect to the Working Capital RC Facility and Swing Line Loans, June 14, 2013, (b) with respect to the Term Loans, June 14, 2014 and (c) with respect to the Pre-Funded RC Facility, June 14, 2013.

“Maximum Rate” has the meaning specified in Section 10.10.

“Merger” has the meaning set forth in the preliminary statements to this Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of November 5, 2006, among Kangaroo Holdings, Inc., Acquisition Sub and the Borrower, as amended by that certain Amendment, dated as of May 21, 2007, among Kangaroo Holdings, Inc., Acquisition Sub and the Borrower, and as further amended, supplemented or modified from time to time in accordance with the terms of this Agreement.

“Merger Consideration” means the total funds required to consummate the Merger.

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“Minimum Free Cash Flow” means, for any period, an amount equal to the excess of: (a) the sum, without duplication, of:

(i) Consolidated EBITDA for such period,

(ii) the aggregate amount of all Net Cash Proceeds actually received by the Borrower after the Closing Date and during such period (through a capital contribution of such Net Cash Proceeds by Holdings to the Borrower) from a Permitted Equity Issuance by Holdings or the Borrower (other than any such Net Cash Proceeds from a Permitted Equity Issuance pursuant to Section 8.05 unless such amounts are to cure an Event of Default under Section 7.11(b)), and

(iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions and non-ordinary course Dispositions by the Borrower and the Restricted Subsidiaries completed during such period), over

(b) the sum, without duplication of:

(i) Consolidated Interest Expense for such period,

(ii) without duplication of amounts deducted pursuant to clause (iii) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period pursuant to Section 7.16 (other than clause (a)(ii) thereof), except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness (other than Working Capital RC Loans and loans under any other revolving credit line or similar facility (other than the Pre-Funded RC Facility)) of the Borrower or the Restricted Subsidiaries,

(iii) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions and non-ordinary course Dispositions by the Borrower and the Restricted Subsidiaries during such period), and

(iv) the amount of cash taxes paid in such period.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Moody’s Applicable Corporate Rating” means the corporate family rating assigned to the Borrower by Moody’s.

“Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties substantially in form and substance reasonably satisfactory to the Collateral Agent (taking account of relevant local Law matters), and any other mortgages executed and delivered pursuant to Section 6.11.

“Mortgage Policies” has the meaning specified in Section 6.13(b)(iii).

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“Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of “Collateral and Guarantee Requirement”.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(a) with respect to the Disposition of any asset by Holdings, the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings, the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event (other than in the case of a Foreign Subsidiary) and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under, or that is secured by, the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by Holdings, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in preceding clause (D) or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $2,500,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $10,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

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(b) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“Non-Cash Charges” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Non-Consenting Lenders” has the meaning specified in Section 3.07(d).

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a Term Note, a Working Capital RC Note, a Swing Line Note or a Pre-Funded RC Note, as the context may require.

“Notice of Intent to Cure” has the meaning specified in Section 6.02(b).

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document (including each Guaranty) or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, (y) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement and (z) Cash Management Obligations, in each of clauses (x), (y) and (z) including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, premium, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (b) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the

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partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“OS Restaurant Services” means OS Restaurant Services, Inc., a wholly-owned domestic Restricted Subsidiary of the Borrower.

“Other Parent Subsidiaries” means Subsidiaries of the direct parent company of the Borrower other than the Borrower and its Restricted Subsidiaries.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the Term Loans, Working Capital RC Loans, Pre-Funded RC Loans and Swing Line Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Working Capital RC Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Working Capital RC Borrowing), Pre-Funded RC Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Working Capital RC Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Participant” has the meaning specified in Section 10.07(e).

“PBGC” means the Pension Benefit Guaranty Corporation.

“PCAOB” has the meaning specified in Section 6.01(a).

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Permits” means any and all franchises, licenses, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, and other rights, privileges and approvals required for the operation of the Borrower’s or its applicable Subsidiary’s business under its organizational documents or under any loan treaty, rule or regulation or determination of an arbitrator or a court other Governmental Authority, in each case applicable or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“Permitted Acquisition” has the meaning specified in Section 7.02(i).

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings or a capital contribution to Holdings in respect of its Equity Interests (and, after a Qualifying IPO, of the Borrower or any Intermediate Holding Company) to the extent permitted hereunder.

“Permitted Holders” means each of (i) the Bain Entities, (ii) the Catterton Entities, (iii) the Founders and (iv) the Management Stockholders; provided that if the Management Stockholders own beneficially or of record more than ten percent (10%) of the outstanding voting stock of Holdings in the aggregate, they shall be treated as Permitted Holders of only ten percent (10%) of the outstanding voting stock of Holdings at such time; and provided further that if the Founders own beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, they shall be treated as Permitted Holders of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time.

“Permitted Holdings Debt” has the meaning specified in Section 7.03(r).

“Permitted Liens” means any Lien permitted to be outstanding pursuant to Section 7.01.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, extension or replacement of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, extended or replaced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, extension or replacement and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal, extension or replacement has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed, extended or replaced is Indebtedness permitted pursuant to Section 7.03(b), 7.03(t), 7.03(u) or 7.13(a), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, extended or replaced is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, extension or replacement is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified,

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refinanced, refunded, renewed, extended or replaced Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal, extension or replacement is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed, extended or replaced.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, any ERISA Affiliate.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Post-Acquisition Period” means, with respect to any Permitted Acquisition or conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary, the period beginning on the date such Permitted Acquisition or conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary is consummated.

“Pre-Funded RC Borrowing” means a borrowing consisting of simultaneous Pre-Funded RC Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Pre-Funded RC Lenders pursuant to Section 2.01(c).

“Pre-Funded RC Commitment” means, as to each Pre-Funded RC Lender, its obligation to make a Pre-Funded RC Loan to the Borrower pursuant to Section 2.01(c) in an aggregate principal amount not to exceed the amount set forth opposite such Pre-Funded RC Lender’s name on Schedule 2.01 under the caption “Pre-Funded RC Commitment” or in the Assignment and Assumption pursuant to which such Pre-Funded RC Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Pre-Funded RC Commitments of all Pre-Funded RC Lenders on the Closing Date is $100,000,000.

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“Pre-Funded RC Deposit” means, as to each Pre-Funded RC Lender, the cash deposit made by such Pre-Funded RC Lender pursuant to Section 2.05(a), as such deposit may be (x) reduced from time to time pursuant to the terms of this Agreement and (y) reduced or increased from time to time pursuant to assignments to or by such Pre-Funded RC Lender pursuant to Section 3.07 or 10.07. The initial amount of each Pre-Funded RC Lender’s Pre-Funded RC Deposit shall be equal to the amount of its Pre-Funded RC Commitment on the Closing Date or on the date that such Person becomes a Pre-Funded RC Lender pursuant to Section 3.07 or 10.07.

“Pre-Funded RC Deposit Account” means the account of, and established by, the Pre-Funded RC Deposit Bank under its sole and exclusive control and maintained at the office of the Pre-Funded RC Deposit Bank, and designated as the “Outback Pre-Funded RC Deposit Account” that shall be used solely for the purposes set forth in Section 2.05.

“Pre-Funded RC Deposit Bank” means DBNY.

“Pre-Funded RC Deposit Cost Amount” means an amount (expressed in basis points) reasonably determined by the Administrative Agent from time to time in consultation with the Borrower to represent the cost of investing the Pre-Funded RC Deposits by the Pre-Funded RC Deposit Bank (or an affiliate thereof) until the then next occurring Scheduled Investment Termination Date.

“Pre-Funded RC Exposure” means, at any time, the aggregate principal amount of all Pre-Funded RC Loans outstanding at such time.

“Pre-Funded RC Facility” means, at any time, the aggregate amount of the Pre-Funded RC Lenders’ Pre-Funded RC Commitments at such time.

“Pre-Funded RC Interest Payment Date” means the last day of each Interest Period applicable to Pre-Funded RC Deposits and the Maturity Date of the Pre-Funded RC Facility.

“Pre-Funded RC Lender” means each Lender having a Pre-Funded RC Commitment or which has any outstanding Pre-Funded RC Loans at such time.

“Pre-Funded RC Loan” has the meaning specified in Section 2.01(c).

“Pre-Funded RC Note” means a promissory note of the Borrower payable to a Pre-Funded RC Lender or its registered assigns in substantially the form of Exhibit C-4 hereto evidencing the aggregate Indebtedness of the Borrower to such Pre-Funded RC Lender resulting from the Pre-Funded RC Loans made by such Pre-Funded RC Lender.

“Principal L/C Issuer” means DBNY and any L/C Issuer that has issued Letters of Credit having an aggregate Outstanding Amount in excess of $500,000.

“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or a Converted Restricted Subsidiary or

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the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business or such Converted Restricted Subsidiary with the operations of the Borrower and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided, further, that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

“Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(ii).

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in or assets of any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition, conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement or repayment of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including cost savings, synergies and operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) reasonably identifiable and factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment, provided, further, that no pro forma adjustments shall apply to the consummation of the Transaction except as expressly contemplated in the definitions of “Consolidated EBITDA”, “Consolidated Interest Expense” and “Consolidated Lease Expense”.

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“Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a)(ii).

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments of all Lenders under the applicable Facility or Facilities at such time; provided that if such Commitment has been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Projections” has the meaning set forth in Section 6.01(c).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by Holdings, any direct or indirect parent of Holdings, any Subsidiary (an “Intermediate Holding Company”) of Holdings that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Borrower or the Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Refinanced Pre-Funded RC Loans” has the meaning specified in Section 10.01.

“Refinanced Term Loans” has the meaning specified in Section 10.01.

“Register” has the meaning set forth in Section 10.07(d).

“Regulation D” shall mean Regulation D of the FRB as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation S-X” means Regulation S-X of the Securities Act as from time to time in effect and any successor to all or a portion thereof.

“Rejected Amounts” has the meaning set forth in Section 2.06(b)(ix).

“Rejection Notice” has the meaning set forth in Section 2.06(b)(ix).

“Rent Adjusted Leverage Ratio” means, with respect to any Test Period, the ratio of (a) the sum of (i) Consolidated Total Debt as of the last day of such Test Period plus (ii) the product of (x) Consolidated Lease Expense for such Test Period multiplied by (y) 8 to (b) the sum of (i) Consolidated EBITDA for such Test Period plus (ii) Consolidated Lease Expense for such Test Period.

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“Replacement Pre-Funded RC Loans” has the meaning specified in Section 10.01.

“Replacement Term Loans” has the meaning specified in Section 10.01.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans, Working Capital RC Loans or Pre-Funded RC Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Request for Release of Capital Expenditure Funds” means a written request by the Borrower for the Administrative Agent to release funds on deposit in the Capital Expenditures Account, which shall be substantially in the form of Exhibit J.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments, (c) aggregate unused Working Capital RC Commitments and (d) aggregate unused Pre-Funded RC Commitments, provided that the unused Term Commitment, unused Working Capital RC Commitment and unused Pre-Funded RC Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restaurant LP” means a Domestic Subsidiary which is organized as a limited partnership (or similar entity) (a) in which either the Borrower or a wholly-owned Restricted Subsidiary is the sole general partner and (b) which operates a restaurant that it owns or leases. As of the Closing Date and except as set forth on Schedule 1.01I, all of the Restaurant LP’s are wholly-owned Restricted Subsidiaries, and, in the case of the ones that are Domestic Subsidiaries, are Guarantors.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings, or the Borrower’s stockholders, partners or members (or the equivalent Persons thereof).

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“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Returns” means, with respect to any Investment, any repayments, interest, returns, profits, distributions, proceeds, fees and similar amounts actually received in cash or Cash Equivalents (or converted into cash or Cash Equivalents) by the Borrower or any of its Restricted Subsidiaries.

“Rollover Amount” has the meaning set forth in Section 7.16(b).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds” means, with respect to disbursements and payments, immediately available funds in Dollars.

“Scheduled Investment Termination Date” means, when referring to the Pre-Funded RC Deposits on deposit in the Pre-Funded RC Deposit Account, the respective maturity date for the investment that the Pre-Funded RC Deposits have been so invested in. The respective maturity date for such investments shall be the date agreed to by the Borrower and the Administrative Agent from time to time, provided that if no such agreement shall be reached, the Scheduled Investment Termination Date shall be the last day of the then current Interest Period applicable to the Pre-Funded RC Deposits.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

“Secured Obligations” has the meaning specified in the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Pre-Funded RC Deposit Bank, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) or 9.01(d).

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G, together with each other security agreement supplement executed and delivered pursuant to Section 6.11.

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“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Senior Notes” means $550,000,000 in aggregate principal amount of the Borrower’s 10% senior unsecured notes due June 14, 2015 and any registered senior unsecured notes having substantially identical terms and issued pursuant to the Senior Notes Indenture in exchange for the initial, unregistered senior unsecured notes.

“Senior Notes Documentation” means the Senior Notes, and all documents executed and delivered in connection with the Senior Notes, including the Senior Notes Indenture.

“Senior Notes Indenture” means the Indenture for the Senior Notes, dated as of June 14, 2007.

“Senior Subordinated Notes Precedent” has the meaning specified in Section 7.03(h).

“Sold Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(h).

“Specified Lease Entities” means (i) one or more non-Subsidiary Affiliates of the Borrower, which is a wholly-owned Subsidiary of the direct parent company of the Borrower, to which the Borrower and/or its Restricted Subsidiaries has sold, transferred or assigned (or will sell, transfer and assign) in the Specified Lease Transactions certain real property interests and related improvements, and (ii) their direct and indirect parent companies (provided, that any direct or indirect parent entity of the Borrower shall not be a Specified Lease Entity).

“Specified Lease Transactions” means the sale, transfer or assignment to one or more Specified Lease Entities of real property interests, including improvements thereon, operated by the Borrower or its Restricted Subsidiaries as restaurants, substantially all of the net proceeds of which shall be applied (except as otherwise required pursuant to the CMBS

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Facilities) substantially concurrently to finance the Transaction or to refinance any interim or other financing used to finance the Transaction, to the extent that the Borrower or a Restricted Subsidiary has leased such real property interests, including improvements thereon, or otherwise arranged for the rights to use and operate such properties, in each case pursuant to the Master Leases.

“Specified Proceeds” means contributions made to the common equity of the Borrower in cash by Holdings (other than contributions made with the cash proceeds from financing activities of Holdings or from other equity contributions to Holdings or from dividends or other distributions or payments received by Holdings from Other Parent Subsidiaries that are unrelated to the businesses conducted by the Other Parent Subsidiaries on the Closing Date after giving effect to the Transaction); provided that the first $11,500,000 of such contributions shall be excluded.

“Specified Transaction” means, with respect to any period, any Investment, Disposition of all or substantially all of the Equity Interests in or assets of any Restricted Subsidiary or any division, product line or facility (including, without limitation, any individual restaurant facility) used for the operations of the Borrower or any of the Restricted Subsidiaries, incurrence or repayment of Indebtedness, Restricted Payment or Subsidiary designation that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Sponsor Management Agreement” means the Management Agreement and the Financial Advisory Agreement, in each case between certain of the management companies associated with the Sponsors, the Founders (as applicable), Holdings, certain direct and indirect parents of Holdings and the Borrower.

“Sponsors” means the Bain Entities and the Catterton Entities, and their respective Affiliates, but not including, however, any portfolio companies of any of the foregoing.

“Sub-Lease” means each of the sub-leases entered into (or to be entered into) by any Loan Party with one or more of its Restricted Subsidiaries the terms of which shall mirror the terms of the Master Leases, any related sub-sub-leases, and any and all modifications thereto, substitutions therefor and extensions, renewals and replacements thereof.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. Notwithstanding the foregoing, no Specified Lease Entity shall, for any purpose of this Agreement or any other Loan Document (other than for the definition of Specified Lease Entities), be considered a Subsidiary of Holdings or the Borrower.

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“Subsidiary Guarantor” means, collectively, the Subsidiaries of the Borrower that are Guarantors.

“Subsidiary Guaranty” means, collectively, (a) the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“Successor Company” has the meaning specified in Section 7.04(d).

“Supplemental Administrative Agent” has the meaning specified in Section 9.13 and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contract has been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contract, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means DBNY, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

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“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Note” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans made by such Swing Line Lender.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the aggregate amount of the Working Capital RC Commitments. The Swing Line Sublimit is part of, and not in addition to, the Working Capital RC Commitments.

“Syndication Agent” means Bank of America, N.A., as Syndication Agent under this Agreement.

“Taxes” has the meaning specified in Section 3.01(a).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01.

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Commitments is $1,310,000,000.

“Term Lender” means, at any time, any Lender that has a Term Commitment or an outstanding Term Loan at such time.

“Term Loan” means a Loan made pursuant to Section 2.01(a).

“Term Loan Stepdown” has the meaning specified in clause (a) of the definition of “Applicable Rate”.

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” means, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower then last ended, provided that for purposes of any calculation of Consolidated Interest Expense and Consolidated Lease Expense for any “Test

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Period” ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense and Consolidated Lease Expense shall be calculated in accordance with the last sentence appearing in the respective definitions of “Consolidated Interest Expense” and “Consolidated Lease Expense”.

“Threshold Amount” means $35,000,000.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Tangible Assets” means, as of any date, the total tangible assets of the Borrower and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries.

“Total Outstandings” means, at any time, the aggregate Outstanding Amount of all Loans and all L/C Obligations at such time.

“Transaction” means the transactions contemplated by the Merger Agreement, the Equity Contributions, the issuance of the Senior Notes, the borrowings hereunder, the Specified Lease Transactions, the conversion of the Borrower and any of its Subsidiaries from corporations to limited liability companies, intercompany restructurings and reorganizations to effect or facilitate the Transaction (including the Employment Participation Subsidiary Conversion), the consummation of any other transactions in connection with the foregoing, and the payment of the fees and expenses incurred in connection with any of the foregoing, each as in effect on the Closing Date, and the application of proceeds therefrom.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings, any direct or indirect parent holding company of Holdings, the Borrower or any Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“True Cash Flow” means, for any period, an amount equal to the excess of: (a) the sum, without duplication, of:

(i) Excess Cash Flow for such period,

(ii) the amount of Capital Expenditures made in cash during such period pursuant to Section 7.16 to the extent financed with proceeds of Pre-Funded RC Loans or the Capital Expenditures Account to the extent that such Capital Expenditures reduced Excess Cash Flow for such period,

(iii) the aggregate amount of all Investments made in cash during such period pursuant to Sections 7.02(c)(iv) (to the extent made by a Loan Party) and (m) (to the extent that the underlying Restricted Payment would have otherwise been included in clause (iv) below), in each case to the extent that such Investments reduced Excess Cash Flow for such period, and

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(iv) the aggregate amount of all Restricted Payments made in cash during such period pursuant to Section 7.06 (other than Sections 7.06(d) and (m) or otherwise in respect of taxes or amounts permitted to be paid pursuant to Section 7.08(e)) to the extent that such Restricted Payments reduced Excess Cash Flow for such period (except to the extent that such Restricted Payments otherwise reduced Consolidated Net Income), over

(b) the aggregate amount of all voluntary principal payments of the Term Loans made during such period to the extent financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries generated in such period or made with Working Capital RC Loans, Swing Line Loans or revolving loans under any other revolving credit line or similar facility (other than under the Pre-Funded RC Facility).

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“Unaudited Financial Statements” has the meaning set forth in Section 4.01(g).

“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date, in each case until such time (if any) as the board of directors of the Borrower designates any such Subsidiary as a Restricted Subsidiary pursuant to Section 6.14.

“U.S. Lender” has the meaning specified in Section 10.15(c).

“Wachovia” means Wachovia Bank, National Association.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

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“Working Capital RC Borrowing” means a borrowing consisting of simultaneous Working Capital RC Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Working Capital RC Lenders pursuant to Section 2.01(b).

“Working Capital RC Commitment” means, as to each Working Capital RC Lender, its obligation to (a) make Working Capital RC Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Working Capital RC Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Working Capital RC Commitments of all Working Capital RC Lenders shall be $150,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Working Capital RC Exposure” means, at any time, as to each Working Capital RC Lender, the sum of the outstanding principal amount of such Working Capital RC Lender’s Working Capital RC Loans at such time and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Working Capital RC Facility” means, at any time, the aggregate amount of the Working Capital RC Lenders’ Working Capital RC Commitments at such time.

“Working Capital RC Lender” means, at any time, any Lender that has a Working Capital RC Commitment at such time or which has outstanding Working Capital RC Loans at such time.

“Working Capital RC Loan” has the meaning specified in Section 2.01(b).

“Working Capital RC Note” means a promissory note of the Borrower payable to any Working Capital RC Lender or its registered assigns, in substantially the form of Exhibit C-2, evidencing the aggregate Indebtedness of the Borrower to such Working Capital RC Lender resulting from the Working Capital RC Loans made by such Working Capital RC Lender.

Section 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

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(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio, the Rent Adjusted Leverage Ratio and the Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

Section 1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

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Section 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07. Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period or in Section 2.05(e)) or performance shall extend to the immediately succeeding Business Day.

Section 1.08. Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two (2) Business Days later). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.

Section 1.09. Change of Currency. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Section 1.10. Cumulative Growth Amount Transactions. If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Growth Amount immediately prior to the taking of such action, the permissibility of the taking of such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

ARTICLE II

The Commitments and Credit Extensions

Section 2.01. The Loans. (a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower a single loan denominated in Dollars in a principal amount equal to such Term Lender’s Term

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Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The Working Capital RC Borrowings. Subject to the terms and conditions set forth herein, each Working Capital RC Lender severally agrees to make loans denominated in Dollars to the Borrower (each such loan, a “Working Capital RC Loan”) from time to time, on any Business Day until the Maturity Date for the Working Capital RC Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Working Capital RC Commitment; provided that after giving effect to any Working Capital RC Borrowing, the aggregate Outstanding Amount of the Working Capital RC Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Working Capital RC Commitment. Within the limits of each Lender’s Working Capital RC Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.06, and reborrow under this Section 2.01(b). Working Capital RC Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(c) The Pre-Funded RC Borrowings. Subject to the terms and conditions set forth herein, each Pre-Funded RC Lender severally agrees to make loans denominated in Dollars to the Borrower (each such loan, a “Pre-Funded RC Loan”) from time to time, on any Business Day until the Maturity Date for the Pre-Funded RC Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Pre-Funded RC Commitment; provided that after giving effect to any Pre-Funded RC Borrowing, the aggregate Outstanding Amount of the Pre-Funded RC Loans of any Lender shall not exceed such Lender’s Pre-Funded RC Commitment. Within the limits of each Lender’s Pre-Funded RC Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), repay under Section 2.06, and reborrow under this Section 2.01(c). Pre-Funded RC Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

Section 2.02. Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Working Capital RC Borrowing, each Pre-Funded RC Borrowing, each conversion of Term Loans, Working Capital RC Loans or Pre-Funded RC Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (i) except for notices delivered prior to the Closing Date, three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or conversion of any Eurocurrency Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base

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Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Working Capital RC Borrowing, a Pre-Funded RC Borrowing, a conversion of Term Loans, Working Capital RC Loans or Pre-Funded RC Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans, Working Capital RC Loans or Pre-Funded RC Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans, Working Capital RC Loans or Pre-Funded RC Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m., in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above. Each Pre-Funded RC Lender hereby irrevocably authorizes the Administrative Agent to fund each Pre-Funded RC Loan to be made by such Pre-Funded RC Lender hereunder solely by requesting the Pre-Funded RC Deposit Bank (and the Pre-Funded RC Deposit Bank hereby agrees) to withdraw such Pre-Funded RC Lender’s Pro Rata Share of the Pre-Funded RC Deposits on deposit with the Pre-Funded RC Deposit Bank in the Pre-Funded RC Deposit Account and to pay same over to the Administrative Agent.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05(a) in connection

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therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in DBNY’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Working Capital RC Borrowings, all Pre-Funded RC Borrowings, all conversions of Term Loans, Working Capital RC Loans or Pre-Funded RC Loans from one Type to the other, and all continuations of Term Loans, Working Capital RC Loans or Pre-Funded RC Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect (or such greater number as may be acceptable to the Administrative Agent).

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03. Letters of Credit. (a) The Letter of Credit Commitment. (i) On and after the Closing Date, the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Working Capital RC Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars on a sight basis for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Working Capital RC Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Working Capital RC Exposure of any Lender would exceed such Lender’s Working Capital RC Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

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(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Working Capital RC Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;

(E) such Letter of Credit is in an initial amount less than $50,000 (or such lesser amount as may be acceptable to the respective L/C Issuer); or

(F) any Working Capital RC Lender is a Defaulting Lender at such time, unless such L/C Issuer has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such L/C Issuer’s risk with respect to the participation in Letters of Credit by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the L/C Obligations.

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter

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of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Working Capital RC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Working Capital RC Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

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(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing, together with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed on the date of such payment of disbursement. If the Borrower does not reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Working Capital RC Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Working Capital RC Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Appropriate Lender (including any Appropriate Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Working Capital RC Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

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(iv) Until each Appropriate Lender funds its Working Capital RC Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Working Capital RC Lender’s obligation to make Working Capital RC Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Working Capital RC Lender’s obligation to make Working Capital RC Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Working Capital RC Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Working Capital RC Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Working Capital RC Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

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(e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

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(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any draft, demand, certificate or other document expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a draft, demand, certificate or other document strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. (i) If any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (ii) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and shall do so not later than 2:00 p.m. on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and

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substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at DBNY and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at DBNY as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Working Capital RC Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the remainder of (x) the Applicable Rate times the daily maximum amount then available to be drawn under such Letter of Credit (determined without regard to whether any conditions to drawing could then be met) minus (y) the fronting fee paid to the relevant L/C Issuer for each such Letter of Credit for the relevant period pursuant to Section 2.03(i). Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (determined without regard to whether any conditions to drawing could then be met). Such fronting fees shall be (x) computed on a quarterly basis in arrears and (y) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and

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thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(j) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k) Addition of an L/C Issuer. A Working Capital RC Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Working Capital RC Lender. The Administrative Agent shall notify the Working Capital RC Lenders of any such additional L/C Issuer.

Section 2.04. Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Working Capital RC Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Working Capital RC Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Working Capital RC Commitment; provided that (i) after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Working Capital RC Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Working Capital RC Commitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Working Capital RC Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Working Capital RC Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall

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specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Working Capital RC Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Working Capital RC Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Working Capital RC Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Working Capital RC Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Working Capital RC Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Working Capital RC Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Working Capital RC Lenders fund its risk participation in the relevant Swing Line Loan and each Working Capital RC Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Working Capital RC Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid

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by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Working Capital RC Lender’s obligation to make Working Capital RC Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Working Capital RC Lender’s obligation to make Working Capital RC Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Working Capital RC Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Working Capital RC Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Working Capital RC Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

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Section 2.05. Pre-Funded RC Deposits. (a) On the Closing Date and subject to the satisfaction of the applicable conditions precedent set forth in Article IV, each Pre-Funded RC Lender on such date shall pay to the Pre-Funded RC Deposit Bank such Pre-Funded RC Lender’s Pre-Funded RC Deposit. The Pre-Funded RC Deposits shall be held by the Pre-Funded RC Deposit Bank in (or credited to) the Pre-Funded RC Deposit Account and applied as necessary to fund Pre-Funded RC Borrowings, and no Person other than the Pre-Funded RC Deposit Bank shall have a right of withdrawal from the Pre-Funded RC Deposit Account or any other right or power with respect to the Pre-Funded RC Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded RC Lender in respect of its participation in Pre-Funded RC Borrowings shall be satisfied in full upon the funding of its Pre-Funded RC Deposit.

(b) Each of the Pre-Funded RC Deposit Bank, the Administrative Agent and each Pre-Funded RC Lender hereby acknowledges and agrees that (i) each Pre-Funded RC Lender is funding its Pre-Funded RC Deposit to the Pre-Funded RC Deposit Bank for application in the manner contemplated by Section 2.01(c), (ii) the Pre-Funded RC Deposit Bank may invest the Pre-Funded RC Deposits in such investments as may be determined from time to time by the Pre-Funded RC Deposit Bank and (iii) the Pre-Funded RC Deposit Bank has agreed to pay to the Administrative Agent, who shall in turn pay to each Pre-Funded RC Lender, a return on its Pre-Funded RC Deposit (except (x) during periods when such Pre-Funded RC Deposits are used to fund Pre-Funded RC Loans or (y) as otherwise provided in Sections 2.05(d) and (f)) for each Pre-Funded RC Lender equal at any time to the LIBOR Rate for the Interest Period in effect for the Pre-Funded RC Deposits at such time less the Pre-Funded RC Deposit Cost Amount at such time. Such interest will be paid to the Pre-Funded RC Lenders by the Administrative Agent (solely from amounts received by it from the Pre-Funded RC Deposit Bank) at the LIBOR Rate for the Interest Period in effect for the Pre-Funded RC Deposits at such time (or at an amount determined in accordance with Section 2.05(d) or (f), as applicable) less, in each case, the Pre-Funded RC Deposit Cost Amount as in effect from time to time in arrears on each Pre-Funded RC Interest Payment Date.

(c) Neither the Borrower nor any other Loan Party shall have any right, title or interest in or to the Pre-Funded RC Deposit Account or the Pre-Funded RC Deposits and no obligations with respect thereto (except to repay Pre-Funded RC Loans and all related Obligations, it being acknowledged and agreed by the parties hereto that the funding of the Pre-Funded RC Deposits by the Pre-Funded RC Lenders to the Pre-Funded RC Deposit Bank for deposit in the Pre-Funded RC Deposit Account and the application of the Pre-Funded RC Deposits in the manner contemplated by Section 2.02(b) constitute agreements among the Pre-Funded RC Deposit Bank, the Administrative Agent and each Pre-Funded RC Lender with respect to its participation in the Pre-Funded RC Loans and do not constitute any loan or extension of credit to the Borrower). Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that no amount on deposit at any time in the Pre-Funded RC Deposit Account shall be the property of any Secured Party (other than the Pre-Funded RC Deposit Bank) or any of any Loan Party or any of its Subsidiaries or Affiliates. In addition, each Pre-Funded RC Lender hereby grants to the Pre-Funded RC Deposit Bank a security interest in, and rights of offset against, its rights and interests in such Pre-Funded RC Lender’s Pre-Funded RC Deposit, and investments thereof and proceeds of any of the foregoing, to secure the obligations of such Pre-Funded RC Lender hereunder. Each Pre-Funded RC Lender agrees that

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its right, title and interest with respect to the Pre-Funded RC Deposit Account shall be limited to the right to require its Pre-Funded RC Deposit to be used as expressly set forth herein and that it will have no right to require the return of its Pre-Funded RC Deposit other than as expressly provided herein (each Pre-Funded RC Lender hereby acknowledges that its Pre-Funded RC Deposit constitutes payment for its obligations under Sections 2.01(c) and 2.02(b) and that the Administrative Agent (on behalf of the respective Pre-Funded RC Lender) will be advancing Pre-Funded RC Loans to the Borrower in reliance on the availability of such Pre-Funded RC Lender’s Pre-Funded RC Deposit to discharge such Pre-Funded RC Lender’s obligations in respect thereof).

(d) If the Pre-Funded RC Deposit Bank is not offering Dollar deposits (in the applicable amounts) in the applicable eurodollar interbank market, or the Pre-Funded RC Deposit Bank determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate for the Pre-Funded RC Deposits (or any part thereof), then the Pre-Funded RC Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Pre-Funded RC Deposit Bank in accordance with banking industry rules on interbank compensation.

(e) The Borrower shall have the right to elect the Interest Period to be applicable to the Pre-Funded RC Deposits from time to time, which Interest Period shall, at the option of the Borrower, be a one, two or three month period, provided that (in each case):

(i) the Pre-Funded RC Deposits shall at all times have the same Interest Period;

(ii) the initial Interest Period for the Pre-Funded RC Deposits shall commence on the Closing Date and each Interest Period occurring thereafter in respect of the Pre-Funded RC Deposits shall commence on the day on which the next preceding Interest Period applicable thereto expires, provided that (x) if any Interest Period for the Pre-Funded RC Deposits begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month, and (y) if any Interest Period for the Pre-Funded Deposits would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, although if any Interest Period for the Pre-Funded Deposits would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; and

(iii) until the Borrower notifies the Administrative Agent of a change in the Interest Period as provided below, each Interest Period for the Pre-Funded Deposits shall be a period of one month.

The Borrower shall have the right to elect a new Interest Period to be applicable to the Pre-Funded Deposits so long as the Borrower notifies the Administrative Agent of such election in writing by 12:30 p.m. on the third Business Day prior to the expiration of the Interest Period then in effect for the Pre-Funded Deposits; provided, however, if the Borrower has failed to so notify the Administrative Agent of such Interest Period, the Borrower shall be deemed to have elected an Interest Period of one month effective as of the expiration of such current Interest Period.

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(f) If any Pre-Funded RC Loan is repaid on a day other than on the last day of an Interest Period or Scheduled Investment Termination Date applicable to the Pre-Funded RC Deposits, the Administrative Agent shall, upon receipt thereof, pay over such amounts to the Pre-Funded RC Deposit Bank which will invest the amount so reimbursed in overnight or short-term cash equivalent investments until the end of the Interest Period or Scheduled Investment Termination Date at the time in effect and the Borrower shall pay to the Pre-Funded RC Deposit Bank, upon the Pre-Funded RC Deposit Bank’s request therefor, the amount, if any, by which the interest accrued on a like amount of the Pre-Funded RC Deposits at the LIBOR Rate for the Interest Period in effect therefor shall exceed the interest earned through the investment of the amount so reimbursed for the period from the date of such repayment or reimbursement through the end of the applicable Interest Period, as determined by the Pre-Funded RC Deposit Bank (such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) and set forth in the request for payment delivered to the Borrower. In the event that the Borrower shall fail to pay any amount due under this Section 2.05(f), the interest payable by the Pre-Funded RC Deposit Bank to the Pre-Funded RC Lenders on their Pre-Funded RC Deposits under Section 2.05(b) shall be correspondingly reduced and the Pre-Funded RC Lenders shall without further act succeed, ratably in accordance with their Pro Rata Shares, to the rights of the Pre-Funded RC Deposit Bank with respect to such amount due from the Borrower. All repayments of Pre-Funded RC Loans that have been funded by the Pre-Funded RC Lenders from the Pre-Funded RC Deposits, in each case received by the Administrative Agent prior to the termination of the aggregate Pre-Funded RC Commitment, shall be paid over to the Pre-Funded RC Deposit Bank which will deposit same in the Pre-Funded RC Deposit Account.

(g) (i) If the Administrative Agent and/or the Pre-Funded RC Deposit Bank is enjoined from taking any action referred to in this Section 2.05 and/or in Section 2.01(c) or 2.02(b) (in each case in respect of a Pre-Funded RC Loan), or if the Administrative Agent and/or the Pre-Funded RC Deposit Bank reasonably determines that, by operation of law, it may reasonably be precluded from taking any such action, or if any Loan Party or Pre-Funded RC Lender challenges in any legal proceeding any of the acknowledgments, agreements or characterizations set forth in any of this Section 2.05 and/or in Section 2.01(c) or 2.02(b) (in each case in respect of Pre-Funded RC Loans), then, in any such case (and so long as such event or condition shall be continuing), and notwithstanding anything contained herein to the contrary, the Administrative Agent shall not be required to advance any Pre-Funded RC Loan on behalf of the affected Pre-Funded RC Lender or Pre-Funded RC Lenders.

(ii) In the event any payment of a Pre-Funded RC Loan shall be required to be refunded to the Borrower after the return of the Pre-Funded RC Deposits to the Pre-Funded RC Lenders as permitted hereunder, each Pre-Funded RC Lender agrees to acquire and fund a participation in such refunded amount equal to the lesser of its applicable Pro Rata Share thereof and the amount of its Pre-Funded RC Deposit that shall have been so returned. The obligations of the Pre-Funded RC Lenders under this clause (ii) shall survive the payment in full of the Pre-Funded RC Deposits and the termination of this Agreement.

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Notwithstanding anything to the contrary contained in this Agreement, following the repayment by the Borrower of any Pre-Funded RC Loan, in no event shall the Pre-Funded RC Deposit Bank be required to return to any Pre-Funded RC Lender any proceeds of such Pre-Funded RC Lender’s Pre-Funded RC Deposit prior to the 90th day following such repayment unless the respective Pre-Funded RC Lender shall have sufficiently indemnified the Pre-Funded RC Deposit Bank (in the sole discretion of the Pre-Funded RC Deposit Bank) for any losses the Pre-Funded RC Deposit Bank may incur as a result of preference claims brought by any creditor of the Borrower with respect to the proceeds of such repayment.

Section 2.06. Prepayments. (a) Optional. (i) Except as otherwise provided below in this Section 2.06(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans, Working Capital RC Loans and Pre-Funded RC Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 12:30 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and provided further, however, that, unless all Pre-Funded RC Loans are to be repaid in full and all Pre-Funded RC Commitments are to be terminated at the time of such prepayment, voluntary prepayments of Pre-Funded RC Loans only may be made with cash proceeds actually received by the Borrower after the Closing Date (including through capital contributions received from Holdings) from a Permitted Equity Issuance by Holdings or the Borrower. Each such notice shall specify the date and amount of such prepayment, the Class(es) and Type(s) of Loans to be prepaid and (i) in the case of a prepayment of Term Loans, the manner in which the Borrower elects to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.08(a), such prepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.08(a), and (ii) in the case of a partial prepayment of Pre-Funded RC Loans, a certification that such prepayment is being made with new cash equity proceeds as provided above in this Section 2.06(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05(a). Each prepayment of the Loans pursuant to this Section 2.06(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of

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$100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(ii) if such prepayment would have resulted from a refinancing in total of a Facility, which refinancing shall not be consummated or shall otherwise be delayed.

(b) Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid Term Loans in an aggregate principal amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year (or, in the case of the fiscal year ending December 31, 2007, for the period commencing on the Closing Date and ending on December 31, 2007) covered by such financial statements (commencing with the fiscal year ending December 31, 2007) minus (B) the sum of (without duplication) (i) all voluntary prepayments of Term Loans during such fiscal year, (ii) all voluntary prepayments of Working Capital RC Loans during such fiscal year to the extent the Working Capital RC Commitments are permanently reduced by the amount of such payments, and (iii) all mandatory prepayments of Term Loans pursuant to Section 2.06(b)(iv) in respect of such fiscal year, but in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Rent Adjusted Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 5.25:1.00 but greater than 4.00:1.00 and (y) no payment of any Term Loans shall be required under this Section 2.06(b)(i) if the Rent Adjusted Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than or equal to 4.00:1.00.

(ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (j) or (n) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds, Term Loans in an aggregate principal amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.06(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.06(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of

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Section 2.06(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business or its Restricted Subsidiaries within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within the later of (a) one hundred and eighty (180) days following the date of such legally binding commitment and (b) twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Working Capital RC Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested (whether because the applicable reinvestment period has expired or otherwise) at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.06.

(iii) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to any clause of Section 7.03 (other than clause (t) of said Section), the Borrower shall cause to be prepaid Term Loans in an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

(iv) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall, to the extent that the Rent Adjusted Leverage Ratio as of the last day of the fiscal year covered by such financial statements was equal to or greater than 5.25:1.00, cause to be prepaid Term Loans in an aggregate principal amount equal to the remainder of (A) the lesser of (x) (i) in the case of the fiscal year ended December 31, 2007, $50,000,000 and (ii) in the case of each fiscal year ending thereafter, $75,000,000 and (y) 100% of Minimum Free Cash Flow, if any, for the fiscal year (or, in the case of the fiscal year ended December 31, 2007, for the period commencing on the Closing Date and ending on December 31, 2007) covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year (except to the extent funded with the proceeds of Indebtedness), (ii) all voluntary prepayments of Working Capital RC Loans during such fiscal year (except to the extent funded with the proceeds of Indebtedness) to the extent the Working Capital RC Commitments are permanently reduced by the amount of such payments and (iii) all repayments or payments of Term Loans during such fiscal year pursuant to Section 2.08(a).

(v) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered

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pursuant to Section 6.02(b), the Borrower shall cause an amount equal to 100% of True Cash Flow, if any, for the fiscal year (or, in the case of the fiscal year ending December 31, 2007, for the period commencing on the Closing Date and ending on December 31, 2007) covered by such financial statements (commencing with the fiscal year ending December 31, 2007) to be applied (i) first, to repay principal of outstanding Pre-Funded RC Loans and (ii) second, to the extent in excess of the amount required to be applied pursuant to preceding clause (i), to be delivered to the Administrative Agent for deposit by the Administrative Agent into the Capital Expenditures Account, provided that the maximum amount required to be so delivered to the Administrative Agent and deposited into the Capital Expenditures Account in respect of any fiscal year shall not exceed the remainder of (A) $100,000,000 minus (B) the aggregate amount of funds then on deposit in (or credited to) the Capital Expenditures Account. Amounts repaid or prepaid in respect of Pre-Funded RC Loans or deposited in the Capital Expenditures Account, in each case pursuant to this Section 2.08(b)(v), may be redrawn or reborrowed, as applicable, in each case in accordance with the terms of this Agreement.

(vi) If for any reason the aggregate Working Capital RC Exposures at any time exceeds the aggregate Working Capital RC Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Working Capital RC Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b)(vi) unless after the prepayment in full of the Working Capital RC Loans and Swing Line Loans, such aggregate Outstanding Amount exceeds the aggregate Working Capital RC Commitments then in effect.

(vii) If for any reason the aggregate Pre-Funded RC Exposures at any time exceeds the aggregate Pre-Funded RC Commitment then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Pre-Funded RC Loans in an aggregate amount equal to such excess.

(viii) Each prepayment of Term Loans pursuant to this Section 2.06(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.08(a) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares, subject to clause (ix) of this Section 2.06(b) in respect of Term Loans. Any prepayment of a Eurocurrency Rate Loan pursuant to this Section 2.06(b) shall be accompanied by all accrued interest thereon.

(ix) The Borrower shall notify the Administrative Agent in writing of (x) any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.06(b) and (y) any mandatory prepayment of Pre-Funded RC Loans and/or mandatory deposit into the Capital Expenditures Account pursuant to clause (v) of this Section 2.06(b), in each case at least three (3) Business Days prior to the date of any such prepayment or deposit. Each such notice shall specify the date of such prepayment and/or deposit, as applicable, and provide a reasonably detailed calculation of the amount of such prepayment and/or deposit. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Appropriate Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through

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(iii) of this Section 2.06(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender (such amounts so rejected, “Rejected Amounts”). If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. In the event a Lender rejects all or any portion of its Pro Rata Share of any mandatory prepayment of Term Loans required pursuant to clauses (i) through (iii) of this Section 2.06(b), the rejected portion of such Lender’s Pro Rata share of such prepayment shall be retained by the Borrower (such Rejected Amounts, the “Borrower Retained Prepayment Amounts”).

(c) Funding Losses, Etc. All prepayments under this Section 2.06 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05(a). Notwithstanding any of the other provisions of this Section 2.06(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.06(b) (but excluding prepayments required under clauses (vi) or (vii) of this Section 2.06(b)), prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.06(b) in respect of any such Eurocurrency Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.06(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.06(b).

Section 2.07. Termination or Reduction of Commitments. (a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent at least three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof and (iii) if, after giving effect to any reduction of the Working Capital RC Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Working Capital RC Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Working Capital RC Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. At the time of any termination or reduction of the Pre-Funded RC Commitments, the Administrative Agent shall request the Pre-Funded RC Deposit Bank to (and the Pre-Funded RC Deposit Bank agrees that it will promptly) withdraw from the Pre-Funded RC Deposit

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Account and to pay same over to the Administrative Agent, and the Administrative Agent shall return to the Pre-Funded RC Lenders (ratably in accordance with their respective Pro Rata Shares) their Pre-Funded RC Deposits in an aggregate amount equal to such reduction or the amount of such Pre-Funded RC Commitment being terminated, as the case may be. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing in total of a Facility, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 2.01(a).

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.07. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Section 2.08. Repayment of Loans. (a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September, 2007, an aggregate amount equal to 0.25% of the aggregate principal amount of all Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06) and (ii) on the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on such date.

(b) Working Capital RC Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Working Capital RC Facility the aggregate principal amount of all of its Working Capital RC Loans outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Swing Line Loan is made and (ii) the Maturity Date for the Working Capital RC Facility.

(d) Pre-Funded RC Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Pre-Funded RC Facility the aggregate principal amount of all of its Pre-Funded RC Loans outstanding on such date.

Section 2.09. Interest. (a) Subject to the provisions of Section 2.09(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each

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Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Working Capital RC Loans.

(b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) All computations of interest hereunder shall be made in accordance with Section 2.11.

Section 2.10. Fees. In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Working Capital RC Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Working Capital RC Commitment exceeds the sum of (A) Outstanding Amount of Working Capital RC Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Working Capital RC Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Working Capital RC Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the Maturity Date for the Working Capital RC Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Working Capital RC Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Pre-Funded RC Facility Fee. The Borrower shall pay to the Administrative Agent for account of each Pre-Funded RC Lender in accordance with its Pro Rata

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Share, a facility fee equal to the sum of (I) the Applicable Rate with respect to Pre-Funded RC Loans maintained as Eurocurrency Rate Loans times the actually daily aggregate amount of the unapplied Pre-Funded RC Deposits from time to time plus (II) a rate per annum equal to the Pre-Funded RC Deposit Cost Amount as in effect from time to time multiplied by the actual daily aggregate amount of the unapplied Pre-Funded RC Deposits from time to time. The facility fee shall accrue at all times from the date hereof until the Maturity Date for the Pre-Funded RC Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Pre-Funded RC Facility. The facility fee shall be calculated quarterly in arrears.

(c) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

Section 2.11. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by DBNY’s “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) days (or three hundred and sixty six (366) days, as the case may be) and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one (1) day. In computing interest on any Loan, the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurocurrency Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurocurrency Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.12. Evidence of Indebtedness. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest

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error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.12(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.12(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.12(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.13. Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the

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Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.13(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

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(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.14. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.14 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.14 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

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ARTICLE III

Taxes, Increased Costs Protection and Illegality

Section 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all payments by the Borrower (the term Borrower under this Article III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, (i) taxes imposed on or measured by its net income or net profits (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, (ii) taxes imposed on a Lender or Agent solely by reason of any connection between the Lender or Agent and the respective taxing jurisdiction other than by entering into any Loan Document and receiving payments thereunder, and (iii) all liabilities (including additions to tax, penalties and interest) with respect to clauses (i) and (ii) hereof (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Agent or Lender, as applicable, for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in

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the place of organization of such Lender or Agent or a change in the lending office of such Lender, except to the extent that any such change is requested or required in writing by the Borrower (and provided that nothing in this clause (c) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).

(d) Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject to withholding tax imposed by any jurisdiction in which the Borrower is formed or organized at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Acceptance pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) withholding tax, if any, applicable with respect to the Lender assignee on such date.

(e) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund or overpayment credit in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Loan Parties pursuant to this Section 3.01, it shall promptly remit such refund or the amount of such credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund (or such credit) plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund (or such credit) to such party in the event such party is required to repay such refund (or such credit) to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund (or such credit) received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(f) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another Lending Office for any

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Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 3.01(f) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a).

(g) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

Section 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05(a). Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the applicable interbank eurodollar market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing

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to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes as to which Section 3.01 shall govern, (ii) changes in taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iii) reserve requirements contemplated by Section 3.04(c), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation except to the extent set forth in the first sentence of Section 3.06(b).

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(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

Section 3.05. Funding Losses. (a) Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(i) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan; or

(ii) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

(b) Upon demand of the Pre-Funded RC Deposit Bank, the Borrower shall promptly compensate the Pre-Funded RC Deposit Bank and hold the Pre-Funded RC Deposit Bank harmless from any loss, cost or expense incurred by the Pre-Funded RC Deposit Bank as a result:

(x) any withdrawals from the Pre-Funded RC Deposit Account pursuant to the terms of this Agreement prior to the end of the applicable Interest Period or Scheduled Investment Termination Date for the Pre-Funded RC Deposits; or

(y) the termination or reduction of any of the Pre-Funded RC Commitments (and the related termination of the investment of the funds held in the Pre-Funded RC Deposit Account) prior to the end of any applicable Interest Period or Schedule Investment Termination Date for the Pre-Funded RC Deposits.

Section 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent, any Lender or the Pre-Funded RC Deposit Bank claiming compensation under this

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Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

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Section 3.07. Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on five (5) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. Without the consent of the Pre-Funded RC Deposit Bank, the Pre-Funded RC Deposit funded by any Pre-Funded RC Lender shall not be released in connection with any assignment of its Pre-Funded RC Commitment, but shall instead be purchased by the relevant assignee and continue to be held for application (if not already applied) pursuant to Section 2.05 in respect of such assignee’s obligations under the Pre-Funded RC Commitment assigned to it.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

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(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Section 3.08. Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

Conditions Precedent to Credit Extensions

Section 4.01. Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder and the obligation of each Pre-Funded RC Lender to fund its Pre-Funded RC Deposit hereunder are subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i) executed counterparts of this Agreement and each Guaranty;

(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date;

(iii) each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan Party thereto, together with:

(A) certificates, if any, representing the Pledged Equity referred to therein (except as otherwise set forth on Schedule 1.01B) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, and

(B) evidence that all other actions, recordings and filings (except as otherwise set forth on Schedule 1.01B) that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(iv) such certificates of resolutions or other action, incumbency

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certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(v) opinion from Ropes & Gray LLP, New York counsel to the Loan Parties substantially in the form of Exhibit I;

(vi) a certificate signed by a Responsible Officer of the Borrower, certifying that there has been no event, development or state of circumstances since December 31, 2005 that has had, individually or in the aggregate, a Material Adverse Change;

(vii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower;

(viii) evidence that all insurance (other than title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each insurance policy with respect to such insurance as to which the Administrative Agent shall have reasonably requested to be so named;

(ix) certified copies of the Merger Agreement, the CMBS Facilities Documentation and the Senior Notes Documentation, in each case duly executed by the parties thereto, together with all material agreements and instruments and other material documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date; and

(x) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension.

(b) All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash.

(c) Prior to, or substantially simultaneously with, the initial Credit Extensions, (i) the Equity Contributions shall have been consummated and (ii) the Merger shall be consummated in accordance with the terms and conditions of the Merger Agreement (and no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified in a manner material and adverse to the Lenders without the consent of the Arrangers (not to be unreasonably withheld or delayed).

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(d) Substantially simultaneously with the initial Credit Extensions, the Borrower shall have received (i) at least $550,000,000 in gross cash proceeds from the issuance of the Senior Notes and (ii) at least $987,655,000 in gross cash proceeds from the consummation of the Specified Lease Transactions (of which approximately $790,000,000 shall have been received by the Specified Lease Entities from the CMBS Facilities).

(e) Prior to, or substantially simultaneously with, the initial Credit Extensions, the Borrower shall have terminated the Existing Credit Agreements and taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings and its Subsidiaries shall have outstanding no Indebtedness (including Disqualified Equity Interests), other than (A) the Loans and L/C Obligations, (B) the Senior Notes, and (C) Indebtedness otherwise permitted under 7.03, (ii) Holdings shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights to acquire Equity Interests) other than Qualified Equity Interests beneficially owned, directly or indirectly, by the Equity Investors, and (iii) the Borrower shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interest) other than Equity Interests owned by Holdings.

(f) Prior to, or substantially simultaneously with, the initial Credit Extensions, the Administrative Agent shall have received, for deposit into the Capital Expenditures Account, $100,000,000 of cash proceeds funded by a portion of the Equity Contributions.

(g) The Arrangers and the Lenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries, as may have been restated prior to the date hereof, for (A) each subsequent fiscal quarter ended after December 31, 2006 and at least forty five (45) days before the Closing Date (the “Unaudited Financial Statements”), and (B) to the extent reasonably available and, in any event, excluding footnotes, each fiscal month after the most recent fiscal period for which financial statements were received by the Arrangers and the Lenders as described above and ended at least thirty (30) days before the Closing Date, which financial statements described in preceding clauses (i) and (ii)(A) shall be prepared in accordance with GAAP.

(h) The Arrangers and the Lenders shall have received the Pro Forma Financial Statements.

(i) There not having occurred, since December 31, 2005, any event, development or state of circumstance that has had, individually or in the aggregate, a Material Adverse Change.

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Section 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans), and the obligation of each Pre-Funded RC Lender to fund its Pre-Funded RC Deposit on the Closing Date, are subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document (except, in the case of the initial Credit Extensions and the Pre-Funded RC Deposits made on the Closing Date, the representations contained in (A) Sections 5.03, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.18 and, except to the extent that the Collateral Agent’s security interest in the Collateral may be perfected by control of the Capital Expenditures Account or the filing of a Uniform Commercial Code financing statement, 5.19 and (B) any other Loan Document) shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates (except, in the case of the initial Credit Extension only, any such representation and warranty that is qualified by the term “Material Adverse Effect” shall instead be deemed to be qualified by the term “Material Adverse Change”).

(b) Except in the case of the initial Credit Extensions, no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) In the case of any incurrence of Pre-Funded RC Loans only, (i) no funds shall be on deposit in (or credited to) the Capital Expenditures Account at the time of such incurrence and (ii) the applicable Committed Loan Notice shall contain a certification by a Responsible Officer of the Borrower that the proceeds of such Pre-Funded RC Loans are to be utilized for Capital Expenditures.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Section 4.03. Conditions to Release of Funds from the Capital Expenditures Account. The obligation of the Administrative Agent to release funds in the Capital Expenditures Account to the Borrower is subject to the following conditions precedent:

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(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such release; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

(b) Except to the extent set forth in Section 8.05(a)(y), no Default shall exist, or would result from such proposed release or from the application of the proceeds therefrom.

(c) There shall be no Pre-Funded RC Loans outstanding at such time.

(d) The Administrative Agent shall have received, no later than 10:00 am. on the Business Day of the requested release date, a Request for Release of Capital Expenditure Funds in accordance with the requirements hereof.

Each Request for Release of Capital Expenditure Funds submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a), (b) and (c) have been satisfied on and as of the date of the applicable release.

ARTICLE V

Representations and Warranties

The Borrower represents and warrants to the Agents and the Lenders that:

Section 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and, except as set forth on Schedule 5.01, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents,

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(b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) (x) any Senior Notes Documentation, any Junior Financing Documentation and any other indenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (y) any Master Lease or other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i)(y), to the extent that such conflict, breach, contravention or payment, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.03. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to Debtor Relief Laws, general principles of equity (whether considered in a proceeding in equity or law) and an implied covenant of good faith and fair dealing.

Section 5.05. Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein (subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments and the absence of footnotes). During the period from December 31, 2005 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by the Borrower or any of its Subsidiaries of any business or property (including any Equity

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Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Administrative Agent prior to the Closing Date.

(ii) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the three and twelve month period ended March 31, 2007 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction, each material acquisition by the Borrower or any of its Subsidiaries consummated after March 31, 2007 and prior to the Closing Date and all other material transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the Arrangers). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as at March 31, 2007 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

(b) Since December 31, 2006, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

(d) As of the Closing Date, neither the Borrower nor any Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) such liabilities as are set forth in the financial statements described in clause (a) of this Section 5.05, (ii) obligations arising under the Loan Documents or otherwise permitted under Article VII and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Section 5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Subsidiaries or against any of their properties or revenues that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The representations and warranties made in this Section 5.06 are subject to Schedule 5.06.

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Section 5.07. No Default. Neither any Loan Party nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.08. Ownership of Property; Liens. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 5.09. Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect: (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location.

(c) The properties owned, leased or operated by any Loan Party or any of its Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could reasonably be expected to give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened

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release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, either individually or in the aggregate, in a Material Adverse Effect.

(f) Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Section 5.10. Taxes. Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings, the Borrower and the Borrower’s Subsidiaries have filed all Federal and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

Section 5.11. ERISA Compliance. (a) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect.

Section 5.12. Subsidiaries; Equity Interests. As of the Closing Date, (a) no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in material Subsidiaries of the Loan Parties have been validly

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issued, are fully paid and nonassessable and all Equity Interests owned by a Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date and after giving effect to the Transaction, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary of the Loan Parties, (b) sets forth the ownership interest of Holdings, the Borrower and any other Subsidiary of the Loan Parties in each Subsidiary (excluding any Restaurant LP set forth on Schedule 1.01I and any Employment Participation Subsidiary), including the percentage of such ownership and (c) identifies each Subsidiary of the Loan Parties, the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Section 5.13. Margin Regulations; Investment Company Act. (a) The Borrower is not engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for the purpose of purchasing or carrying margin stock or any other any purpose that violates Regulation U.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.14. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, right of privacy and publicity, and other intellectual property rights (collectively, “IP Rights”) that are necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The operation of the respective businesses of any Loan Party or Subsidiary as currently conducted does not infringe upon misuse, misappropriate or violate any rights held by any Person except for such infringements, misuses, misappropriations or violations which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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Section 5.16. Solvency. On the Closing Date after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.

Section 5.17. Subordination of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation that is (or is required to be) subordinated to the Obligations.

Section 5.18. Labor Matters. Except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any of Holdings, the Borrower or its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of each of Holdings, the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any of Holdings, the Borrower or its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

Section 5.19. Perfection, Etc. All filings and other actions necessary or desirable to perfect and protect the Lien in the Collateral created under the Collateral Documents (except for such actions that the Security Agreement specifically excepts the Borrower from performing) have been or will, within the required time periods under the Collateral Documents, be duly made or taken or otherwise provided for and are (or so will be) in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority Lien in the Collateral to the extent required by the Collateral Documents, securing the payment of the Secured Obligations, subject only to Permitted Liens.

ARTICLE VI

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of Holdings and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

Section 6.01. Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) as soon as available, but in any event within ninety (90) days (or within 105 days for the 2007 fiscal year) after the end of each fiscal year of the Borrower beginning with the 2007 fiscal year, a consolidated balance sheet of the Borrower and its

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Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with Public Company Oversight Board (“PCAOB”) auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) as soon as available, but in any event within forty-five (45) days (or within 75 days for the fiscal quarter ending on June 30, 2007 and 60 days for the fiscal quarter ending September 30, 2007) after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related (x) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (y) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”);

(d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b), the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and

(e) simultaneously with the delivery of each set of financial statements referred to in Sections 6.01(a) and (b) above, the information required to be delivered to the trustee under the Senior Notes Indenture pursuant to Sections 4.03(a)(1) and (2) of the Senior Notes Indenture for the respective fiscal year or fiscal quarter, as the case may be.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to

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each of preceding clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a stand-alone basis, on the other hand, and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with PCAOB auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Section 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document;

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) from, or material statements or material reports furnished to, any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Senior Notes Documentation, CMBS Facilities Documentation or Junior Financing Documentation in a principal amount greater than the Threshold Amount or any Master Lease and (in each case) not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

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(e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b) with respect to financial statements delivered pursuant to Section 6.01(a), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that there has been no change in such information since the Closing Date or, if later, the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.06(b) and (iii) an updated list of each Subsidiary that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (or confirming that there has been no change in such information since the Closing Date or the date of the last such update); and

(f) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party, any Subsidiary or any Specified Lease Entity, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile transmission or electronically (such as “tif”, “pdf” or similar file formats delivered by email).

Section 6.03. Notices. Promptly after obtaining knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default; and

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(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

Section 6.04. Payment of Taxes. Pay, discharge or otherwise satisfy as the same shall become due and payable, all of its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except in each case, to the extent the failure to pay or discharge the same, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business except (i) to the extent that failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.

Section 6.06. Maintenance of Properties. Except if the failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

Section 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries or otherwise consistent with past practices) as are customarily carried under similar circumstances by such other Persons.

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(a) Requirements of Insurance. All such insurance shall (i) provide that the insurer affording coverage will endeavor to mail 30 days written notice of cancellation of such insurance coverage to the Collateral Agent (in the case of property and liability insurance), (ii) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) be reasonably satisfactory in all other respects to the Administrative Agent.

(b) Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set for the in the Flood Disaster Protection Act of 1973, as amended from time to time.

Section 6.08. Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 6.09. Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Subsidiary, as the case may be.

Section 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such independent public accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

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Section 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):

(i) within thirty (30) days after such formation, acquisition or designation or such longer period as the Administrative Agent may agree in its discretion:

(A) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;

(B) cause (x) each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Guarantee Supplements and Mortgages with respect to the Material Real Properties which are identified to the Administrative Agent pursuant to Section 6.11(a)(i)(A), Security Agreement Supplements, a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and (y) each direct or indirect parent of each such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

(C) (x) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the

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Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent;

(D) take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guaranty Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, subject to Debtor Relief Laws, general principles of equity (whether considered in a proceeding in equity or at law) and an applied covenant of good faith and fair dealing,

(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, and

(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports.

(b) (i) the Borrower shall obtain the security interests, Guarantees and related items set forth on Schedule 1.01B on or prior to the dates corresponding to such security interests, Guarantees and related items set forth on Schedule 1.01B;

(ii) after the Closing Date, promptly following (x) the acquisition of

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any material personal property by any Loan Party or (y) the acquisition of any owned Material Real Property by any Loan Party, and such personal property or owned Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property; and

(iii) within thirty (30) days after the Closing Date, each Loan Party and each other Subsidiary of Holdings which is an obligee or obligor with respect to any Intercompany Indebtedness shall have duly authorized, executed and delivered the Intercompany Note, and the Intercompany Note shall be in full force and effect.

(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is 90 days after the Closing Date, or such later date as the Administrative Agent may so agree to.

Section 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

Section 6.13. Further Assurances and Post-Closing Conditions. (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents (subject to the limitations set forth therein and in the definition of Collateral and Guarantee Requirement).

(b) (i) In the case of any Material Real Property referred to in Section 6.11(a)(i)(A) or 6.11(b)(ii), provide the Administrative Agent with Mortgages with respect to such owned Material Real Property within thirty (30) days of the acquisition thereof together with:

(ii) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

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(iii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request;

(iv) opinions of local counsel for the Loan Parties in states in which such real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent;

(v) flood certificates covering each Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its capacity as such and certifying whether or not each such Mortgaged Property is located in a flood hazard zone by reference to the applicable FEMA map; and

(vi) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

Section 6.14. Designation of Subsidiaries. The board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Borrower may not be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes or any other Junior Financing, as applicable, and (v) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as

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described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the net assets of the respective Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Section 6.15. Corporate Separateness. (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities.

(b) Ensure that (i) no bank account of any Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any of the Borrower’s Restricted Subsidiaries, and (ii) any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from Holdings, the Borrower and the Borrower’s Restricted Subsidiaries.

ARTICLE VII

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Holdings and the Borrower shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:

Section 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed or refinanced by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

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(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects or minor irregularities affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary or the use of the property for its intended purpose;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens (including reconstruction, refurbishment, renovation and development of real property), (ii) such Liens do not at any time encumber any property (except for accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not interfere in any material respect with the business of the Borrower or any Restricted Subsidiary or secure any Indebtedness;

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(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i), (n) or (o) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiaries permitted under Section 7.03;

(o) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);

(p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and the replacement, extension or renewal of any Lien permitted by this clause (p) upon or in the same property previously subject thereto in connection with the replacement, extension or renewal (without increase in the amount or any change in any direct or contingent obligor) of the Indebtedness secured thereby; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (h), or (k);

(q) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business (including in favor of a Specified Lease Entity, as a lessor, under any Master Lease);

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(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business;

(u) Liens solely on any cash earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(v) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);

(w) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business;

(x) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(y) ground leases in respect of real property on which facilities or equipment owned or leased by the Borrower or any of its Subsidiaries are located;

(z) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(aa) other Liens securing Indebtedness and other obligations of the Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed $40,000,000.

Section 7.02. Investments. Make or hold any Investments, except:

(a) Investments by the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

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(b) loans or advances to (A) officers, directors, consultants and employees of Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof or, after a Qualifying IPO, the Borrower or any Intermediate Holding Company) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $5,000,000, and (B) restaurant employees of Employment Participation Subsidiaries to fund such employees purchase of Equity Interests of an Employment Participation Subsidiary in the ordinary course of business;

(c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party (excluding Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party, (iii) by the Borrower or any Restricted Subsidiary in any Domestic Subsidiary that is a Restricted Subsidiary but not a Loan Party that do not exceed the sum of $15,000,000 and the amount equal to the aggregate Returns in respect of such Investments, and (iv) by the Borrower or any Restricted Subsidiary (A) in any Foreign Subsidiary, provided that the aggregate amount of such Investments in Foreign Subsidiaries pursuant to this Section 7.02(c)(A) (together with, but without duplication, the aggregate consideration paid in respect of Permitted Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B)) shall not exceed the sum of $50,000,000 and an amount equal to the aggregate Returns in respect of such Investments), and (B) in any Foreign Subsidiary consisting of a contribution of Equity Interests of any other Foreign Subsidiary held directly by the Borrower or such Restricted Subsidiary and if the Foreign Subsidiary to which such contribution is made is not a wholly-owned Foreign Subsidiary, such contribution shall be in exchange for Indebtedness, Equity Interests (including increases in capital accounts) or a combination thereof of the Foreign Subsidiary to which such contribution is made, provided that the Equity Interests of a wholly owned Foreign Subsidiary only may be contributed to another wholly owned Foreign Subsidiary under this sub-clause (B), and (C) constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing to any Loan Party (other than Holdings) (for the avoidance of doubt, it being understood that Investments made pursuant to clause (ii) above shall not be deemed to be a utilization of, or an Investment made pursuant to, this clause (iv));

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

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(e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05, 7.06 and 7.13, respectively;

(f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and any modification, exchange in kind, renewal or extension thereof; provided that (x) the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02 and (y) any Investment in the form of Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subject to the subordination terms set forth in the Intercompany Note;

(g) Investments in Swap Contracts permitted under Section 7.03;

(h) (i) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05 and (ii) Investments received solely from (x) equity contributions to Holdings (which in turn are contributed by Holdings to the Borrower) from its shareholder or shareholders and (y) distributions to the Borrower and the Restricted Subsidiaries from Persons that are not Restricted Subsidiaries; provided that, with respect to each Investment described in this clause (h)(ii):

(A) any Subsidiary acquired as a result of such Investment (other than an Excluded Subsidiary) (and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such acquired Subsidiary) shall be a Guarantor and shall have complied with the requirements of Section 6.11, within the times specified therein;

(B) after giving effect to such Investment, the Borrower and the Restricted Subsidiaries shall be in compliance with Section 7.07;

(C) immediately before and immediately after giving Pro Forma Effect to any such Investment, no Default shall have occurred and be continuing and (2) immediately after giving effect to such Investment, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with (x) the covenant set forth in Section 7.11(a) and (y) in the case of a distribution from an Unrestricted Subsidiary, the covenant set forth in Section 7.11(b), each such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment had been consummated as of the first day of the fiscal period covered thereby and, in the case of a given Investment the aggregate Fair Market Value for which is in excess of $20,000,000, evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and

(D) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such

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Investment is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (h)(ii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Restricted Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

(A) subject to clause (B) below, any such newly created or acquired Subsidiary (and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be a Guarantor and shall have complied with the requirements of Section 6.11, within the times specified therein;

(B) the aggregate amount of consideration paid in respect of acquisitions of Persons that do not become Loan Parties shall not exceed the sum of $50,000,000 and an amount equal to the aggregate Returns in respect of such Investments);

(C) after giving effect to such purchase or acquisition, the Borrower and the Restricted Subsidiaries shall be in compliance with Section 7.07;

(D) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition (and any concurrent Disposition), the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition (and any concurrent Disposition) had been consummated as of the first day of the fiscal period covered thereby and, in the case of a given acquisition or purchase the aggregate consideration for which is in excess of $20,000,000, evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and

(E) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

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(j) the Transaction and Investments made in connection with the Transaction;

(k) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Section 7.06(h), (i), (j) or (k);

(n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, other Investments that do not exceed the sum of $100,000,000 and an amount equal to the aggregate Returns in respect of such Investments;

(o) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments in an amount not to exceed the Cumulative Growth Amount immediately prior to the time of the making of such Investment;

(p) advances of payroll payments to employees in the ordinary course of business;

(q) Investments to the extent that payment for such Investments is made solely with capital stock of Holdings (or, after a Qualifying IPO of the Borrower or an Intermediate Holding Company, the Borrower or such Intermediate Holding Company, as the case may be);

(r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(s) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations of the Borrower or any Restricted Subsidiary otherwise permitted hereunder that do not constitute Indebtedness, in each case entered into in the ordinary course of business; and

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(t) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons so long as such licensing arrangements do not limit in any material respect the Collateral Agent’s security interest (if any) in the intellectual property so licensed.

provided that no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder, to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments in respect of the Senior Notes or other Junior Financings that would otherwise not be permitted under Section 7.13 (and any such prepayment, redemption, purchase, defeasance and other payment shall be treated as having been made pursuant to Section 7.13).

Section 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan Documents;

(b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof;

(c) Guarantees by Holdings, the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Senior Note or other Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Subsidiary Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owing to Holdings, the Borrower or any other Restricted Subsidiary, to the extent constituting an Investment expressly permitted by Section 7.02(c), (m) or (s) or, in the case of Indebtedness of the Borrower or any Restricted Subsidiary owing to Holdings, the Borrower or any other Restricted Subsidiary, Section 7.02(n); provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in the Intercompany Note;

(e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of the Borrower and the Restricted Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (including reconstruction, refurbishment, renovation and development of real property); provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness of the Borrower and the Restricted

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Subsidiaries arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);

(f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates risks or commodities pricing incurred in the ordinary course of business and not for speculative purposes;

(g) Indebtedness of the Borrower or any Restricted Subsidiaries:

(i) consisting of Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of a Person financing fixed or capital assets of such Person (including real property) assumed in connection with any Permitted Acquisition that is secured only by the assets subject to such Attributable Indebtedness or the assets financed by such other Indebtedness, as the case may be (provided that neither such Attributable Indebtedness nor such other Indebtedness is incurred in contemplation of such Permitted Acquisition) and any Permitted Refinancing thereof and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) in the case of any Indebtedness secured by real property, such real property would not otherwise constitute a Material Real Property; and

(ii) incurred to finance a Permitted Acquisition that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this clause (g)(ii) does not exceed $25,000,000;

(h) Indebtedness of the Borrower and the Guarantors (A) assumed in connection with any Permitted Acquisition (provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition) or (B) incurred to finance a Permitted Acquisition and, in the case of either (A) or (B), any Permitted Refinancing thereof; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof, (w) is unsecured and is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms consistent with indentures in connection with senior subordinated notes issued in high yield transactions with the Sponsors (“Senior Subordinated Notes Precedent”) or otherwise reasonably acceptable to the Administrative Agent, (x) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom, (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 and (3) to the extent that Holdings is the issuer, borrower or obligor of such Indebtedness, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with an Interest Coverage Ratio of at least 2.00:1.00

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(and determined as if the Borrower was the issuer, borrower or obligor of such Indebtedness), (y) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (z) hereof), and (z) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to Holdings, the Borrower or any of the Restricted Subsidiaries as the terms and conditions of the Senior Notes are to the Borrower and the Restricted Subsidiaries as of the Closing Date or otherwise reasonably satisfactory to the Administrative Agent; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower or Holdings, as applicable, has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower or Holdings, as applicable, within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees);

(i) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;

(j) Indebtedness consisting of promissory notes (A) issued by any Loan Party to current or former officers, directors, consultants and employees, their respective estates, heirs, permitted transferees, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 7.06; provided that (i) such Indebtedness shall be subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent and (ii) the aggregate amount of all cash payments (whether principal or interest) made by the Loan Parties in respect of such notes in any calendar year, when combined with the aggregate amount of Restricted Payments made pursuant to Section 7.06(g) in such calendar year, shall not exceed $10,000,000 (or, after a Qualifying IPO, $30,000,000), provided that any unused amounts in any calendar year may be carried over to succeeding calendar years, so long as the aggregate amount of all cash payments made in respect of such notes in any calendar year (after giving effect to such carry forward), when aggregated with the aggregate amount of Restricted Payments made pursuant to Section 7.06(g) in such calendar year (after giving effect to such carry forward), shall not exceed $20,000,000 (or, after a Qualifying IPO, $40,000,000), provided, further, that such amount in any calendar year may be increased by an amount not to exceed the remainder of (x) the sum of (1) the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) to the extent that such Net Cash Proceeds shall have been actually received by the Borrower through a capital contribution of such Net Cash Proceeds by Holdings (and to the extent not used to make an Investment pursuant to Section 7.02(o), prepay Senior Notes or other Junior Financings pursuant to Section 7.13(a)(v), make Restricted Payments pursuant to Section 7.06(g) or (j) or make Capital Expenditures pursuant to Section 7.16(a)(ii)), in each case to employees, directors,

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officers, members of management or consultants of Holdings (or any direct or indirect parent of Holdings) or of its Subsidiaries that occurs after the Closing Date plus (2) the net cash proceeds of key man life insurance policies received by Holdings, the Borrower or any of its Restricted Subsidiaries after the Closing Date less (y) the aggregate amount of all cash payments made in respect of any promissory notes pursuant to this Section 7.03(j) after the Closing Date with the net cash proceeds described in preceding clause (x) (2) less (z) the aggregate amount of all Restricted Payments made after the Closing Date in reliance on the last proviso appearing in Section 7.06(g), and (B) issued by Employment Participation Subsidiaries to current or former restaurant employees, and development partners of Employment Participation Subsidiaries as consideration in respect of repurchases, redemptions or acquisitions of Equity Interests in Employment Participation Subsidiaries permitted under Section 7.06(m) in the ordinary course of business and consistent with past practice;

(k) Indebtedness incurred by Holdings, the Borrower or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in any such case solely constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

(l) Indebtedness consisting of obligations of Holdings, the Borrower or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate principal amount not to exceed $100,000,000 at any time outstanding;

(o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(p) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(q) obligations in respect of performance, bid, stay, custom, appeal and surety bonds and other obligations of a like nature and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practices;

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(r) unsecured Indebtedness of Holdings (“Permitted Holdings Debt”) (i) that is not subject to any Guarantee by the Borrower or any Restricted Subsidiary, (ii) that will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) that has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (v) hereof), (iv) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (v) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Notes Indenture as of the Closing Date, taken as a whole (other than provisions customary for senior discount notes of a holding company), and (vi) that is subordinated to the Obligations on subordination terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Precedent or otherwise reasonably acceptable to the Administrative Agent; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided, further that any such Indebtedness shall constitute Permitted Holdings Debt only if (1) both before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing and (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 (it being understood that any capitalized or paid-in-kind or accreted principal on such Indebtedness is not subject to this proviso);

(s) Indebtedness of the Borrower and the Restricted Subsidiaries supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(t) Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries so long as (u) the Net Cash Proceeds therefrom are used to prepay Term Loans pursuant to Section 2.06(b)(iii) (unless applied to effect a Permitted Refinancing of any Indebtedness theretofore issued under this Section 7.03(t)), (x) such Indebtedness is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Precedent or otherwise reasonably acceptable to the Administrative Agent, (y) both immediately prior and after giving effect thereto, (1)

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no Default shall exist or result therefrom, (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 and (3) to the extent that Holdings is the issuer, borrower or obligor of such Indebtedness, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with an Interest Coverage Ratio of at least 2.00:1.00 (and determined as if the Borrower was the issuer, borrower or obligor of such Indebtedness) and (z) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y) hereof), (y) such Indebtedness has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower and the Restricted Subsidiaries as the terms and conditions of the Senior Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (z) such Indebtedness is incurred by the Borrower or a Guarantor and (ii) any Permitted Refinancing of the Indebtedness referred to in preceding clause (i);

(u) Indebtedness in respect of the Senior Notes and any Permitted Refinancing thereof;

(v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; and

(w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above.

Section 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the sole purpose of which is to reorganize the Borrower into a new jurisdiction); provided, that (x) the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

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(b) (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form (subject, (x) in the case of any change of legal form, to any such Restricted Subsidiary that is a Guarantor remaining a Guarantor and (y) in the case of a liquidation or distribution of a Loan Party, the assets of such Loan Party are transferred to a Loan Party and the security interests of the Collateral Agent in the assets so transferred remain perfected at least to the same extent that such security interests were perfected immediately prior thereto) if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and such change is not materially disadvantageous to the Lenders;

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or the Borrower, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

(d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (F) immediately after giving effect to such merger or consolidation, the Successor Company and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such merger or consolidation had been consummated as of the first day of the fiscal period covered thereby and

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evidenced by a certificate from the Chief Financial Officer of the Successor Company demonstrating such compliance calculation in reasonable detail, and (G) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11;

(f) the Borrower and the Restricted Subsidiaries may consummate the Merger and the other Transactions; and

(g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Section 7.05. Dispositions. Make any Disposition, except:

(a) (x) Dispositions of obsolete or worn out property and assets, whether now owned or hereafter acquired, in the ordinary course of business, and (y) Dispositions of property or assets no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries;

(b) Dispositions of inventory and assets of de minimus value, in any case in the ordinary course of business;

(c) Dispositions of property in the ordinary course of business to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is the Borrower or a Guarantor, (i) the transferee thereof must either be a Guarantor or the Borrower or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e) Dispositions permitted by Sections 7.04 and 7.06, Investments permitted by Section 7.02, Liens permitted by Section 7.01 and Dispositions of Equity Interests in Employment Participation Subsidiaries to restaurant employees of, and development partners with, the Borrower and its Subsidiaries;

(f) Dispositions of property (other than IP Collateral) for cash pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by the

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Borrower and the Restricted Subsidiaries on the Closing Date, the Fair Market Value of all property so Disposed of after the Closing Date (taken together with the aggregate Fair Market Value of all property Disposed of pursuant to Section 7.05(k)) shall not exceed $35,000,000, and (ii) with respect to such property acquired by the Borrower or any Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property or any material repair, replacement or improvement thereof (including reconstruction, refurbishment, renovation and development of real property);

(g) Dispositions of Cash Equivalents;

(h) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof and not as part of a financing transaction;

(i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of Holdings, the Borrower and the Restricted Subsidiaries;

(j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(k) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate Fair Market Value of all property Disposed of in reliance on this clause (k) (taken together with the aggregate Fair Market Value of all property Disposed of pursuant to Section 7.05(f)) does not exceed $35,000,000, and (iii) with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of $2,500,000, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(l) and clauses (i) and (ii) of Section 7.01(t)); provided, however, that for the purposes of this clause (iii), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the payment in cash of the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash

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Consideration received pursuant to this clause (C) and Section 7.05(l) that is at that time outstanding, the greater of (1) $20,000,000 and (2) 1% of Total Tangible Assets at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

(l) Dispositions listed on Schedule 7.05(l); provided that with respect to any Disposition pursuant to this clause (l) for a purchase price in excess of $2,500,000, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(l) and clauses (i) and (ii) of Section 7.01(t)); provided, however, that for the purposes of this clause (ii), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the payment in cash of the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition shall be deemed to be cash and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) and Section 7.05(k)(iii) that is at that time outstanding, the greater of (1) $20,000,000 and (2) 1% of Total Tangible Assets at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

(m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(n) Dispositions as part of the Transaction; and

(o) Dispositions of Equity of Unrestricted Subsidiaries;

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(a)(y), (d), (e), (j) and (n) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the Fair Market Value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

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Section 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c) (i) so long as no Default shall have occurred and be continuing or would result therefrom, from and after the date the Borrower delivers an irrevocable written notice to the Administrative Agent stating that the Borrower will make Restricted Payments to Holdings that are used by Holdings solely to fund cash interest payments required to be made by Holdings with respect to Indebtedness permitted to be incurred by Holdings pursuant to Sections 7.03(h), (j), (l), (r) and (t) (the “Holdings Restricted Payments Election”), the Borrower may make such Restricted Payments to Holdings in each case so long as immediately after giving effect to such Restricted Payment, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with an Interest Coverage Ratio of at least 2.00:1.00 for the Test Period then most recently ended for which financial information has been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail;

(d) Restricted Payments made on the Closing Date used to fund the Transaction (including any amounts to be paid under, or contemplated by, the Merger Agreement) and the fees and expenses related thereto or owed to Affiliates, in each case with respect to any Restricted Payment to or owed to an Affiliate to the extent permitted by Section 7.08 and including any payment to holders of Equity Interests of the Borrower (immediately prior to giving effect to the Transaction) after the Closing Date in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect to such appraisal rights (in each case) as a result of the Merger;

(e) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 (other than Sections 7.08(f) and (g));

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(f) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(g) Holdings (or, after a Qualifying IPO of the Borrower or an Intermediate Holding Company, the Borrower or such Intermediate Holding Company, as the case may be) may (i) pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any parent of Holdings or, after a Qualifying IPO of the Borrower or an Intermediate Holding Company, the Borrower or such Intermediate Holding Company, as the case may be) by any future, present or former employee, consultant or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries or (ii) make Restricted Payments in the form of distributions to allow any direct or indirect parent of Holdings to pay principal or interest on promissory notes that were issued to any future, present or former employee, consultant or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests held by such Persons, in each case, pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, consultant or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g) in any calendar year, when combined with the aggregate amount of all cash payments (whether principal or interest) made by the Loan Parties in respect of any promissory notes pursuant to Section 7.03(j) in such calendar year, shall not exceed $10,000,000 (or, after a Qualifying IPO, $30,000,000), provided that any unused amounts in any calendar year may be carried over to succeeding calendar years, so long as the aggregate amount of all Restricted Payments made pursuant to this Section 7.06(g) in any calendar year (after giving effect to such carry forward), when aggregated with the aggregate amount of all cash payments made in respect of promissory notes pursuant to Section 7.03(j) in such calendar year (after giving effect to such carry forward), shall not exceed $20,000,000 (or, after a Qualifying IPO, $40,000,000); provided that any cancellation of Indebtedness owing to the Borrower in connection with and as consideration for a repurchase of Equity Interests of Holdings (or any of its direct or indirect parents) shall not be deemed to constitute a Restricted Payment for purposes of this clause (g); provided, further, that such amount in any calendar year may be increased by an amount not to exceed the remainder of (x) the sum of (1) the amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) to the extent that such Net Cash Proceeds shall have been actually received by the Borrower through a capital contribution of such Net Cash Proceeds by Holdings (and to the extent not used to make an Investment pursuant to Section 7.02(o), a payment pursuant to Section 7.03(j), a prepayment of Senior Notes or other Junior Financings pursuant to Section 7.13(a)(v), make Restricted Payments pursuant to Section 7.06(g) or (j) or make Capital Expenditures pursuant to Section 7.16(a)(ii)), in each case to employees, directors, officers, members of management or consultants of Holdings (or any direct or indirect parent of Holdings) or of its Subsidiaries that occurs after the Closing Date plus (2) the

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net cash proceeds of key man life insurance policies received by Holdings, the Borrower or any of its Restricted Subsidiaries after the Closing Date less (y) the aggregate amount of all Restricted Payments made after the Closing Date with the net cash proceeds described in preceding clause (x) (2) less (z) the aggregate amount of all cash payments made in respect of any promissory notes pursuant to Section 7.03(j) after the Closing Date in reliance on the last proviso appearing in Section 7.03(j);

(h) the Borrower and the Restricted Subsidiaries may make Restricted Payments to Holdings:

(i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the amount any direct or indirect parent company of the Borrower would be required to pay in respect of Income Taxes attributable to the income of such direct or indirect parent company, the Borrower and its Restricted Subsidiaries and Other Parent Subsidiaries; provided, however, that in each case the amount of such payments in any tax year are reduced by Income Taxes required to be paid by such direct or indirect parent company arising from businesses that are unrelated to the businesses conducted by the Other Parent Subsidiaries on the Closing Date after giving effect to the Transactions (except Income Taxes attributable to the income of Unrestricted Subsidiaries shall not reduce such payments to the extent such payments would otherwise be reduced by such Income Taxes and amounts are received from Unrestricted Subsidiaries to pay such Income Taxes);

(ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $2,500,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and its Subsidiaries;

(iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted to be made by Holdings pursuant to this Section 7.06;

(v) to finance any Investment permitted to be made by Holdings pursuant to Section 7.02 (other than clause (e) thereof); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing

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thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and

(vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement;

(i) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Notes and other Junior Financings made pursuant to Section 7.13(a)(iv) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), $50,000,000;

(j) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Restricted Payment;

(k) cash payments in lieu of the issuance of fractional shares or interests in connection with the exercise of warrants, options or other rights or securities convertible into or exchangeable for Equity Interests of Holdings or any direct or indirect parent of Holdings; provided, that any such cash payment shall not be for the purpose of evading the limitation of this covenant (as determined in good faith by the Board of Directors of the Borrower);

(l) Holdings may make Restricted Payments with the Net Cash Proceeds of Permitted Holdings Debt and Permitted Equity Issuances by Holdings (in each case, to the extent any such proceeds are not otherwise contributed to (or required to be contributed to) the Borrower); and

(m) repurchases, redemptions and other acquisitions of Equity Interests in Employment Participation Subsidiaries held by current or former restaurant employees of, and development partners with, the Borrower or any of its Restricted Subsidiaries.

Section 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto.

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Section 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction in each case to the extent that such transactions are not otherwise prohibited by this Agreement, (b) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) consummation of the Transaction, including the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests of Holdings (other than Disqualified Equity Interests) to the Sponsors, or to any director, officer, consultant or employee of the Borrower or any of its Subsidiaries in connection with the Transaction, (e) the payment (including Restricted Payments to permit payment) of management, consulting, monitoring, transaction and advisory fees to, or for the benefit of, the Sponsors and the Founders or their respective Affiliates in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid (including accrued amounts) pursuant to the Sponsor Management Agreement, as in effect on the Closing Date and any amendment, modification or replacement thereof or any similar agreement that is not, when taken as a whole, less favorable to the Lenders in any material respect as compared to the Sponsor Management Agreement as in effect on the Closing Date (it being agreed, however, that termination fees (or similar amounts) payable upon the occurrence of an initial public offering or a Change of Control (or any events or circumstances of a substantially similar nature (including with respect to a Change of Control as defined in the Senior Notes Indenture)) not to exceed an amount equal to the present value (as determined (or pursuant to a determination agreed to) by the Borrower in good faith) of the aggregate amount of any fees that would otherwise have been payable under the Sponsor Management Agreement as in effect on the Closing Date during the stated term thereof shall in any event be permitted) and related indemnities, reimbursements and reasonable expenses, (f) Restricted Payments permitted under Section 7.06, (g) loans and other transactions by Holdings, the Borrower and the Restricted Subsidiaries to the extent permitted under this Article VII, (h) employment, consulting and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, and (l) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures or securities offerings), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower, in good faith (it

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being agreed that fees of up to 1.0% of the gross amount of any applicable transaction shall in any event be permitted), and (m) transactions with suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement and the Senior Notes Indenture which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party.

Section 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments, intercompany loans or other advances to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 and (y) to the extent Contractual Obligations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation in any material respect, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or 7.03(g), to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

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Section 7.10. Use of Proceeds; etc. (a) Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

(b) Use the proceeds of any funds in (or credited to) the Capital Expenditures Account, whether directly or indirectly, for any purpose other than (i) to finance Capital Expenditures, (ii) to make any mandatory prepayment of Term Loans otherwise required pursuant to Section 2.06(b)(iv) or 8.05(a) and (iii) to make Investments, Restricted Payments, prepayments or redemptions, as, and to the extent, permitted under the definition “Cumulative Growth Amount.”

(c) Deposit, or cause to be deposited, whether directly or indirectly, any funds into the Capital Expenditures Account other than (i) with True Cash Flow as, and to the extent, required by Section 2.06(b)(v) and (ii) with the Net Cash Proceeds from Permitted Equity Issuances after the Closing Date (other than Permitted Equity Issuances made pursuant to Section 8.05).

Section 7.11. Financial Covenants. (a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on September 30, 2007) to be greater than the ratio set forth below opposite the last day of such Test Period:

Fiscal Year	March 31	June 30	September 30	December 31
2007	—	—	6.50:1.00	6.50:1.00
2008	6.50:1.00	6.00:1.00	6.00:1.00	6.00:1.00
2009	6.00:1.00	6.00:1.00	6.00:1.00	6.00:1.00
2010	6.00:1.00	6.00:1.00	6.00:1.00	6.00:1.00
2011	6.00:1.00	6.00:1.00	6.00:1.00	6.00:1.00
2012	6.00:1.00	6.00:1.00	6.00:1.00	6.00:1.00
2013	6.00:1.00	6.00:1.00	6.00:1.00	6.00:1.00
2014	6.00:1.00	6.00:1.00	6.00:1.00	6.00:1.00

(b) Minimum Free Cash Flow. If the Rent Adjusted Leverage Ratio as of the last day of any fiscal year of the Borrower (beginning with its fiscal year ending December 31, 2007) is greater than or equal to 5.25:1.00, permit Minimum Free Cash Flow for any Test Period ending on such date to be less than (i) in the case of the Borrower’s fiscal year ended December 31, 2007, $50,000,000, and (ii) in the case of each fiscal year of the Borrower thereafter, $75,000,000.

Section 7.12. Accounting Changes. Make any change in fiscal quarter or fiscal year; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal quarter or fiscal year to any other fiscal quarter or fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal quarter or fiscal year.

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Section 7.13. Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Notes, any Permitted Holdings Debt, any Indebtedness incurred under Section 7.03(h)(B) or (t), any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents or any Permitted Refinancing of any of the foregoing Indebtedness (all of the foregoing items of Indebtedness, collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation that is subordinated to the Obligations, except, so long as no Default shall have occurred and be continuing or would result therefrom, (i) the refinancing thereof with the Net Cash Proceeds of Permitted Holdings Debt or any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.06(b), (ii) the conversion of any Senior Notes or Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the subordination provisions contained in the Intercompany Note, (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Senior Notes and other Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed $50,000,000, (v) prepayments, redemptions, purchases, defeasances and other payments in respect of the Senior Notes and other Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Cumulative Growth Amount immediately prior to the making of such payment and (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Permitted Holdings Debt and other Junior Financing incurred by Holdings with the Net Cash Proceeds of Permitted Equity Issuances by Holdings (to the extent any such proceeds are not otherwise contributed to (or required to be contributed to) the Borrower).

(b) Amend, modify or change (x) the subordination provisions of any Junior Financing Documentation (and the component definitions as used therein) or (y) any other term or condition of the Senior Notes Documentation or any other Junior Financing Documentation, in the case of this clause (y) in any manner materially adverse to the interests of the Lenders, in any such case without the consent of the Administrative Agent.

(c) Designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” or any similar term (as defined in any Junior Financing Documentation that is subordinated to the Obligations), in each case, except for Obligations of the type described in clause (x) of the definition thereof.

(d) Amend, modify or waive any of its rights under (a) any Master Lease or (b) the nature of the obligations under any guaranty of recourse obligations or any environmental indemnity agreement executed and delivered in connection with the CMBS Facilities, in each case to the extent that such amendment, modification or waiver, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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Section 7.14. Equity Interests of the Borrower and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted Subsidiary to be (or become) a non-wholly owned Subsidiary, except (i) such non-wholly owned Domestic Subsidiaries existing on the Closing Date, (ii) as a result of or in connection with a dissolution, liquidation, merger, consolidation, or Disposition of a Restricted Subsidiary permitted by Section 7.04 or 7.05 or an Investment in any Person permitted under Section 7.02 or (iii) so long as such Restricted Subsidiary continues to be a Guarantor.

Section 7.15. Holding Company. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower and the Specified Lease Entities, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Merger Agreement and the other agreements contemplated by the Merger Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article VII, (v) the entering into and performance of customary guaranty of recourse obligations and environmental indemnity agreements under the applicable CMBS Facilities Documentation and (vi) any transaction that Holdings is permitted to enter into or consummate under this Article VII.

Section 7.16. Capital Expenditures.

(a) Make any Capital Expenditure (i) except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries on a consolidated basis during each fiscal year set forth below, the amount set forth opposite such fiscal year:

Fiscal Year	Amount
2007	$	235,000,000
2008	$	200,000,000
2009	$	210,000,000
2010	$	240,000,000
2011	$	250,000,000
2012	$	250,000,000
2013	$	250,000,000
2014	$	250,000,000

; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year shall be increased after the consummation of any Permitted Acquisition in an amount equal to 115% of the average annual capital expenditures of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business for the period of 36 consecutive months prior to such Permitted Acquisition (which increase, however, shall be pro rated for the fiscal year in which such Permitted Acquisition occurs).

(ii) In addition, so long as no Default shall have occurred and being continuing or would result therefrom, the Borrower and the Restricted Subsidiaries may make Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Capital Expenditures.

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(b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.16(a)(i) is less than the maximum amount of Capital Expenditures permitted by Section 7.16(a)(i) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make additional Capital Expenditures in the immediately succeeding fiscal year; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year prior to being counted against any Rollover Amount available with respect to such fiscal year.

(c) Notwithstanding anything to the contrary contained in clause (a)(i) or (b) above, in the event that the Borrower and the Restricted Subsidiaries have made Capital Expenditures in any fiscal year of the Borrower pursuant to clauses (a)(i) and (b) above in an amount equal to the maximum aggregate amount permitted to be made by the Borrower and the Restricted Subsidiaries during such fiscal year and so long as no Default then exists or would result therefrom, the Borrower and the Restricted Subsidiaries may utilize up to 50% of the applicable permitted scheduled Capital Expenditure amount as set forth in clause (a)(i) above for the immediately succeeding fiscal year of the Borrower (the “Carry-Back Amount”) to make additional Capital Expenditures in the then current fiscal year of the Borrower (which shall reduce the base amount of Capital Expenditures permitted to be made in such succeeding fiscal year pursuant to Section 7.16(a)(i) by the Carry-Back Amount so utilized).

(d) Notwithstanding anything to the contrary contained above in this Section 7.16, if on the last day of any fiscal year of the Borrower (after giving pro forma effect to any repayments and deposits actually made from True Cash Flow pursuant to Section 2.06(b)(v) as if such repayments and deposits had been made on such day) both (i) the Capital Expenditures Account is fully utilized with a zero balance on such date and (ii) the Rent Adjusted Leverage Ratio as of such date is greater than or equal to 5.25:1.00, then the aggregate amount of Capital Expenditures permitted to be made by the Borrower and the Restricted Subsidiaries in the succeeding fiscal year pursuant to Sections 7.16(a)(i) and (c) shall be limited to $100,000,000 until the earlier to occur of (x) the date on which no Pre-Funded RC Loans are outstanding and the amount on deposit in the Capital Expenditures Account is greater than zero and (y) the Rent Adjusted Leverage Ratio as of the last day of any Test Period thereafter is less than 5.25:1.00.

ARTICLE VIII

Events of Default and Remedies

Section 8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

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(b) Specific Covenants. Holdings or the Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.05(a) (solely with respect to Holdings and the Borrower) or Article VII; provided that any Event of Default under Section 7.11 is subject to cure as contemplated by Section 8.05; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder), together with any other Indebtedness (other than Indebtedness hereunder) in respect of which such a payment default exists, having an aggregate principal amount for all such Indebtedness of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness having an aggregate principal amount for all such Indebtedness of not less than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Agreements, termination events or equivalent events pursuant to the terms of such Swap Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

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(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary one or more final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgments or orders shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or any Lien on any material portion of the Collateral created thereby; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Permitted Liens, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or any nonconsensual Liens arising solely by operation of Law; or

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(m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation that is subordinated (or required to be subordinated) to the Obligations and having an aggregate principal amount (for all such Junior Financing Documentation) of not less than the Threshold Amount, (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any such Junior Financing having an aggregate principal amount (for all such Junior Financing Documentation) of not less than the Threshold Amount, if applicable or (iii) any Loan Party contests in writing the validity or enforceability of any subordination provision set forth in any Junior Financing Documentation; or

(n) Termination of Master Lease. Any Master Lease is terminated for any reason either (i) as to all or substantially all of the properties subject thereto as a result of which the Borrower or its Restricted Subsidiaries no longer have the right to use such properties or any similar substitute properties on substantially the same basis as immediately prior to such termination or (ii) the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an Event of Default under Section 8.01(f) with respect to the Borrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

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Section 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Immaterial Subsidiary (it being agreed that all Immaterial Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Immaterial Subsidiary, for purposes of determining whether the condition specified above is satisfied).

Section 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to each of the Administrative Agent and the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees (other than commitment fees, letter of credit fees and facility fees), indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid commitment fees, letter of credit fees, facilities fees and interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Obligations and the Cash Management Obligations, ratably among the Lenders and the other Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

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Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

Section 8.05. Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, (x) in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period, and (y) in the event of any Event of Default under Section 7.11(b) and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal year hereunder, the Borrower may direct the Administrative Agent to withdraw amounts from the Capital Expenditures Account solely to cure such Event of Default and the amount of such withdrawal shall be treated as the receipt of cash proceeds from a Permitted Equity Issuance by the Borrower with respect to such applicable fiscal year (and not as an increase to Consolidated EBITDA with respect to such applicable fiscal year); provided that (i) such withdrawal does not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11(b) for any applicable fiscal year and (ii) such funds are immediately applied to repay (and the Borrower hereby authorizes the Administrative Agent to repay) outstanding Term Loans. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b) Notwithstanding the provisions of Section 8.05(a), in each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made.

ARTICLE IX

Administrative Agent and Other Agents

Section 9.01. Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such

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action on its behalf under the provisions of this Agreement and each other Loan Document (which, for purposes of this Article IX, and for purposes of Sections 10.04 and 10.05, shall include the CMBS Intercreditor Agreement) and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

(d) The Administrative Agent shall also act as the Pre-Funded RC Deposit Bank under this Agreement, and each of the Pre-Funded RC Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as Pre-Funded RC Deposit Bank for the purposes set forth in this Agreement. In this connection, the Administrative Agent, as “Pre-Funded RC Deposit Bank”, shall be entitled to the benefits of all provisions of this Article IX (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “Pre-Funded RC Deposit Bank” under this Agreement) as if set forth in full herein with respect thereto.

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Section 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

Section 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04. Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

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(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

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Section 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower and without limiting the Borrower’s obligation to do so. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Section 9.08. Agents in their Individual Capacities. DBNY and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though DBNY were not the Administrative Agent, the Swing Line Lender, the Pre-funded RC Deposit Bank or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, DBNY or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, DBNY shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, the Swing Line Lender, the Pre-Funded RC Deposit Bank or an L/C Issuer, and the terms “Lender” and “Lenders” include DBNY in its individual capacity.

Section 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the

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Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Section 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.10 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Section 2.10 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree:

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (or upon cash collateralization of all Letters of Credit in a manner and pursuant to arrangements reasonably satisfactory to the Administrative Agent or receipt of backstop letters of credit, in form and substance and from a financial institution, reasonably satisfactory to the Administrative Agent), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any other Guarantor (whether as a Disposition or Investment), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

(c) that any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); provided that no such release shall occur if such Guarantor continues (after giving effect to the consummation of such transaction or designation) to be a guarantor in respect of the Senior Notes or any other Junior Financing.

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Upon request by the Administrative Agent at any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11 In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11

Section 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent”, “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.13. Appointment of Supplemental Administrative Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

(b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental

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Administrative Agent, and (ii) the provisions of this Article 9 and of Section 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

(c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE X

Miscellaneous

Section 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment, modification, supplement or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the other applicable Loan Party, as the case may be, and each such waiver, amendment, modification, supplement or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, modification, supplement, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.08 or 2.09 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans or the Pre-Funded RC Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being

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understood that any change to the definition of Total Leverage Ratio, Rent Adjusted Leverage Ratio or in the component definitions of each thereof shall not constitute a reduction in the rate; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.07(c), 8.04 or 2.14 without the written consent of each Lender directly affected thereby;

(e) other than in connection with a transaction permitted under Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender; or

(g) except as expressly permitted by Section 7.04(d), consent to the assignment or transfer by Holdings or the Borrower of any of its rights or obligations under this Agreement or any other Loan Document;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Pre-Funded RC Deposit Bank in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Pre-Funded RC Deposit Bank under this Agreement or any other Loan Document; (v) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (vi) the consent of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments hereunder in a manner different than such amendment affects other Classes. Any such waiver and any such amendment, modification or supplement in accordance with the terms of this Section 10.01 shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

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Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Working Capital RC Loans and the Pre-Funded RC Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

In addition, notwithstanding the foregoing, (a) this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing, and (b) this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Pre-Funded RC Loans to permit the refinancing of all outstanding Pre-Funded RC Loans (“Refinanced Pre-Funded RC Loans”) with a replacement pre-funded revolving credit loan tranche denominated in Dollars (“Replacement Pre-Funded RC Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Pre-Funded RC Loans shall not exceed the aggregate principal amount of such Refinanced Pre-Funded RC Loans and the aggregate unused Pre-Funded RC Commitments at such time, (b) the Applicable Rate for such Replacement Pre-Funded RC Loans and facility fee in respect thereof shall not be higher than the Applicable Rate for such Refinanced Pre-Funded RC Loans and facility fee in respect thereof, (c) the Weighted Average Life to Maturity of such Replacement Pre-Funded RC Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Pre-Funded RC Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Pre-Funded RC Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Pre-Funded RC Loans than, those applicable to such Refinanced Pre-Funded RC Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Pre-Funded RC Loans in effect immediately prior to such refinancing.

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Section 10.02. Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuers, the Pre-Funded RC Deposit Bank and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuers, the Pre-Funded RC Deposit Bank and the Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Swing Line Loan Notices and Requests for Release of Capital Expenditure Funds) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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Section 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of White & Case LLP, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel (including local counsel in each relevant jurisdiction) to the Administrative Agent and all Attorney Costs of one joint counsel to the Lenders as a group (except to the extent that the use of joint counsel for the Lenders as a group could reasonably be expected to give rise to any conflict of interest for any such counsel or any Lender shall have determined that it may have legal defenses available to it that are different from, additional to or in conflict with those available to any other Lender in which case the affected Lenders may have separate counsel)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Section 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including

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Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee as determined by a court of competent jurisdiction in a final and non-appealable decision. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion)

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to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Section 10.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as expressly permitted by Section 7.04(d)) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) and (i) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than to Disqualified Institutions) (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan or a Pre-Funded RC Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of an Agent;

(C) each Principal L/C Issuer at the time of such assignment, provided that no consent of the Principal L/C Issuers shall be required for any assignment of a Term Loan or a Pre-Funded RC Loan or any assignment to an Agent or an Affiliate of an Agent; and

(D) the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment of a Term Loan or a Pre-Funded RC Loan or any assignment to an Agent or an Affiliate of an Agent.

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(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of the Working Capital RC Facility), or $1,000,000 (in the case of the Pre-Funded RC Facility and in the case of a Term Loan) unless each of the Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, unless waived or reduced by the Administrative Agent in its sole discretion, provided that only one such fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds; and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e). Without the consent of the Pre-Funded RC Deposit Bank, the Pre-Funded RC Deposit funded by any Pre-Funded RC Lender shall not be released in connection with any assignment of its Pre-Funded RC Commitment, but shall instead be purchased by the relevant assignee and continue to be held for application (if not already applied) pursuant to Section 2.05 in respect of such assignee’s obligations under the Pre-Funded RC Commitment assigned to it.

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(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents, the Pre-Funded RC Deposit Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender.

(f) Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender.

(g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such

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Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may, without the consent of the Borrower or the Administrative Agent, grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, (1) any Lender may, without the consent of the Borrower or the Administrative Agent, in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may, without the consent of the Borrower or the Administrative Agent, create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer, the Swing Line Lender or the Pre-Funded RC Deposit Bank may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer, the Swing Line Lender or the Pre-Funded RC Deposit Bank, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer, the Swing Line Lender or the Pre-Funded RC Deposit Bank shall have identified a successor L/C Issuer, Swing Line

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Lender or Pre-Funded RC Deposit Bank reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer, Swing Line Lender or Pre-Funded RC Deposit Bank, as applicable. In the event of any such resignation of an L/C Issuer, the Swing Line Lender or the Pre-Funded RC Deposit Bank, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer, Swing Line Lender or Pre-Funded RC Deposit Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer, the Swing Line Lender or the Pre-Funded RC Deposit Bank, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

Section 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender or its Affiliates; or (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, Section 6.02 or 6.03.

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Section 10.09. Setoff. (a) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and their respective Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Agent, such Lender and/or such Affiliates to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Agent, such Lender and/or such Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

(b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER OR AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY Section 10.01 OF THIS AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.

Section 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the

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interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person 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 contemplated term of the Obligations hereunder.

Section 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied (other than Obligations under Secured Hedge Agreements, Cash Management Obligations or contingent indemnification obligations, in any such case, not then due and payable) or any Letter of Credit shall remain outstanding.

Section 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15. Tax Forms. (a) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) agrees to complete

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and to deliver to the Borrower, prior to the date on which the first payment to the Lender is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, two copies of (i) an Internal Revenue Service Form W-8BEN certifying that it is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest or (ii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or (iii) if the Lender is not a bank described in Section 881(c)(3)(A) of the Code an accurate and complete original signed copy of Internal Revenue Service Form W-8BEN, certifying that the Lender is not a United States person, together with a statement certifying that such Lender is not a bank described in Section 881(c)(3)(A) of the Code, as appropriate. The Lender further agrees to complete and to deliver to the Borrower from time to time, so long as it is eligible to do so, two copies of any successor or additional form required by the Internal Revenue service or reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, U.S. withholding tax.

(b) (i) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed completed copies of IRS Form W 8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

(c) Each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “U.S. Lender”) agrees to deliver to the Borrower a duly completed and executed copy of Internal Revenue Service Form W-9 or successor form establishing that such U.S. Lender is a United States person that is not subject to U.S. backup withholding tax.

(d) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender to the extent Taxes would not have been imposed but for the failure of such Foreign Lender to satisfy the provisions of Section 10.15(a) or (b) as applicable, or (B) any U.S. Lender to the extent would not have been imposed but for the failure of such U.S. Lender to satisfy the provisions of Section 10.15(c); provided that (i) if such Lender shall have satisfied the requirement of Section 10.15(a), (b) or (c), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15 shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule,

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regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (ii) nothing in this Section 10.15 shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not been satisfied if the Borrower is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents, including in the case of a typical participation.

Section 10.16. GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

Section 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS Section 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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Section 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and Holdings and the Administrative Agent shall have been notified by each Lender, each L/C Issuer, the Swing Line Lender and the Pre-Funded RC Deposit Bank that each such Lender, each such L/C Issuer, the Swing Line Lender and the Pre-Funded RC Deposit Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent, each Lender, each L/C Issuer, the Swing Line Lender and the Pre-Funded RC Deposit Bank and their respective successors and assigns, except that neither Holdings nor the Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders, except for the Borrower as permitted by Section 7.04(d).

Section 10.19. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 10.20. USA PATRIOT Act. Each Lender hereby notifies the Loan Parties 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 Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender to identify the Loan Parties in accordance with the Act.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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

OSI RESTAURANT PARTNERS, LLC, as the Borrower
By:	/s/ Dirk A. Montgomery
Name:	Dirk A. Montgomery
Title:	Chief Financial Officer and Senior Vice President

OSI HOLDCO, INC., as Holdings and a Guarantor
By:	/s/ Andrew Balson
Name:
Title:

DEUTSCHE BANK AG NEW YORK BRANCH, Individually and as Administrative Agent, L/C Issuer, Swing Line Lender and Pre-Funded RC Deposit Bank
By:	/s/ Scottye Lindsey
Name:	Scottye Lindsey
Title:	Director
By:	/s/ Evelyn Thierry
Name:	Evelyn Thierry
Title:	Vice President

BANK OF AMERICA, N.A.
By:	/s/ Bradford Jones
Name:	Bradford Jones
Title:	Managing Director

EX-10.2

Exhibit 10.2

EXECUTION COPY

MASTER LEASE AGREEMENT

Dated as of June 14, 2007

Between

PRIVATE RESTAURANT PROPERTIES, LLC,

as Landlord,

and

PRIVATE RESTAURANT MASTER LESSEE, LLC,

as Tenant

TABLE OF CONTENTS

		Page
ARTICLE I LEASED PROPERTY; TERM		2
Section 1.1	Leased Property	2
Section 1.2	Release of Outparcels	2
Section 1.3	Uneconomic Property.	3
Section 1.4	Construction Properties.	4
Section 1.5	Term	5
Section 1.6	No Merger of Landlord’s Interest	5
Section 1.7	Limitation of Term as a Result of Ground Lease Terms	5
Section 1.8	Removed Properties	5
ARTICLE II DEFINITIONS		6
Section 2.1	Definitions	6
ARTICLE III RENT		22
Section 3.1	Rent	22
Section 3.2	Net Lease	26
ARTICLE IV TERMINATION; ABATEMENT		26
Section 4.1	No Termination, Abatement, etc	26
ARTICLE V OWNERSHIP OF THE LEASED PROPERTY		27
Section 5.1	Ownership of the Leased Property	27
Section 5.2	Tenant’s Personalty	27
ARTICLE VI AFFIRMATIVE COVENANTS; PERMITTED USE		27
Section 6.1	Tenant Covenants	27
ARTICLE VII NEGATIVE COVENANTS		31
Section 7.1	Tenant’s Negative Covenants	31

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TABLE OF CONTENTS, continued

		Page
ARTICLE VIII ALTERATIONS; LEASING		31
Section 8.1	Alterations	31
Section 8.2	Subletting and Assignment.	33
ARTICLE IX MAINTENANCE AND REPAIR		36
Section 9.1	Maintenance and Repair.	36
Section 9.2	Immaterial Encroachments, Restrictions, etc	37
ARTICLE X CASUALTY AND CONDEMNATION		37
Section 10.1	Insurance	37
Section 10.2	Casualty; Application of Proceeds.	40
Section 10.3	Condemnation.	42
ARTICLE XI ACCOUNTS AND RESERVES		43
Section 11.1	Cash Management Procedures	43
ARTICLE XII EVENTS OF DEFAULT AND REMEDIES		43
Section 12.1	Events of Default	43
Section 12.2	Certain Remedies	44
Section 12.3	Damages	44
Section 12.4	Application of Funds	45
Section 12.5	Limitations In Respect of Certain Events of Default	45
ARTICLE XIII LANDLORD’S SELF HELP RIGHTS		46
Section 13.1	Landlord’s Right to Cure Tenant’s Default	46
ARTICLE XIV HOLD-OVER		47
Section 14.1	Holding Over	47
ARTICLE XV SUBORDINATION		47
Section 15.1	Subordination	47

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TABLE OF CONTENTS, continued

		Page
Section 15.2	Attornment	47
Section 15.3	Notice of Default to Landlord’s Lender	48
Section 15.4	Modifications to Secure Financing	48
Section 15.5	Delivery of Notices to Landlord’s Lender	48
Section 15.6	Right of Landlord’s Lender to Enforce Lease	48
Section 15.7	Exercise of Landlord’s Discretion	48
Section 15.8	Cure of Landlord Defaults	48
Section 15.9	Indemnification	49
ARTICLE XVI NO WAIVER		50
Section 16.1	No Waiver	50
ARTICLE XVII REMEDIES CUMULATIVE		50
Section 17.1	Remedies Cumulative	50
ARTICLE XVIII ACCEPTANCE OF SURRENDER		50
Section 18.1	Acceptance of Surrender	50
ARTICLE XIX NO MERGER OF TITLE		50
Section 19.1	No Merger of Title	50
ARTICLE XX CONVEYANCE BY LANDLORD		50
Section 20.1	Conveyance by Landlord	50
ARTICLE XXI QUIET ENJOYMENT		51
Section 21.1	Quiet Enjoyment	51
ARTICLE XXII NOTICES		51
Section 22.1	Notices	51
ARTICLE XXIII APPRAISERS		54
Section 23.1	Appraisers	54

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TABLE OF CONTENTS, continued

		Page
ARTICLE XXIV CONFIDENTIALITY		55
Section 24.1	Confidentiality	55
ARTICLE XXV ENVIRONMENTAL INDEMNITY		56
Section 25.1	Environmental Indemnity Provisions	56
ARTICLE XXVI MISCELLANEOUS		56
Section 26.1	Survival of Claims	56
Section 26.2	Severability	56
Section 26.3	Maximum Permissible Rate	56
Section 26.4	Headings	56
Section 26.5	Exculpation	56
Section 26.6	Exhibition of Leased Property	56
Section 26.7	Entire Agreement	57
Section 26.8	Governing Law	57
Section 26.9	No Waiver	57
Section 26.10	Successors and Assigns	57
Section 26.11	Modifications in Writing	57
Section 26.12	No Waiver	57
Section 26.13	Transfers	57
Section 26.14	Third Party Beneficiaries	59
Section 26.15	Waiver of Landlord’s Lien	59
Section 26.16	Litigation Costs	59
ARTICLE XXVII MEMORANDUM OF LEASE; ESTOPPELS		59
Section 27.1	Memorandum of Lease	59
Section 27.2	Estoppels.	59

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TABLE OF CONTENTS, continued

		Page
ARTICLE XXVIII TRUE LEASE		60
Section 28.1	True Lease	60
Section 28.2	Acknowledgment of Law	60

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LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A – Legal Description of the Land

EXHIBIT B – Allocated Individual Applicable Amounts and Release Amounts

EXHIBIT C – Subordination, Nondisturbance and Attornment Agreement

EXHIBIT D – Guaranty

EXHIBIT E – Concept Subleases

EXHIBIT F – Form of Removal Amendment

SCHEDULE 1 – Ground Leases

SCHEDULE 1.2 – Excess Property

SCHEDULE 1.3 – “Go Dark” Purchase Option Properties

SCHEDULE 1.4(a) – Construction Properties

SCHEDULE 1.4(b) – Purchase of Certain Incomplete Construction Properties

SCHEDULE 2A – Landlord’s Loan Documents

SCHEDULE 2B – Pre-Approved Transferees

SCHEDULE 2C – Certain Deemed Affiliates

SCHEDULE 2D – Classification of Certain Fixtures and Trade Fixtures

SCHEDULE 6.1(h) – Reporting Requirements

SCHEDULE 8.2(c) – Permitted RLP Subleases

SCHEDULE 8.2(h) – Certain Superior Leases

SCHEDULE 10.1 – Insurance Requirements

SCHEDULE 15.4 – Arbitration Procedures

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MASTER LEASE AGREEMENT (this “Lease”), dated as of the fourteenth (14th) day of June, 2007, between Private Restaurant Properties, LLC (“Landlord”), a Delaware limited liability company, having offices at 2202 N. West Shore Boulevard, 5th Floor, Suite No. 470A, Tampa, FL 33607 Attention: Chief Financial Officer, and Private Restaurant Master Lessee, LLC, a Delaware limited liability company (“Tenant”), having its principal offices at 2202 N. West Shore Boulevard, Suite No. 500, Tampa, FL 33607, Attention: Chief Financial Officer.

STATEMENT OF INTENT

This Lease constitutes a single, unitary, indivisible, non-severable lease of all the Leased Property. This Lease does not constitute separate leases contained in one document each governed by similar terms. The use of the expression “unitary lease” to describe this Lease is not merely for convenient reference. It is the conscious choice of a substantive appellation to express the intent of the parties in regard to an integral part of this transaction. To accomplish the creation of an indivisible lease, the parties intend that from an economic point of view the portions of the property locations leased pursuant to this Lease constitute one economic unit and that the Basic Rent and all other provisions of this Lease have been negotiated and agreed to based on a demise of all the portions of the property locations covered by this Lease as a single, composite, inseparable transaction. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), all provisions of this Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, renewal provisions, breach, default, enforcement and termination provisions and assignment and subletting, shall apply equally and uniformly to all the Leased Property as one unit and are not severable. Subject to the terms and conditions of Section 12.1 hereof, a default of any of the terms or conditions of this Lease occurring with respect to any portion of the Leased Property situated on a particular property location shall be a default under this Lease with respect to all the Leased Property. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), the provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of Landlord and Tenant to create a unitary lease shall be preserved and maintained. For the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with and covering one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Leased Property covered hereby. The Lease is intended to be a true lease and not a secured financing for Tenant.

RECITALS

WHEREAS, Landlord has agreed to let to Tenant, and Tenant has agreed to lease from Landlord, certain parcels of real property and improvements each for use for the purposes and related uses herein permitted, defined hereinbelow as the “Leased Property” (all capitalized terms used but not elsewhere defined herein shall have the meaning provided therefor in Article II hereof).

NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

ARTICLE I

LEASED PROPERTY; TERM

Section 1.1 Leased Property. Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s right, title and interest in and to all of the following (each, a “Leased Property” and collectively, the “Leased Property”):

(i) those certain tracts, pieces and parcels of land, as more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the “Land”);

(ii) all buildings, structures, and other improvements of every kind, including alleyways, sidewalks, utility pipes, conduits and lines, parking areas and roadways appurtenant to such buildings and structures presently or hereafter situated upon the Land (collectively, the “Leased Improvements”);

(iii) all easements, rights and appurtenances relating to the Land and the Leased Improvements; and

(iv) all Fixtures.

Section 1.2 Release of Outparcels. Notwithstanding anything herein to the contrary, Landlord shall have the right from time to time to terminate this Lease, with respect to any Outparcel located at the Leased Property as well as grant in connection therewith in respect of the Leased Property remaining subject to this Lease reasonable easements, restrictions, covenants, reservations and rights of way for, among other things, traffic circulation, ingress, egress, parking, access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, including subjecting and/or converting such individual Leased Parcel and Outparcel to a condominium form of ownership (provided the related Condominium Documents do not materially increase Tenant’s obligations hereunder or require Tenant or its Affiliates to modify the accounting treatment or classification of this Lease, as determined by Tenant’s or its Affiliates’ auditors ), all at no cost to Tenant and with no adjustment in Rent (other than a reduction in Taxes and Other Charges as a result of the termination of this Lease with respect to any such Outparcel); provided, in each such case, (x) such Outparcel shall be used for the purpose of erecting, maintaining and operating other structures and improvements not inconsistent with the use of the related Leased Property, and (y) such termination will not materially adversely affect either the value of the remaining portion of the related Leased Property (as distinguished from the value of the entire Leased Property) or the net operating income of the remaining portion of the Leased Property (taking into account, to the extent applicable, any potential loss of revenue resulting if the transfer and development of the Outparcel by Landlord were not to occur), as supported by the Officer’s Certificate of Landlord described below. As used herein, “Outparcel” shall mean those properties described as Outparcels and Leaseable Building Pads on Schedule 1.2 hereto. In connection with any termination permitted pursuant to this Section, Tenant agrees to execute and deliver any instrument reasonably necessary or appropriate to facilitate said action, including, if requested by Landlord, a cross easement agreement and a subordination of this lease to any Condominium Documents or other Property Documents created in connection with , subject to Tenant’s receipt of:

1. a plot plan identifying the location of the applicable Outparcel;

2. a metes and bounds description of such Outparcel;

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3. an amendment to the legal description attached as an exhibit to this Lease implementing the proposed release, including a metes and bounds description of the portion of the Land at the relevant Leased Property that will continue to be subject to this Lease after the proposed termination; and

4. copies of all Property Documents or Condominium Documents created in connection with the release of such Outparcel that will affect the remaining Leased Property.

Section 1.3 Uneconomic Property.

(a) Subject to the terms of this Section, if, at any time during the Term, in the good faith judgment of Tenant (as evidenced by an Officer’s Certificate on behalf of Tenant which describes the basis for such judgment), any Leased Property becomes or imminently will become uneconomic or Unsuitable for its Primary Intended Use, and will remain uneconomic or unsuitable for such use for the foreseeable future or Tenant otherwise desires that a Leased Property be terminated from this Lease (in each case, any such Leased Property, an “Uneconomic Property”), then, Tenant shall have the right (but, except to the extent provided in Section 1.3(d), not the obligation), so long as no Event of Default shall have occurred and be continuing, to request the termination of the Lease with respect to such Uneconomic Property in accordance with the terms of this Section. Tenant shall signify its election to exercise such option by giving notice (each, a “Tenant Termination Election Notice”) of the election to Landlord and Landlord’s Lender, accompanied by the Officer’s Certificate described in the immediately preceding sentence. Upon receipt of a Tenant Termination Election Notice, Landlord shall use reasonable, good faith efforts in cooperation with Tenant to market and sell such Uneconomic Property.

The Lease shall continue with respect to such Uneconomic Property until Landlord sells the same for net sales proceeds to Landlord in an amount not less than the Required Release Amount corresponding to such Uneconomic Property as of the date of sale.

If Landlord (x) sells such Uneconomic Property for not less than Release Price and (y) Tenant pays Landlord the amounts (if any) required pursuant to Sections 1.3 (b), (c) and (d) hereof simultaneously with any such sale of a Leased Property, then the Lease shall terminate with respect to such Uneconomic Property as of the closing of such sale and Tenant shall vacate such Uneconomic Property at or prior to such closing.

Notwithstanding anything to the contrary contained herein, Landlord shall in no event be required to sell an Uneconomic Property (and its efforts to sell shall be deemed reasonable and in good faith it if is unable to sell an Uneconomic Property) for an amount less than the greater of the Applicable Amount or the then applicable Required Release Amount unless Tenant, without obligation to do so and acting in its sole discretion, pays Landlord simultaneously with the closing of the sale of such Uneconomic Property the difference between the sales price and the Required Release Amount.

(b) Tenant hereby agrees to pay all expenses in connection with any actions taken pursuant to this Section, including all out-of-pocket expenses and costs incurred by Landlord, regardless whether a sale of an Uneconomic Property is ultimately effected, including fees and costs of: audits; travel; accounting services; environmental and engineering reports; credit reports; appraisals; property evaluations; preparation, negotiation, execution and delivery of documents; attorneys’ fees and expenses of Landlord; transfer, transfer gains, intangibles, deed and mortgage recording taxes; title insurance; survey; and document recordings and filings and any fees, costs or expenses incurred or payable by Landlord pursuant to or under Landlord’s Loan Documents in connection therewith.

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(c) Upon the termination of the Lease with respect to an Uneconomic Property or any Go Dark Leased Property or any Go Dark Purchase Option Property pursuant to clause (a) above, Tenant shall, in addition to any amounts payable pursuant to clause (b) above, pay Landlord an amount equal to the then present value (using a discount rate of 5%) of the excess, if any, of (A) the Base Rent payable in respect of such Uneconomic Property for the remainder of the Term (using, for this purpose the Base Rent Reduction Amount for such Leased Property) over (B) the then Fair Market Rental of such Uneconomic Property for the remainder of the Term.

(d) In addition to the foregoing, if a Leased Property shall not be open for business such that it would be characterized as a Go Dark Leased Property and the aggregate Applicable Amounts for all Leased Properties that then constitute Go Dark Leased Properties (excluding any Go Dark Purchase Option Property unless the holder of such right has waived its right of first offer, right of first refusal or other rights) exceeds the Go Dark Limit, then Tenant shall be obligated to request a termination of such Leased Property (or any other Leased Property that is a Go Dark Leased Property) in accordance with and subject to the conditions and provisions of Section 1.3(a), such that the Go Dark Limit shall no longer be exceeded. Further, if a Leased Property is a Go Dark Purchase Option Property and if the restaurant on such Leased Property shall not be open for business such that it would trigger (assuming the passage of time or the giving of notice, or both) a purchase right, option, termination right or recapture right at such Leased Property, then Tenant shall be obligated to request a termination of such Leased Property in accordance with and subject to the conditions of the provisions of this Section 1.3, unless the holder of such right has waived its right of first offer, right of first refusal or other rights.

(e) The provisions of this Section 1.3 shall be null, void and of no further force or effect and Tenant shall have no further termination rights pursuant to this Section 1.3 upon a foreclosure or delivery of a deed in lieu of foreclosure pursuant to the Landlord’s Loan Documents unless the event giving rise to such right of Landlord’s Lender to foreclose was not the result of an Event of Default.

(f) The provisions of this Section 1.3 shall not apply to any termination of this Lease with respect to any Leased Property pursuant to Section 1.4 hereof, Article X hereof or any other provision of this Lease.

Section 1.4 Construction Properties.

(a) Tenant to Complete. Tenant shall use commercially reasonable efforts to cause each Construction Property to achieve Completion on or before the Construction Property Completion Date, in accordance with the Construction Plans and Specifications applicable to such Construction Property (other than the 1025 Winter Haven Property and 7004 Tampa Property as to which Construction Documents are not applicable). All work required to achieve Completion shall be performed by Tenant subject to and in accordance with the terms hereof, including Article VIII and the other terms and conditions governing Alterations.

(b) Failure to Complete by Construction Property Completion Date. If a Construction Property has not reached Completion by the Construction Property Completion Date, then Tenant shall, on or before the Construction Property Purchase Date, purchase the Construction Property from Landlord, and Landlord shall sell such Construction Property to Tenant, in accordance with the procedures set forth on Schedule 1.4(b). If a Construction Property has achieved Completion prior to the Construction Property Completion Date, all rights and obligations of Landlord or Tenant under this Section 1.4(b) with respect to such Construction Property shall be void and of no further force and effect.

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Section 1.5 Term. The term of this Lease (the “Term”) shall commence on the Commencement Date and shall expire at 11:59 p.m. (California time) on June 13, 2022, unless otherwise terminated as provided herein.

Section 1.6 No Merger of Landlord’s Interest. If Landlord or any Affiliate of Landlord shall purchase any fee or other interest in a Leased Property that is superior to the interest of Landlord, such as the ground lessor’s interest in a Ground Leased Property, then the estate of Landlord and such superior interest shall not merge and, without limiting the foregoing, Tenant shall continue to be liable hereunder to pay any ground rent and perform any other obligations of the lessee under such Ground Lease. Further, in the event Landlord or any Affiliate of Landlord acquires a ground lessor’s interest in a Ground Leased Property and the term of the related Ground Lease shall have expired, then Landlord or such Affiliate shall have the right to enter into a new Ground Lease and receive from Tenant reimbursement (or payment) of ground rent in an amount equal to the same ground rent as was payable under the expired Ground Lease, increased by 5 percent, and increased again by 5 percent every fifth anniversary of the commencement of the new Ground Lease.

Section 1.7 Limitation of Term as a Result of Ground Lease Terms. With respect to any Ground Leased Property, the Ground Lease for which has an expiration date (taking into account any renewal options thereunder as of the date hereof or hereafter exercised) prior to the expiration of Term (taking into account any exercised renewal options hereunder), (i) this Lease shall expire with respect to such Ground Leased Property on the business day immediately preceding such Ground Lease expiration date (taking into account the terms of the following clause (ii)), and (ii) if a Ground Lease renewal option is not exercised as of the date hereof and Landlord has not (in its sole discretion) determined to exercise such renewal option, then Tenant may require Landlord to exercise such renewal term on the following terms and conditions: (1) no default on the part of Tenant hereunder or Event of Default shall have occurred and be continuing, (2) Tenant shall notify Landlord, on a date reasonably prior to the date on which such renewal option must be exercised, that Tenant wishes Landlord to exercise such renewal option, and (3) such notice shall constitute Tenant’s agreement to pay to Landlord (as and when the same become due and payable) all base and additional rent and other sums due and payable under the affected Ground Lease during such renewal term (including the portion thereof extending beyond the Term), provided that Landlord shall credit against amounts due under this clause (3), in respect of the portion of the Ground Lease renewal term, extending beyond the Term any rent and similar payments Landlord receives from any third party in consideration for the lease of the premises in respect of such portion of the Ground Lease renewal term.

Section 1.8 Removed Properties. In the event that any Leased Property or any portion thereof is released or terminated from this Lease pursuant to the terms hereof (each, a “Removed Property”) (including as the result of a Casualty, Condemnation or Event of Default), the date of release and termination (such date, the “Property Removal Date”) shall occur on the Rent Payment Date specified in the notice terminating the Removed Property from the Lease (except in connection with any such removal and termination in connection with a Condemnation or sale of all or any portion of a Leased Property as permitted hereunder in which case the release date shall be the purchase date or date of Condemnation) and all sums payable by Tenant hereunder, including the Rent with respect to such Leased Property to be released, shall be prorated through and including the Property Removal Date. This Lease shall terminate as to such Removed Property and such Removed Property shall be separated and removed herefrom on the applicable Property Removal Date. As of and effective upon the applicable Property Removal Date, this Lease shall be automatically deemed amended to: (i) delete and eliminate such Removed Property herefrom and all obligations of Tenant hereunder with respect thereto (except for any such obligations that expressly survive the termination of this Lease); (ii) exclude the applicable Removed Property from the definition of Leased Property; (iii) reduce the

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Base Rent by subtracting the Base Rent Reduction Amount applicable to such Removed Property from the Base Rent payable immediately prior to such removal and the amount of Additional Charges by the amounts thereof related and attributable to the Removed Property, and (iv) remove the information relevant to such Removed Property from each of the other schedules and exhibits hereto. With respect to any Removed Property, the terms of items (i) through (iv) above shall not limit the liability of Tenant for any obligations owed by Tenant to Landlord on account of such termination or release of the Removed Property for events occurring prior to the Property Removal Date. If requested by either party, Landlord and Tenant shall execute and enter into a confirmatory amendment to this Lease reflecting the elimination of any Removed Property herefrom in the form attached hereto as Exhibit F. The parties shall execute any such amendment promptly (and in any event within ten (10) Business Days) after the requesting party submits such amendment, properly filled out, to the other for execution.

ARTICLE II

DEFINITIONS

Section 2.1 Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as at the time applicable, (iii) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease, (iv) the words “herein,” hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision, (v) the term “including” and words of similar import shall be deemed to be followed by the phrase “without limitation,” (vi) the term “attorneys’ fees” and “attorneys’ fees and expenses” and words of similar import shall be deemed preceded with the word “reasonable,” and (vii) the phrase “Leased Property” shall be deemed to mean a specific Leased Property or all of the Leased Property, as the context may require, and shall be deemed to be followed by the phrase “or any portion thereof”.

1025 Winter Haven Property: The individual Leased Property located at 170 Cypress Gardens Drive, Winter Haven, Florida.

7004 Tampa Property: The individual Leased Property located at 3665 Henderson Boulevard, Tampa, Florida.

Abatement Property: means an individual Leased Property for which Rent has been temporarily abated in whole or in part hereunder as a result of a Casualty or Condemnation.

Acceptable Blanket Policy: As defined in Section 10.1(b)(i).

Additional Charges: As defined in Article III.

Affiliate: A Person or Persons directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under Common Control with the Person or Persons in question. For the purposes of this Lease, (i) Guarantor and its Controlled Affiliates (including Tenant) shall not be Affiliates of Landlord and PRP Holdings, LLC and its Controlled subsidiaries (including Landlord) shall not be Affiliates of Tenant and (ii) the Persons listed on Schedule 2C shall be deemed to be Affiliates of Guarantor.

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Alteration: As defined in Section 8.1.

Annual Budget: The variable operating expense budget for each Leased Property prepared by Tenant for the applicable Fiscal Year or other period setting forth, in reasonable detail, Tenant’s good faith estimates of the anticipated variable operating expenses for each Leased Property, including Variable Additional Charges, Scheduled Additional Charges, sales projections and planned capital expenditures.

Applicable Amount: The amount specified in the column titled “Applicable Amount” on Exhibit B hereto.¹

Approved Bank: A bank or other financial institution which has a minimum long-term unsecured debt rating of at least “AA” and a minimum short-term unsecured debt rating of at least “A-1+” by each of the Rating Agencies, or if any such bank or other financial institution is not rated by all the Rating Agencies, then a minimum long-term rating of at least “AA” and a minimum short-term unsecured debt rating of at least “A-1+”, or their respective equivalents, by two of the Rating Agencies, but in any event one of the two Rating Agencies shall be S&P, it being understood that the AA and A-1+ benchmark ratings and other benchmark ratings in this Lease are intended to be the ratings, or the equivalent of ratings, issued by S&P.

Asset-Specific Proprietary Information: As defined in Article XXIV.

Award: Any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any individual Leased Property.

Base Rent: As defined in Article III.

Base Rent Commencement Date: As defined in Article III.

Base Rent Reduction Amount: An amount equal to the product of (i) the Applicable Amount and (ii) the applicable Base Rent Reduction Percentage. The Base Rent Reduction Amount for each individual Leased Property using each Base Rent Reduction Percentage are shown on Exhibit B.

Base Rent Reduction Percentage: (a) 6.94% until the sum of the Applicable Amounts for all Removed Properties (including the Removed Property with respect to which the Base Rent Reduction Amount is being calculated) equals one-third (1/3) of the Original Combined Applicable Amount,² and then (b) 7.19% until the sum of the Applicable Amounts for all Removed Properties (including the Removed Property with respect to which the Base Rent Reduction Amount is being calculated) equals two-thirds (2/3) of the Original Combined Applicable Amount³ and, thereafter, (c)7.44%. For purposes of this definition, “Removed Properties” shall be deemed include any Abatement Property for so long as Rent has been abated hereunder with respect thereto, with the calculation pro-rated appropriately in the case of a partial abatement of Rent. Notwithstanding the foregoing to the contrary, in connection with a reduction of Base Rent resulting from a termination of the Lease as to a Leased Property for Casualty, Condemnation or the sale of a Construction Property pursuant to the terms hereof, the Base Rent Reduction Percentage shall equal 7.19%.

¹ Appraised FMV

² $329,218,333

³ $658,436,667

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Bonds: Appeal bonds, security bonds, payment and performance bonds or similar surety bonds issued by a surety reasonably acceptable to Landlord.

Business Day: Any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

Cash: Coin or currency of the United States of America or immediately available federal funds, including such funds delivered by wire transfer.

Cash Management Procedures: As defined in Article XI.

Casualty: As defined in Section 10.2.

Close Affiliate: With respect to any Person (the “First Person”), any other Person (each, a “Second Person”) which is an Affiliate of the First Person and in respect of which any of the following are true: (a) the Second Person owns, directly or indirectly, at least 75% of all of the legal, beneficial and/or equitable interest in such First Person, (b) the First Person owns, directly or indirectly, at least 75% of all of the legal, beneficial and/or equitable interest in such Second Person, or (c) a third Person owns, directly or indirectly, at least 75% of all of the legal, beneficial and/or equitable interest in both the First Person and the Second Person.

Commencement Date: The date of this Lease.

Completion: With respect to any Construction Property other than the 1025 Winter Haven Property and the 7004 Tampa Property, (i) substantial completion of all construction and/or renovation work at such Construction Property in accordance in all material respects with the Construction Plans and Specifications as evidenced by an Officer’s Certificate of Tenant and certification of a Qualified Architect; (ii) the issuance of a certificate of occupancy with respect to the applicable Construction Property; (iii) the issuance and delivery of a “date down” or equivalent endorsement to Landlord’s Title Policy and any title policy issued to Landlord’s Lender with respect to such Construction Property based on an updated title search against such Construction Property disclosing no liens, charges or encumbrances other than Permitted Encumbrances, (iv) the opening of such Construction Property for business to the general public as a Concept restaurant.

With respect to the 7004 Tampa Property, “Completion” shall mean receipt of either a release of such individual Leased Property from the Right of Way recorded in Book 1156, Page 395, as corrected in Book 1202, Page 21, or a release of a sufficient portion of such individual Leased Property from said Right of Way such that the Leased Improvements located on such individual Leased Property and the portion of such 7004 Tampa Property no longer subject to said Right of Way comply with applicable zoning requirements as if such Leased Improvements and such portion the 7004 Tampa Property comprised the entirety of such individual Leased Property (i.e. disregarding, for the purposes of determining such zoning compliance, the portion of such individual Leased Property that continues to be encumbered by said Right of Way) as evidenced by: (i) an Officer’s Certificate specifying that a release in compliance with the immediately preceding sentence of such Property from the Right of Way recorded in Book 1156, Page 395, as corrected in Book 1202, Page 21 has been obtained, (ii) delivery of a “date down” or equivalent endorsement to the Title Policy and any title policy issued to Landlord’s Lender based on an updated title search against such individual Leased Property amending such title policy or policies to reflect such release and (iii) delivery of an updated survey reflecting the removal or revised location of said Right of Way meeting the requirements of Landlord’s Loan Documents.

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With respect to the 1025 Winter Haven Property, “Completion” shall mean that the impervious surface coverage of such individual Leased Property is not in excess of the maximum allowed by the zoning ordinance of Winter Haven, Florida (as calculated and determined in accordance with the zoning ordinance of Winter Haven, Florida) or that the Borrower has received a final variance or waiver from compliance with such requirement from Winter Haven, Florida as evidenced by: (i) an Officer’s Certificate specifying that Completion for the 1025 Winter Haven Property has been achieved and (ii) delivery of a PZR Report, or a variance, waiver or evidence of compliance from the applicable zoning authority, or similar evidence, confirming that Completion for the 1025 Winter Haven Property has been achieved.

Concept: Each of Bonefish Grill, Carrabba’s Italian Grill, Cheeseburger in Paradise, Fleming’s Prime Steakhouse and Wine Bar, Lee Roy Selmon’s, Outback Steakhouse, Blue Coral Seafood and Spirits and Roy’s Restaurant, together with any future restaurant concept operated by Guarantor, any Concept Subsidiary or any Affiliate thereof.

Condemnation: As defined in Section 10.3.

Concept Sublease: Each of the following Subleases (copies of which are attached hereto as Exhibit E), together with any amendments thereto, replacements thereof, and any new Sublease entered into by a Concept Subsidiary and Tenant for all or any portion of the Leased Property as and to the extent permitted under the terms and conditions of this Lease: those certain Subleases dated as of the Commencement Date between Tenant and the following Concept Subsidiaries: Outback Steakhouse of Florida Inc., Carrabba’s Italian Grill, Inc., OS Realty, Inc., OS Developers LLC, Bonefish Grill, Inc., OS Pacific, Inc., OS Prime, Inc., OS Southern, Inc. and OS Tropical, Inc.

Concept Subsidiary: Each of Carrabba’s Italian Grill, Inc., Outback Steakhouse of Florida, Inc., OS Realty, Inc., OS Developers LLC, Bonefish Grill, Inc., OS Pacific, Inc., OS Prime, Inc., OS Southern, Inc., OS Tropical, Inc. and any other direct or indirect wholly owned subsidiary or Affiliate of Guarantor that operates any Leased Property or Concept restaurant located thereon directly or indirectly through Affiliates or joint ventures.

Condominium Documents: Condominium declarations; bylaws, covenants, conditions and restrictions relating to a condominium regime; and similar recorded agreements and instruments affecting any Leased Property and binding upon and/or benefiting Landlord or Tenant and other third parties as disclosed in the Title Policy or amendments thereto hereafter consented to by Tenant.

Construction Documents: With respect to each Construction Property other than the 1025 Winter Haven Property and the 7004 Tampa Property: (i) the Construction Plans and Specifications, (ii) the budget for the construction, in accordance with the foregoing plans and specifications, fit-out and opening of such Construction Property, through Completion, and (iii) a schedule and timeline for construction and fit-out, through Completion, of such Construction Property.

Construction Plans and Specifications: With respect to each Construction Property other than the 1025 Winter Haven Property and the 7004 Tampa Property, the construction plans and specifications for such Construction Property.

Construction Properties: Those individual Leased Properties set forth on Schedule 1.4(a). To the extent any such Construction Property is a so-called “dual site” Leased Property (i.e. a single parcel of real property on which a restaurant is already being operated or on which two Construction Properties are located) that has not been legally subdivided, then for the purposes of Tenant’s obligation to purchase such Construction Property pursuant to Section 1.4(b), such Construction

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Property shall include the entire parcel of real estate and both such restaurants, unless on and as of the Construction Property Purchase Date, such Construction Property has been legally subdivided and is able to be released from the lien of Landlord’s Loan Documents as an “Outparcel” pursuant thereto.

Construction Property Purchase Price: The purchase price for each Construction Property as set forth on Schedule 1.4(a).

Construction Property Completion Date: The first anniversary of the Commencement Date.

Construction Property Purchase Date: As defined in Schedule 1.4(b).

Continuing Directors: The directors of Holdco on the Commencement Date, as elected or appointed after giving effect to the Contemplated Transactions (as defined in Landlord’s Loan Documents), and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdco (or Guarantor after a Qualifying IPO of Guarantor) is recommended by a majority of the then Continuing Directors or such other director receives the vote of one or more of the Permitted Holders in his or her election by the stockholders of Holdco (or Guarantor after a Qualifying IPO of Guarantor).

Control: (i) The possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise and (ii) the ownership, direct or indirect, of no less than 51% of the voting securities of such Person.

Default: The occurrence of any event hereunder which, but for the giving of notice or passage of time, or both, would be an Event of Default hereunder.

Depositary: Landlord or, at Landlord’s election, Landlord’s Lender or a depositary selected by Landlord, it being agreed that different Persons may serve as Depositary at any one time and from time to time.

Disqualified Transferee: Any proposed transferee that, (i) has (within the past five (5) years) defaulted, or is now in default, beyond any applicable cure period, of its material obligations, under any written agreement with Landlord’s Lender, any affiliate of Landlord’s Lender, any financial institution or other person providing or arranging financing; (ii) has been convicted in a criminal proceeding for a felony or that is an organized crime figure or is reputed (as determined by Landlord and Landlord’s Lender in their sole discretion) to have substantial business or other affiliations with an organized crime figure; (iii) has at any time filed a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (iv) as to which an involuntary petition has at any time been filed under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law that was not dismissed prior to the entry of an order for relief; (v) has at any time filed an answer consenting to or acquiescing in any involuntary petition filed against it by any other person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (vi) has at any time consented to or acquiesced in or joined in an application for the appointment of a custodian, receiver, trustee or examiner for itself or any of its property; (vii) has at any time made an assignment for the benefit of creditors, or has at any time admitted its insolvency or inability to pay its debts as they become due; or (viii) has been found by a court of competent jurisdiction or other governmental authority in a comparable proceeding to have violated any federal or state securities laws or regulations promulgated thereunder.

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Eligible Collateral: U.S. Government Securities, Debt Securities, Cash and Cash Equivalents, Bonds, Title Endorsements and Letters of Credit, or any combination of the foregoing.

Environmental Laws: Any and all of the following as applicable to Tenant and/or the Leased Property: present and future federal, state and local laws (whether under common law, statute, ordinance, rule, regulation or otherwise), court or administrative orders or decrees, requirements of permits issued with respect thereto, and other requirements of governmental authorities relating to any Hazardous Substances or Hazardous Substances Activity (including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§9601, et seq.) as heretofore or hereafter amended from time to time).

Event of Default: As defined in Article XII.

Fair Market Rental: With respect to a particular Leased Property, the rental that a willing tenant not compelled to rent would pay a willing landlord not compelled to let for such Leased Property for the Primary Intended Use, excluding all capital improvements (as distinguished from necessary repairs and replacements) paid for by Tenant, determined in accordance with the appraisal procedures set forth in Article XXIII or in such other manner as shall be mutually acceptable to Landlord and Tenant.

First Rental Period Base Rent: Zero and no/100 dollars ($0.00).

Fiscal Year: Each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Lease or the portion of any such 12-month period falling within the term of the Lease in the event that such a 12-month period occurs partially before or after, or partially during, the term of the Lease.

Fiscal Quarter: Each three month period ending March 31, June 30, September 30 and December 31.

Fixed Charge Coverage Ratio: As of any date, the ratio of the TTM EBITDAR of the Leased Properties to the Base Rent for the same twelve month period. For the first twelve months of the Term, the Fixed Charge Coverage Ratio shall be calculated based on notional Base Rent in respect of the relevant period prior to the Commencement Date equal to Base Rent for the applicable Leased Property. From and after the termination of this Lease with respect to any Leased Property pursuant to Section 1.3, 1.4, 10.2, 10.3 or otherwise, the calculation of the Fixed Charge Coverage Ratio shall exclude TTM EBITDAR and Base Rent allocable to such Removed Property.

Fixtures: All general, non-specialized building mechanical, electrical and plumbing and HVAC systems and equipment, elevators and escalators (together with all related controls equipment, parts and supplies used to service, repair, maintain and equip the foregoing), sprinkler systems, fire suppression/fire alarm systems, security system, awnings, ceiling tile and grids, restroom and utility plumbing fixtures, carpeting, hard wood flooring, domestic water heaters, brick pizza oven, and general and emergency lighting, all of which, to the greatest extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but excluding all items included within Tenant’s Personalty. Without limiting the generality of the foregoing, with respect to any Concept restaurant, the term Fixtures shall specifically include the items set forth as “Fixtures” on Schedule 2D.

Founders: (i) Christopher T. Sullivan, Robert D. Basham and J. Timothy Gannon; (ii) the spouses, ancestors, siblings, descendants (including children or grandchildren by adoption) and the

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descendants of any of the siblings of the Persons referred to in clause (i); (iii) in the event of the incompetence or death of any of the Persons described in clauses (i) or (ii), such Person’s estate, executor, administrator or committee administering such estate; (iv) any trust created for the benefit of the Persons described in any of clauses (i) through (iii) or any trust for the benefit of any such trust; or (v) any Person Controlled by any of the Persons described in any of clauses (i) through (iv).

GAAP: Generally accepted accounting principles from time to time in effect and as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession, to the extent such principles are applicable to the facts and circumstances on the date of determination; provided, however, that if Tenant notifies Landlord that Tenant requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Commencement Date in GAAP or in the application thereof on the operation of such provision (or if Landlord notifies Tenant that Landlord requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Go Dark: With respect to any Leased Property, other than a Go Dark Purchase Option Property, if the restaurant on such Leased Property (or, in the event there are two restaurants on such Leased Property, either restaurant) is not open for business to the public for a period of ninety (90) consecutive days, unless such closure (i) is a result of a Condemnation of or casualty or other damage or injury to such Leased Property or (ii) is in connection with an Alteration permitted hereunder.

Go Dark Purchase Option Property: A Leased Property having an Operating Agreement which contains a purchase right, termination right, recapture right or option that would be triggered if the applicable restaurant at such Leased Property is not open for business to the public for a period designated in such Operating Agreement, including but not limited to the Leased Properties listed on Schedule 1.3(d) which are specifically designated as having such a purchase right or option.

Go Dark Limit: $197,531,000.

Governmental Authority: Any court, board, agency, commission, office or authority of any nature whatsoever of or for any governmental unit (federal, state, county, district, municipal, city or otherwise), whether now or hereafter in existence.

Ground Leases: The ground leases now or hereafter identified on Schedule 1.

Ground Leased Property: The Leased Property subject to the Ground Leases.

Guarantor: OSI Restaurant Partners, LLC, a Delaware limited liability company.

Guarantor Change of Control: The earliest to occur of:

(a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdco; provided that the occurrence of the foregoing event shall not be deemed a Guarantor Change of Control if,

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(i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdco or (B) the Permitted Holders own, directly or indirectly, of record and beneficially an amount of common stock of Holdco equal to an amount more than fifty percent (50%) of the amount of common stock of Holdco owned, directly or indirectly, by the Permitted Holders of record and beneficially as of the Commencement Date and such ownership by the Permitted Holders represents the largest single block of voting securities of Holdco held by any Person or related group for purposes of Section 13(d) of the Exchange Act, or

(ii) at any time after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than any one or more of the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under such Act), directly or indirectly, of more than thirty-five percent (35%) of the then outstanding voting stock of Holdco (or Guarantor in the case of a, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdco shall consist of a majority of the Continuing Directors; or

(b) at any time prior to a Qualifying IPO of Guarantor, Guarantor ceasing to be a directly or indirectly wholly owned subsidiary of Holdco.

Guarantor Facility: The credit facilities provided under the Credit Agreement dated as of the Commencement Date by and among Guarantor, as borrower, Holdco, Deutsche Bank AG, New York Branch, as Administrative Agent and the other lenders party thereto, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

Guaranty: The Guaranty of this Lease executed by Guarantor in favor of Landlord, a copy of which is attached hereto as Exhibit D.

Hazardous Substances: Any of the following: (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, any Environmental Laws as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, “infectious waste”, “toxic substance”, “toxic pollutant” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or “EP toxicity” and (ii) any petroleum, natural gas, natural gas liquid, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling fluids, produced waters, and other wastes associated with the exploration, development or reduction of crude oil, natural gas, or geothermal resources. Without limiting the foregoing, Hazardous Substances shall also include asbestos and asbestos-containing materials and polychlorinated biphenyls.

Holdco: OSI HoldCo, Inc., a Delaware corporation.

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Holdings: Kangaroo Holdings, Inc., a Delaware corporation.

Institutional Lender: Any one or more of the following: a bank, investment bank, trust company, broker-dealer, insurance company, separate account, pension fund, retirement plan, governmental agency, real estate investment trust, investment company, investment company adviser or pension fund adviser, or any Affiliate of any of the foregoing, in each case, whether acting for its own account or as a trustee, fiduciary or agent of others.

Insurance Premiums: As defined in Section 10.1(d).

Interest Rate: The rate of interest, as of any date, equal to one month LIBOR, as reasonably determined by Landlord, plus 175 basis points.

Insurance Requirements: All terms of any insurance policy required hereunder covering or applicable to the Leased Property, all requirements of the issuer of any such policy, and all orders, rules, regulations and other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting the Leased Property or any use of the Leased Property.

Inventory: As defined in and subject to the provisions of the Uniform Commercial Code as in effect in the State of New York.

Land: As defined in Article I with respect to the Leased Property.

Landlord: Private Restaurant Properties, LLC and its successors and assigns.

Landlord Liens: Liens on or against the Leased Property or this Lease or any payment of Rent (i) in favor of any taxing authority by reason of any tax excluded from the definition of “Taxes” hereunder owed by Landlord or (ii) securing Landlord’s Debt or (iii) any new, or any amendment to any existing, easements, rights of way, restrictions or other encumbrances described in clause (e) of the definition of Permitted Encumbrances hereafter granted or entered into by Landlord which are not consented to by Tenant, such consent not to be unreasonably withheld.

Landlord’s Debt: Collectively, (a) that certain mortgage loan in the original principal amount of $475,000,000 made by Landlord’s Lender to Landlord, (b) that certain first mezzanine loan in the original principal amount of $116,000,000 made by Landlord’s Lender to PRP Mezz 1, LLC, (c) that certain second mezzanine loan in the original principal amount of $100,000,000 made by Landlord’s Lender to PRP Mezz 2, LLC, (d) that certain third mezzanine loan in the original principal amount of $50,000,000 made by Landlord’s Lender to PRP Mezz 3, LLC and (e) that certain fourth mezzanine loan in the original principal amount of $49,000,000 made by Landlord’s Lender to PRP Mezz 4, LLC, as the same may be modified, increased, reinstated or refinanced from time to time.

Landlord’s Lender: Collectively, German American Capital Corporation, a Maryland corporation, and Bank of America, N.A., a national banking association, together with their respective successors and assigns and any other lender in respect of Landlord’s Debt.

Landlord’s Loan Documents: The instruments and agreements evidencing, establishing and securing Landlord’s Debt as of the date hereof as set forth on Schedule 2A. In any instance in this Lease in which Tenant (and any Person claiming by, through or under Tenant) is obligated to comply with or perform in accordance with or subject to Landlord’s Loan Documents, Tenant (and such Person) shall not be so obligated to the extent that any new or amendment to any existing Landlord’s

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Loan Documents impose any additional obligation, duty or liability on Tenant (or such Person) or diminish any right of Tenant (or such Person) provided for hereunder or would require Tenant or its Affiliates to modify the accounting treatment or classification of this Lease, as determined by Tenant’s or its Affiliates’ auditors.

Lease Security: As defined in Section 3.1(g).

Lease Year: Any Fiscal Year or portion thereof during the Term.

Leased Improvements: As defined in Article I.

Leased Property: As defined in Article I.

Legal Requirements: All federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Landlord, Tenant or the Leased Property, or the construction, use, alteration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Tenant, at any time in force affecting the Leased Property (other than any subleases, this Lease, and service contracts and other similar agreements now in effect or hereafter entered into in the ordinary course of Tenant’s or any Subtenant’s business), including any which may (i) require repairs, modifications or alterations in or to the Leased Property, or (ii) in any way limit the use and enjoyment thereof.

Letter of Credit: An irrevocable, unconditional, transferable, clean sight draft letter of credit, in favor of Landlord and entitling Landlord to draw thereon in New York, New York, based solely on a statement executed by an officer or authorized signatory of Landlord and issued by an Approved Bank. If at any time (a) the institution issuing any such Letter of Credit shall cease to be an Approved Bank or (b) the Letter of Credit is due to expire prior to the Tenant being entitled to the return thereof, Landlord shall have the right immediately to draw down the same in full and hold the proceeds thereof in accordance with the provisions of this Lease as Eligible Collateral, unless Tenant shall deliver a replacement Letter of Credit from an Approved Bank within (i) as to (a) above, twenty (20) days after Lender delivers written notice to Landlord that the institution issuing the Letter of Credit has ceased to be an Approved Bank or (ii) as to (b) above, at least twenty (20) days prior to the expiration date of said Letter of Credit.

LIBOR: The rate (expressed as a percentage per annum rounded upwards, if necessary, to the nearest one one-hundredth (1/100) of one percent (1%)) for deposits in U.S. Dollars in an amount equal to One Million Dollars ($1,000,000) for a one (1) month period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Interest Determination Date or, if such rate does not appear, as reasonably determined by Landlord.

Lien: Any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting the Leased Property or Tenant, or any interest therein, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, notice or other instrument and mechanics’, materialmen’s and other similar liens and encumbrances.

Limited Default Event: An Event of Default arising out of or resulting from breach of the following provisions of the Lease: Section 26.13.

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Litigation Costs: All costs reasonably incurred by Landlord, as applicable, in connection with the successful enforcement by Landlord against Tenant of any provision of this Lease, including attorneys’ fees and expenses, court costs and reasonable consultants’ fees and expenses.

Material Alteration: Any Alteration the cost of which is reasonably anticipated to exceed the Threshold Amount.

Material Sublease: Any Sublease (but not including any Concept Sublease or RLP Sublease) to a single Tenant covering the lesser of (a) 3,000 or more or (b) more than 50% of the square feet of rentable area of any individual Leased Property.

Material Sublease Approval Threshold: Material Subleases with respect to individual Leased Properties having, in the aggregate, designated Applicable Amounts equal to or greater than 5% of the Original Combined Applicable Amount.

Notice: As defined in Article XXII (regardless whether the same is capitalized herein).

Occurrence Date: As defined in Section 12.5

Officer’s Certificate: A certificate made by an individual authorized to act on behalf of Landlord or Tenant, as applicable.

Operating Agreements: Reciprocal easement and/or operating agreements; recorded covenants, conditions and restrictions; and similar recorded agreements affecting any Leased Property and binding upon and/or benefiting Landlord or Tenant and other third parties as disclosed in the Title Policy or hereafter consented to by Tenant.

Original Combined Applicable Amount: An amount equal to the sum of the Applicable Amounts for the Leased Property on and as of the Commencement Date.⁴

Other Charges: All governmental impositions other than Taxes, and any other governmental or quasi-governmental charges, including vault charges and license fees for the use of vaults, chutes and similar areas appurtenant to the use of a Leased Property, now or hereafter levied or assessed or imposed against any Leased Property or any part thereof (subject to the same exclusion set forth in the proviso in the definition of “Taxes”).

Outparcel: As defined in Section 1.2.

Overdue Rate: On any date, a rate equal to the Interest Rate plus 3%, but in no event greater than the maximum rate then permitted under applicable law.

Permitted Encumbrances : Collectively, (a) all Liens disclosed in the Title Policy, (b) Liens, if any, for Taxes or Other Charges not yet payable or delinquent or which are being diligently contested in good faith in accordance with this Lease, (c) Liens in respect of property or assets imposed by law incurred in the ordinary course of business or in the conduct of Alterations and Restorations, such as carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s and other similar Liens arising in the ordinary course of business or in the conduct of Alterations and Restorations for sums which are not more than thirty (30) days past due or that are being diligently contested in good faith in accordance with the terms hereof, (d) Liens for workers’ compensation, unemployment insurance and

⁴ [$987,655,000]

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similar programs, in each case arising in the ordinary course of business that are being diligently contested in good faith in accordance with the terms hereof, (e) Subleases permitted pursuant to this Lease, (f) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances (including any of such matters incurred or entered into by Tenant in the ordinary course of business) which in each case do not diminish in any material respect the value of the affected Leased Property or affect in any material respect the validity, enforceability or priority of this Lease or the Liens created by Landlord’s Loan Documents, (g) any judgment Lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within 30 days after the entry thereof or within 30 days after the expiration of any stay, as applicable; (h) such other Liens and title and survey exceptions that constitute “Permitted Encumbrances” under Landlord’s Loan Documents and (i) such other title and survey exceptions as Landlord has approved or may approve in writing. In addition, “Permitted Encumbrances” shall include any Landlord Liens, but not for purposes of determining Tenant’s obligations and, except where the terms of this Lease expressly require Tenant to comply with or perform the covenants and obligations of Landlord’s Loan Documents, Tenant shall not be deemed to have agreed to comply with or perform said covenants or obligations of Landlord’s Loan Documents, notwithstanding that Tenant is obligated to observe or perform the Permitted Encumbrances or Property Documents. Further, the term “Permitted Encumbrances” shall not include any new, or any amendment to any existing, easements, rights of way, restrictions or other encumbrances described in clause (f) of the foregoing definition unless Tenant shall have consented thereto.

Permitted Fund Manager: Any Person that on the date of determination is (i) a nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, and (ii) not subject to a bankruptcy proceeding.

Permitted Holders: Each of the Sponsors, the Founders and members of management of Holdco (or its direct parent) who are holders of equity interests of Holdco (or any of its direct or indirect parent companies) on the Closing Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Sponsors, Founders and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the voting stock of Holdco or any of its direct or indirect parent companies.

Permitted Transferee: Any entity that, together with its Close Affiliates (i) is experienced in owning and/or operating properties similar to the Leased Property, (ii) (a) has a net worth, as of a date no more than six (6) months prior to the date of the transfer of at least $1 Billion and (b) immediately prior to such transfer, controls real estate assets of at least $1 Billion, (iii) owns or has under management or acts as the exclusive fund manager or investment advisor, at the time of the transfer, not fewer than 500 restaurant properties (excluding the Leased Property) containing not fewer than 3,000,000 rentable square feet in the aggregate and (iv) is not a Disqualified Transferee.

Person: Any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability company or partnership, joint venture, association, joint stock company, bank, trust, estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision thereof), endowment fund or any other form of entity.

Personal Property: All tangible and/or intangible personal property of any kind or nature, Inventory, equipment, furniture, furnishings, objects of art, machinery, goods, tools, supplies, appliances, general intangibles, investment property, contract rights, accounts, accounts receivable,

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intellectual property, franchises and licenses, certificates and permits obtained by Tenant, Guarantor and its Affiliates or any Subtenant for its own business, in each case, of any kind or character whatsoever (as defined in and subject to the provisions of the Uniform Commercial Code as in effect in the State of New York) which are located within or about the Leased Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

Policies: As defined in Section 10.1.

Portfolio Four-Wall EBITDAR: For any period, earnings from restaurant and related operations at the Leased Property (after deducting compensation payable directly or indirectly to restaurant employees in the nature of regular salaries, wages and bonuses but prior to any deductions, without duplication, for payment of management services fees to any management partnerships owned by employees or other partners which are based upon earnings or cash flow, elimination of minority partner interests or distributions payable to partners and joint venturers) plus, to the extent deducted in determining such earnings:

i. interest expense,

ii. income taxes,

iii. depreciation and amortization,

iv. any rental expense on real property,

v. regional office allocation and corporate-level overhead expense (including marketing, insurance, accounting and supervision expense allocable to the restaurant-level for internal accounting purposes),

vi. royalty charges from affiliates,

vii. pre-opening expenses and restructuring expenses,

viii. provisions for impairments, closings and disposals, and

ix. any non-cash charges (whether positive or negative including but not limited to gains/ losses on sales of assets, provisions for restatement of prior periods and non-cash compensation expense, including Partner Equity Program expense).

Pre-approved Transferee: Any of the entities set forth on Schedule 2B hereof, or any Close Affiliates thereof, provided any of the foregoing entities or their Close Affiliates shall only be a “Pre-approved Transferee” if (i) such entity continues to be Controlled by substantially the same Persons Controlling such entity as of the Commencement Date or if such Pre-approved Transferee is a publicly traded company, such Pre-approved Transferee continues to be publicly traded on an established securities market, (ii) there has been no material adverse change in the financial condition or results of operations of such entity since the Commencement Date and (iii) such entity and its Close Affiliates together own, have under management or act as the exclusive fund manager or investment advisor, at the time of the transfer, not fewer than 500 restaurant properties (excluding the Leased Property) containing not fewer than 3,000,000 rentable square feet in the aggregate.

Primary Intended Use: As defined in Section 6.1.

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Property Documents: Collectively, the Permitted Encumbrances, Ground Leases, Operating Agreements and Condominium Documents.

Property Removal Date: As defined in Section 1.8.

Proprietary Information: As defined in Article XXIV.

Qualified Architect: Any experienced architect, engineer or construction manager, which may be an employee of Tenant or one of its Affiliates, licensed or registered in the jurisdiction where the applicable Leased Property is located, if required by the laws of such jurisdiction, and has at least five (5) years of architectural experience.

Qualifying IPO: The issuance by Holdco, any direct or indirect parent of Holdco, any subsidiary of Holdings that, directly or indirectly, owns 100% of the issued and outstanding equity interests of Guarantor or Guarantor of its common equity interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

Rating Agencies: Any one or more of the following designated by Landlord: Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc. or any other nationally-recognized statistical rating agency selected by Landlord.

Release Amount: The designated Release Amount applicable to such Leased Property as set forth on Exhibit B attached hereto.⁵

Release Price: With respect to each Leased Property as of the time of determination, the product of the designated Release Amount applicable to such Leased Property and the applicable Release Price Percentage.

Release Price Percentage: As of the date of determination, the percentage applicable to the range of the aggregate Release Amounts of the Leased Property that would remain subject to the Lease immediately following such Release, as set forth in the following table:

Range of Aggregate Release Amount Remaining Following Release*	Release Price Percentage
From $888,889,500 to and including $755,566,0756	100	%
Less than $755,566,075 to and including $622,222,6507	110	%
Less than $622,222,650 to $0.00	115	%

* The Release Amount attributable to a Construction Property shall be included in the calculation of the aggregate Release Amount upon Completion.

Notwithstanding the foregoing to the contrary, in connection with the sale of a Construction Property pursuant to the terms hereof, the Release Price Percentage shall equal 100%.

⁵ 90% of Appraised FMV

⁶ First 15% of value

⁷ Second 15% of value

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Removed Property: As defined in Section 1.8.

Rent: Collectively, (i) the Base Rent and (ii) Additional Charges.

Rental Period. As defined in Article III.

Rent Payment Date. As defined in Article III.

Requesting Parties: As defined in Article XXIV.

Required Alteration: As defined in Section 8.1.

Reserve Limitation: As defined in Section 3.1(g).

Reserve Make-Whole Payment: In connection with the payment of any installment of Taxes, insurance premiums or other Additional Charges by Landlord out of Lease Security, an amount equal to the lesser of (i) the Reserve Shortfall Amount and (ii) the amount of the installment of Taxes, insurance or other Additional Charge that is to be paid.

Reserve Shortfall Amount: As defined in Section 3.1(g).

Reserve Makeup Amount: As of the date of determination, an amount equal to the lesser of (x) the Reserve Shortfall Amount and (y) the excess of the Reserve Limitation over the Lease Security then being held by Landlord.

Restoration: As defined in Section 10.2.

Reuters Screen LIBOR01 Page: The display page currently so designated on the Reuters Monitor Money Rates (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates or prices).

RLP Subleases: The Subleases listed on Schedule 8.2(c) between a Concept Subsidiary, as sub-sublandlord and the limited partnerships party thereto as subtenants, for the Leased Property, together with any new Sublease entered into between a Concept Subsidiary, as sublandlord, and Guarantor or any Affiliate of Guarantor or any joint venturer with Guarantor or any Affiliate of Guarantor, as sub-subtenant, and any amendments or modifications thereto or replacements thereof.

Scheduled Additional Charges: As defined in Article III.

Scheduled Lease Payments: As defined in Article III.

Securities Act: The Securities Act of 1933, as amended

Separate Lease: As defined in Section 26.16.

Sponsors: Bain Capital Partners, LLC and Catterton Partners, each of their respective Affiliates and any investment funds advised or managed by any of the foregoing, but not including, however, any portfolio companies of any of the foregoing.

State: The State or Commonwealth in which the particular Leased Property is located.

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Sublease. Any lease, sublease, license agreement or occupancy agreement entered into by Tenant or any person claiming by through or under Tenant affecting all or any portion of the Leased Property.

Subtenant: A subtenant, licensee, occupant or other party being granted a right to occupy or use all or any portion of the Leased Property pursuant to a Sublease.

Superior Interests: As defined in Article XV.

Superior Party: As defined in Article XV.

Taxes: All real estate and personal property taxes, assessments, fees, taxes on rents or rentals, water rates or sewer rents and other governmental charges now or hereafter levied or assessed or imposed against Landlord, Tenant or the Leased Property or rents therefrom or which may become Liens on Tenant’s Personalty, provided that Taxes shall not include any income, franchise, estate, inheritance or gift taxes, or any other tax imposed on or measured by the net income of Landlord, except to the extent that the same is in direct substitution for a tax that would otherwise be included within the definition of “Taxes” hereunder.

Tenant Security Period: Any period (a) commencing on the Rent Payment Date following the conclusion of any two (2) consecutive months for which the Fixed Charge Coverage Ratio is less than 80% of the Fixed Charge Coverage Ratio on the Commencement Date and (b) ending on the day immediately preceding the Rent Payment Date following the conclusion of any two (2) consecutive months for which the Fixed Charge Coverage Ratio exceeds 80% of the Fixed Charge Coverage Ratio on the Commencement Date.

Tenant’s Personalty: Collectively, (a) all of the Personal Property and Trade Fixtures of Tenant, Guarantor and its Affiliates, (b) any licenses or other intellectual property (i) of Tenant, Guarantor and its Affiliates or any Subtenant or (ii) relating to the Concepts or the business of Tenant, Guarantor and its Affiliates or any Subtenant, and (c) any Personal Property or Trade Fixtures of third-party Subtenants, in all cases now owned or hereafter acquired. Without limiting the generality of the foregoing, with respect to any Concept restaurant, Tenant’s Personalty includes all items labeled as “Excluded Personal Property” on Schedule 2D, but expressly excludes all items labeled as “Fixtures” on Schedule 2D.

Tenant’s Termination Election Notice: As defined in Article I.

Term: As defined in Article I.

Threshold Amount: With respect to each individual Leased Property, 33% of the Applicable Amount for such Leased Property (as specified on Exhibit B hereto).

Title Endorsement: An endorsement to the Title Policy and any corresponding title insurance policy insuring the lien of Landlord’s Loan Documents in form reasonably acceptable to Landlord and Landlord’s Lender insuring Landlord and Landlord’s Lender against any loss, cost or damage incurred by such Person as a result of the foreclosure of the lien or execution of judgment specified in such endorsement or the failure of such other assurance set forth therein.

Title Policy: The ALTA (or equivalent) title insurance policy acquired by Landlord or Landlord’s predecessor-in-interest most recently prior to the date hereof (i) naming Landlord or Landlord’s predecessor-in-interest as the insured and (ii) insuring Landlord’s or Landlord’s predecessor-in-interest’s ownership of the Leased Property subject to the exceptions and exclusions set forth therein.

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Trade Fixtures: Any furniture, furnishings, signs, machinery, equipment or improvements installed, placed or made on or to the Leased Property by Tenant or its Affiliates or any Subtenant, whether or not affixed to the Leased Property, and either (i) used for the specific purposes of the business being conducted by Tenant or any Subtenant thereon or (ii) that contains or displays the trade name or proprietary marks or intellectual property of any Concept or Subtenant, including electronic data-processing and other office equipment, refrigerators, refrigeration units, freezers, coolers, stoves, ovens, fryers, kitchen exhaust, dishwashers, bars, bar sinks and bar equipment, booths, serving stations, phone systems, computer systems, decorative lighting and chandeliers (as opposed to general, primary or emergency lighting) and trade signage, and any and all additions, substitutions and replacements of any of the foregoing; provided, however, that with respect to any Concept restaurant, the term Trade Fixtures expressly excludes any items set forth as “Fixtures” on Schedule 2D.

Transfer: To, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise.

TTM EBITDAR: As of any date, on a trailing twelve months basis, Portfolio Four-Wall EBITDAR at the Leased Property.

Unavoidable Delays: Delays due to strikes, lockouts, inability to procure materials, power failure, acts of God, governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty or other causes beyond the control of the party responsible for performing an obligation hereunder, provided that lack of funds shall not be deemed a cause beyond the control of either party hereto unless such lack of funds is caused by the failure of the other party hereto to perform any obligations of such party under this Lease.

Uneconomic Property. As defined in Article I.

Unsuitable for Its Primary Intended Use: A state or condition at a Leased Property such that by reason of damage or destruction, or a partial taking by condemnation, in the good faith judgment of Tenant, reasonably exercised, the Leased Property cannot by operated on a commercially practicable basis for its Primary Intended Use.

ARTICLE III

RENT

Section 3.1 Rent. Tenant will pay to Landlord, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, at Landlord’s address set forth above or at such other place or to such other person, firms or corporations as Landlord may designate in writing from time to time Base Rent (as defined below). In addition, Tenant will pay to Landlord or the Person otherwise entitled thereto all Additional Charges during the Term on or before the same are delinquent.

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(a) Base Rent:

For the period commencing on the Base Rent Commencement Date through June 13, 2012, an annual amount equal to $ 71,006,686, which amount shall increase by ten percent (10%) on June 14, 2012 and June 14, 2017, subject to reduction as hereinafter provided in connection with the termination of a Leased Property.

Base Rent for each Fiscal Year shall be payable in advance in twelve (12) equal installments, on the ninth (9th) day of each calendar month of the Term (the “Rent Payment Date”), provided that if such ninth (9th) day is not a Business Day, then the Rent Payment Date shall be the immediately preceding Business Day. Base Rent shall be paid for the period of the ninth (9th) of each month (or, if applicable, the Commencement Date) through the eighth (8th) of the next month (or, if applicable, the expiration of the Term) (each, a “Rental Period”), provided that the first and last payments of Base Rent shall be prorated as to any partial Rental Period, based on the number of days within the Term during such Rental Period and the number of days in such Rental Period. Tenant hereby agrees to make any reasonable changes with respect to the definitions of “Rent Payment Date” or “Rental Period,” including, without limitation, changing the Rent Payment Date and Rental Period, as may be requested in connection with any Landlord’s Debt. Notwithstanding the foregoing, Base Rent in respect of the period from and including the Commencement Date to but not including the Base Rent Commencement Date shall equal the First Rental Period Base Rent. The first Rent Payment Date shall be, and the first installment payment of Base Rent shall be payable on, July 9, 2007 (the “Base Rent Commencement Date”), which payment shall include (i) the First Rental Period Base Rent and (ii) Base Rent in respect of the Rental Period beginning July 9, 2007 and ending August 8, 2007.

Base Rent shall be reduced by the applicable Base Rent Reduction Amount applicable to any Leased Property with respect to which this Lease is terminated on the applicable Property Removal Date as provided in Section 1.8.

(b) Survival. The obligations of Tenant and Landlord contained in this Section 3.1 shall survive the expiration or earlier termination of this Lease.

(c) Scheduled Additional Charges. In addition to the Base Rent payable with respect to the Leased Property, Tenant shall pay and discharge as and when due and payable: Taxes and Other Charges as provided in 6.1(b), insurance premiums as required pursuant to Article X and all fixed charges due under the Property Documents in respect of the Leased Property (collectively, “Scheduled Additional Charges” and, together with Base Rent, “Scheduled Lease Payments”). As and to the extent required under Section 3.1(e), Tenant shall pay Scheduled Additional Charges to Landlord, on a monthly installment basis on each Rent Payment Date as follows:

(i) Taxes and Other Charges. Tenant shall pay all Taxes and Other Charges as set forth in Section 6.1(b) herein, in advance in equal monthly installments.

(ii) Insurance Premiums. During any period that an Acceptable Blanket Policy satisfying the requirements of Section 10.1(b) is not in full force and effect, Tenant shall pay on each Rent Payment Date one twelfth (1/12) of the annual amount of all premiums for the insurance coverage required to be maintained pursuant to Article X hereof (without regard to the Acceptable Blanket Policy).

(iii) Fixed Charges Under Property Documents. Tenant shall pay all fixed charges and other fixed or scheduled amounts due under the Property Documents. For such amounts as are payable on a monthly basis, Tenant shall pay on each Rent Payment

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Date the amount next coming due. For such amounts as are payable on some other basis, Tenant shall pay on each Rent Payment Date, the portion of the amount next coming due.

(d) Variable Additional Charges. In addition to the Scheduled Lease Payments payable with respect to the Leased Property, Tenant shall pay and discharge as and when due and payable the following (collectively, “Variable Additional Charges” and, together with Scheduled Additional Charges, “Additional Charges”):

(i) Utility Charges. Tenant shall pay all charges for electricity, power, gas, oil, water, sanitary and storm sewer, refuse collection, security, common area or association charges, dues or assessments, variable charges under the Operating Agreements and other utilities used or consumed in connection with the applicable Leased Property during the Term.

(ii) Other Amounts. Tenant shall pay, as Additional Charges, all other amounts, liabilities and obligations that Tenant assumes or agrees to pay under this Lease, including all of its indemnification obligations set forth herein.

(iii) Late Payment of Base Rent. If any Base Rent shall not be paid on its due date, Tenant will pay to Landlord on demand, as Variable Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate (or at the maximum rate permitted by law, whichever is the lesser) on the amount of such Scheduled Lease Payment, from the due date of such Scheduled Lease Payment to the date of payment thereof.

(iv) Late Payment of Additional Charges. If any payment of Additional Charges (but with respect to Variable Additional Charges, only those Variable Additional Charges which are payable directly to Landlord, if any) shall not be paid within five (5) Business Days after such payments are due and payable, Tenant will pay to Landlord on demand, as Variable Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate (or at the maximum rate permitted by law, whichever is the lesser) on the amount of such payment, from the due date of such payment to the date of payment thereof.

(e) Additional Charge; Escrow of Scheduled Lease Payments. To the extent that Tenant timely pays any Additional Charges to Landlord pursuant to any requirement of this Lease, Tenant shall be relieved of its obligation to pay such Additional Charges to the entity to which they would otherwise be due. If and to the extent required by Landlord’s Loan Documents, Tenant shall deposit each Scheduled Lease Payment (to the extent required to be paid to Landlord hereunder) into an escrow account (the “Escrow Account”) designated by Landlord (which designation shall be irrevocable without the consent of Landlord’s Lender) under the sole dominion and control of Landlord (or Landlord’s Lender), on the Rental Payment Date on which such Scheduled Lease Payment is due hereunder. Landlord shall apply the amounts so deposited to the payment of Scheduled Lease Payments, and, upon an Event of Default under the Lease, to such other amounts due and owing to Landlord from Tenant as Landlord shall elect. In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost that may be added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Rent.

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Landlord shall have the right to have the Escrow Account held with a Depositary. Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing and pursuant to the terms of Section 10.1(b), Tenant shall not be required to pay any amounts to Landlord in respect of insurance premiums for insurance required to be maintained hereunder that is maintained under blanket policies and, with respect to any other policies required to be maintained hereunder, so long as Landlord’s Lender does not require Tenant to pay such amounts to Landlord.

(f) Escrow of Rent During Tenant Security Period or Event of Default. In consideration of Landlord’s waiver of a customary security deposit upon the commencement of the Lease, during the continuance of a Tenant Security Period or an Event of Default, without limitation of Landlord’s other remedies hereunder or the provisions of clause (e) above requiring Scheduled Lease Payments to be deposited into the Escrow Account, Tenant shall deposit into the Escrow Account on each Rent Payment Date in addition to the applicable Scheduled Lease Payment in respect of such Rental Period to be deposited in the Escrow Account pursuant to Section 3.1(e), an amount equal to Landlord’s reasonable estimate of Variable Additional Charges in respect of the applicable Rental Period. Landlord shall either apply amounts so deposited to the payment of Variable Additional Charges or, to the extent Tenant pays any such Variable Additional Charges directly to the person entitled thereto (other than as a result of the Reserve Limitation described below) will promptly reimburse Tenant for its payment of such amounts, and, upon an Event of Default, Landlord may apply such amounts to such other amounts due and owing to Landlord from Tenant as Landlord shall elect. Notwithstanding the foregoing, Tenant may pay any Variable Additional Charges directly to the person entitled thereto and elect not to seek reimbursement from the Escrow in which event Tenant shall not thereafter have any obligation to deposit Variable Additional Charges in the Escrow unless and to the extent that on any Rent Payment Date the balance in the Escrow Account is less than Tenant would otherwise be required to deposit on such Rent Payment Date in respect of Variable Additional Charges. Upon the expiration of any such Tenant Security Period or cure of any such Event of Default, Landlord shall, or shall cause Landlord’s Lender to, return to Tenant promptly after Tenant’s request, any amounts deposited pursuant to this Section 3.1(f) not applied to the payment of Variable Additional Charges or otherwise as permitted pursuant to this Lease.

(g) Limit on Reserves, Deposits and Collateral Provided By Tenant. Notwithstanding anything herein to the contrary, the aggregate amount of Base Rent and Additional Charges deposited with Landlord pursuant to Section 3.1(e) or (f), whether in an Escrow Account or otherwise (excluding any installment of Base Rent paid on or in respect of (but no more than 5 Business Days prior to) any Rental Payment Date in respect of the Rental Period commencing on such Rental Payment Date), and Eligible Collateral provided to Landlord in connection with Required Alterations (collectively, “Lease Security”) shall not exceed at any one time an amount equal to two (2) monthly installments of Base Rent as then in effect (the “Reserve Limitation”) and Tenant shall not be required to deposit Additional Charges into an Escrow Account or otherwise with Landlord or post any Eligible Collateral for a Required Alteration that would result in the Landlord holding Lease Security in excess of the Reserve Limitation. Landlord shall promptly return to Tenant any Lease Security in excess of the Reserve Limitation. If and to the extent that, but for the Reserve Limitation, Tenant would be required to make payments to Landlord, pursuant to Section 3(e), or otherwise to deposit or post Lease Security in excess of the Reserve Limitation (the amount of such excess, from time to time, the “Reserve Shortfall Amount”), then: (i) at such time as the Lease Security falls below the Reserve Limitation as a result of the application thereof by Landlord to pay Taxes, insurance premiums or other Additional Charges as and to the extent permitted hereunder, then Tenant shall deposit with Landlord on the next Rent Payment Date that is not less than ten (10) Business Days after notice thereof from Landlord, in addition to the Rent otherwise due and payable to Landlord on such Rent Payment Date additional Lease Security in an amount equal to the Reserve Makeup Amount and (ii), Tenant shall, as an

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administrative convenience to and if requested by Landlord, make a Reserve Make-Whole Payment in respect of any installment of Taxes, insurance premiums and other Additional Charges that becomes due and payable, which payment shall be made on a date no sooner than ten (10) Business Days after notice from Landlord and not more than five (5) Business Days prior to the due date for the applicable installment of Taxes, insurance premiums or other Additional Charges and shall be applied by Landlord to the payment of the applicable installment of Taxes, insurance premiums or other Additional Charges prior to the application of any Lease Security to the payment thereof. For the sake of clarity, it is understood and agreed that no more than one installment of Scheduled Lease Payment shall be made on any Rent Payment Date and that such installment of Scheduled Lease Payments shall be applied to the Base Rent payable in respect of the Rental Period commencing on such Rent Payment Date and otherwise to the payment of Scheduled Additional Charges, as and when the same are due and payable, or as otherwise expressly permitted pursuant to the terms hereof.

Section 3.2 Net Lease. The Base Rent, as well as such Additional Charges as are due and payable to Landlord, shall be paid absolutely net to Landlord, so that this Lease shall throughout the Term yield to Landlord the full amount of the installments of Base Rent, as well as any payments of Additional Charges payable to Landlord, subject to any other provisions of this Lease which expressly provide for adjustment or abatement of Rent or other charges. It is the intention of the parties that the obligations of Tenant hereunder shall be separate and independent covenants and agreements and that the Base Rent, Additional Charges and all other sums payable by Tenant hereunder shall continue to be payable in all events, and that the obligations of Tenant hereunder shall continue unaffected, unless the obligations to pay or perform the same shall be terminated or abated pursuant to the express provisions of this Lease. This is a net Lease and Base Rent, Additional Charges and all other sums payable hereunder by Tenant shall be paid without notice or demand, and without any counterclaim, abatement, deduction, deferment, setoff, recoupment, suspension, diminution, reduction or defense except as otherwise expressly provided herein.

ARTICLE IV

TERMINATION; ABATEMENT

Section 4.1 No Termination, Abatement, etc. Except as otherwise specifically provided herein, Tenant, to the extent permitted by law, shall remain bound by this Lease in accordance with its terms and shall neither take any action without the consent of Landlord to modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to, or destruction of, any Leased Property from whatever cause or any taking of the Leased Property, (b) the interruption or discontinuance of any service or utility servicing the applicable Leased Property, (c) any claim which Tenant has or might have against Landlord or by reason of any default or breach of any warranty by Landlord under this Lease or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties, (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord, or (e) for any other cause whether similar or dissimilar to any of the foregoing other than a discharge of Tenant from any such obligations as a matter of law. Except as otherwise specifically provided herein, Tenant hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law to (i) modify, surrender or terminate this Lease or quit or surrender the Leased Property, or (ii) entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Tenant hereunder. The obligations of Landlord and Tenant hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable

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by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions this Lease. In any instance where, after the occurrence of an Event of Default, Landlord retains funds which, but for the occurrence of such Event of Default, would be payable to Tenant, Landlord shall refund such funds to Tenant to the extent the amount thereof exceeds all amounts then payable by Tenant under this Lease plus the amount necessary to compensate Landlord for any cost, loss or damage incurred by Landlord in connection with such Event of Default.

ARTICLE V

OWNERSHIP OF THE LEASED PROPERTY

Section 5.1 Ownership of the Leased Property. Tenant acknowledges that the Leased Property is the property of Landlord and that Tenant has only the right to the exclusive possession and use of the Leased Property upon the terms and conditions of this Lease, provided that, until the expiration or earlier termination of this Lease, all capital improvements and additions made by Tenant, at Tenant’s expense, to any Leased Property shall be the property of Tenant and, upon the expiration or earlier termination of this Lease, title to such improvements, additions and replacements shall vest in Landlord.

Section 5.2 Tenant’s Personalty. Tenant may (and shall as provided hereinbelow), at its expense, assemble or place on any parcels of the Land or in any of the Leased Improvements any items of Tenant’s Personalty, and Tenant may, subject to the conditions set forth below, remove the same upon the expiration or any prior termination of the Term. Tenant shall, or shall use commercially reasonable efforts to cause its Subtenants to (through the prudent exercise of its rights and remedies, as Sublandlord, under the Subleases), provide and maintain during the entire Lease Term all such Tenant’s Personalty as shall be necessary to operate each Leased Property in compliance with all applicable Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Primary Intended Use. All of Tenant’s Personalty not removed by Tenant within thirty (30) days following the expiration or earlier termination of this Lease with respect to such Leased Property where such Tenant’s Personalty is located shall be considered abandoned by Tenant and may be appropriated, sold, destroyed or otherwise disposed of by Landlord without first giving notice thereof to Tenant and without any payment to Tenant and without any obligation to account therefor.

ARTICLE VI

AFFIRMATIVE COVENANTS; PERMITTED USE

Section 6.1 Tenant Covenants. Tenant hereby covenants and agrees with Landlord that:

(a) Existence; Use of Leased Property; Legal Compliance; Insurance.

(i) Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises as necessary in the conduct of its business on the Leased Property and comply in all material respects with all Legal Requirements and all Property Documents applicable to it and the Leased Property in connection therewith. Subject to Landlord’s obligations under Articles X and XI, Tenant shall at all times maintain and preserve the Leased Property and shall keep the Leased Property in good working order and repair, reasonable wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals and replacements. Tenant will

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operate, maintain and repair the Leased Property in material compliance with all Legal Requirements and all Property Documents, and will not cause or allow the same to be misused or wasted or to deteriorate, reasonable wear and tear excepted.

(ii) Tenant may use the applicable Leased Property and the Leased Improvements thereof for (x) their current purpose as a full service restaurant (including any of the Concepts) and, provided the same are permitted pursuant to the terms of the applicable Property Documents, for such other uses as may be necessary or incidental to such use (such use, the “Primary Intended Use”), (y) such other current uses of the Leased Property as of the date hereof that are not prohibited by the applicable Property Documents or other provisions hereof and (z) in connection with any Sublease any individual Leased Property (or portion thereof), any other lawful use not prohibited by the applicable Property Documents so long as the remainder of such individual Leased Property is used for the Primary Intended Use. Tenant shall not use the applicable Leased Property or any portion thereof for any other use without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. No use shall be made or permitted to be made of a Leased Property, and no acts shall be done, that will cause the cancellation of any insurance policy covering such Leased Property, nor shall Tenant sell or otherwise provide, or permit to be kept, used or sold in or about such Leased Property any article which may be prohibited by applicable law or by Insurance Requirements. Tenant shall, at its sole cost, comply with all of the requirements pertaining to the Leased Property or other improvements of any insurance board, association, organization or company necessary for the maintenance of insurance, as herein provided, covering the Leased Property.

(b) Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens.

(i) Subject to the provisions of Section 6.1(b)(ii) and Sections 3.1(e) and (f), Tenant shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Leased Property prior to the date on which such sums become delinquent. Tenant will deliver to Landlord, upon request, receipts for payment or other evidence satisfactory to Landlord that the Taxes and Other Charges have been so paid (provided Tenant shall not be required to furnish such receipts for payment of Taxes in the event such Taxes have been (or were to have been) paid by Landlord, pursuant to Section 3.1 (e) or (f) or Landlord’s Loan Documents. Subject to the provisions of Section 6.1(b)(ii) and other than Permitted Encumbrances, Tenant shall not suffer and shall promptly cause to be paid and discharged any lien or charge whatsoever which may be or become a lien or charge against the Leased Property, and shall promptly pay for all utility services provided to the Leased Property. Subject to Section 6.1(b)(ii), Tenant shall pay, bond or otherwise discharge, from time to time when the same shall become due, all claims and demands of mechanics, materialmen, laborers and others that, if unpaid, might result in, or permit the creation of, a lien or encumbrance on any Leased Property, or on the rents arising therefrom.

(ii) After prior written notice to Landlord, Tenant, at its own expense, may contest by appropriate legal, administrative or other proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges or Lien therefor or any Legal Requirement or Insurance Requirement or the application of any instrument of record affecting the Leased Property (other than this Lease or Landlord’s Loan Documents) or any claims or judgments of mechanics, materialmen, suppliers, vendors or other Persons or any Lien therefor, and may withhold

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payment of the same pending such proceedings if permitted by law; provided that (A) no Event of Default has occurred and remains uncured, except for an Event of Default caused by the matter being contested, (B) such proceeding shall suspend any collection of the contested Taxes, Other Charges or Liens from the Leased Property, Tenant or Landlord, or adequate time shall at all times remain prior to such collection, (C) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Tenant is subject and shall not constitute a default thereunder, (D) neither any Leased Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (E) (x) with respect to any contested Taxes or Other Charges or Liens where the failure to pay the same, if the contest is determined adversely to Tenant, would result in a Lien senior to the Lien of Landlord’s Lender or the interest of Tenant hereunder (excluding, however, any “CAM” or common area maintenance or similar charges payable under Property Documents), then Tenant shall have furnished Landlord with Eligible Collateral as security (in an amount reasonably approved by Landlord and required by Landlord’s Loan Documents) to insure the payment of any such Taxes or Other Charges, in each case together with all reasonably anticipated interest and penalties thereon, and (y) with respect to other matters contested under this clause (ii), including “CAM” or common area maintenance and similar charges payable under Property Documents, Tenant shall have made adequate reserves on its financial statements for such contests; provided that, to the extent matters contested under this clause (y) exceed $15 million in the aggregate, the Tenant shall furnish Landlord with Eligible Collateral as security in the amount of such excess, (F) in the case of an Insurance Requirement, the failure of Tenant to comply therewith shall not impair the validity of any insurance required to be maintained by Tenant hereunder or the right to full payment of any claims thereunder, (G) in the case of any essential or significant service with respect to any Leased Property, any contest or failure to pay will not result in a discontinuance of any such service without replacement thereof, (H) in the case of any instrument of record affecting any Leased Property or any part thereof, the contest or failure to perform under any such instrument shall not result in the placing of any Lien on any Leased Property or any part thereof (except if such Lien would be removed upon completion of such proceedings and the compliance by the parties with the terms of the resulting order, decision or determination and the removal costs for such Lien have been escrowed with Landlord or in the proceeding or bonded or otherwise deposited or paid in connection with such proceedings), (I) Tenant shall promptly upon final determination thereof pay the amount of any such Taxes, Other Charges or Liens, together with all costs, interest and penalties which may be payable in connection therewith, (J) Tenant shall keep Landlord and Landlord’s Lender informed of the status of such contest at reasonable intervals, and (K) shall otherwise comply with any applicable requirements of Landlord’s Loan Documents to the extent the same do not impose any additional material condition on Tenant’s ability to conduct such contest to the conditions imposed under this Lease. Landlord may pay over any Eligible Collateral or part thereof held by or on behalf of Landlord to the claimant entitled thereto at any time when, in the judgment of Landlord, the entitlement of such claimant is finally established, and Landlord shall otherwise remit any remaining such amounts to Tenant. Landlord shall give Tenant written notice of any such payments promptly following the making thereof. Subject to the foregoing, at Tenant’s timely request, Landlord shall not pay and shall not cause to be paid from any tax or insurance escrow account that may be maintained in connection with Landlord’s Debt the contested Taxes or Other Charges being contested.

(c) Litigation. Tenant shall give prompt written notice to Landlord of any litigation or governmental proceeding pending or threatened in writing against Tenant or against or affecting any individual Leased Property of which it is aware and where the uninsured damages claimed or asserted are in excess of $500,000.

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(d) Inspection. Tenant shall permit agents, representatives and employees of Landlord and/or Landlord’s Lender (including any servicer or special servicer on behalf of Landlord’s Lender) to inspect the Leased Property on any Business Day at reasonable hours upon reasonable advance notice.

(e) Notice of Downgrade. Tenant shall give Landlord reasonably prompt notice of any downgrade in the corporate family and credit ratings from Moody’s Investor Service Inc. and Standard & Poor’s, respectively, of the Guarantor.

(f) Cooperate in Legal Proceedings. Tenant shall cooperate fully with Landlord (and with Landlord’s Lender) with respect to any proceedings before any court, board or other Governmental Authority brought by a third party or Governmental Authority against Tenant or the Leased Property which may in any way affect the rights of Landlord (or Landlord’s Lender, as the case may be) hereunder or in respect of the Leased Property and, in connection therewith, permit Landlord (and Landlord’s Lender, as applicable), at its election, to participate in any such proceedings.

(g) Insurance Benefits. Tenant shall cooperate with Landlord (and Landlord’s Lender) in obtaining for Landlord (and Landlord’s Lender, as applicable) the benefits of any insurance proceeds lawfully or equitably payable in connection with the Leased Property, and Landlord (and Landlord’s Lender, as applicable) shall be reimbursed for any out-of-pocket expenses reasonably incurred in connection therewith (including attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an appraisal on behalf of Landlord in case of a fire or other casualty affecting any Leased Property) out of such insurance proceeds.

(h) Financial Reporting and Other Information.

1. Generally. Tenant will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis books, records and accounts as necessary to calculate the Fixed Charge Coverage Ratio in accordance with the terms hereof and to comply with applicable reporting requirements under this Lease.

2. Reporting Requirements. So long as Landlord’s Debt is outstanding, Tenant shall comply with the information keeping and reporting requirements set forth on Schedule 6.1(h) hereto, subject in all instances to the confidentiality provisions of Article XXIV hereof.

3. Governmental Notices. Tenant shall furnish to Landlord, promptly after receipt, a copy of any notice received by or on behalf of Tenant from any Governmental Authority having jurisdiction over the Leased Property as to the commencement or proposed commencement of (i) any Condemnation proceedings with respect to any Leased Property or (ii) any other proceedings, which, if determined adversely to Tenant or the Leased Property, could reasonably be expected to result in uninsured losses, costs or damages to Tenant in excess of $500,000.

(i) Business and Operations. Tenant will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the conduct of its business at the Leased Property.

(j) Property Documents. Tenant shall observe and perform all of the obligations of Landlord under each Property Document; provided, however, that Landlord and not Tenant shall retain, observe and perform all administrative, enforcement and other rights and obligations, if any, of

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Landlord as the “Declarant” (as opposed to any such rights or obligations of Landlord in its capacity as the owner of a parcel of real estate subject to such Operating Agreement) under any Operating Agreement.

ARTICLE VII

NEGATIVE COVENANTS

Section 7.1 Tenant’s Negative Covenants. Tenant covenants and agrees with Landlord that it will not do, directly or indirectly, any of the following:

(a) Liens. Subject to Section 6.1(b)(ii), Tenant shall not, without the prior written consent of Landlord, create, incur, assume, permit or suffer to exist any Lien on any portion of the Leased Property (or any of them) or any other portion of the Leased Property or any expansions or alterations that remain Tenant’s property during the Term, except (i) Permitted Encumbrances, (ii) Liens created by or permitted pursuant to Landlord’s Loan Documents and (iii) Liens for Taxes or Other Charges not yet delinquent.

(b) Zoning and Uses. Tenant shall not (i) initiate or support any limiting change in the permitted uses of any Leased Property (or to the extent applicable, limiting zoning reclassification of any Leased Property), (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to any Leased Property or use or permit the use of any Leased Property in each case in a manner that would result in the existing use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) with any materially adverse effect on the value of the Leased Property or that would violate the terms of any Legal Requirements or any Property Document, (iii) modify, amend or supplement any of the terms of any Property Document in a manner adverse in any material respect to the interests of Landlord, (iv) other than Permitted Encumbrances, impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property, (v) execute or file any subdivision plat affecting any Leased Property, institute, or permit the institution of, proceedings to alter any tax lot comprising any Leased Property or (vi) other than Permitted Encumbrances, permit or suffer any Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement.

ARTICLE VIII

ALTERATIONS; LEASING

Section 8.1 Alterations. Tenant will, at Tenant’s expense, make any demolition, alteration, installation, improvement, expansion, reduction or decoration (each, an “Alteration”) of or to any Leased Property or any part thereof required to cause the Leased Property to comply with Legal Requirements, any Property Document or any provision of this Lease (each, a “Required Alteration”). Tenant shall comply with the provisions of clauses (a), (d), (e) and (f) of this Section 8.1 in connection with any Required Alteration. Tenant will not make any Alteration (other than Required Alterations), except in accordance with the following terms and conditions:

(a) The Alteration shall be undertaken in accordance with the applicable provisions of this Lease, Landlord’s Loan Documents, the Property Documents and all Legal Requirements.

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(b) No Event of Default shall have occurred and be continuing and no Default shall occur as a result of such action.

(c) The Alteration shall not materially adversely affect the (i) Primary Intended Use or (ii) fair market value of the Leased Property in question (it being understood and agreed that Alterations undertaken to conform, upgrade or comply with then applicable Concept system standards shall be in compliance with this clause (c)).

(d) A Material Alteration shall be conducted under the supervision of a Qualified Architect and shall not be undertaken until ten (10) Business Days after there shall have been delivered to Landlord, for information purposes only and not for approval by Landlord, detailed plans and specifications and cost estimates therefor, prepared and approved in writing by such Qualified Architect. Such plans and specifications may be revised at any time and from time to time, provided that material revisions of such plans and specifications shall be delivered to Landlord for information purposes only.

(e) All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall be not less than the standard of quality of the materials generally used at the applicable Leased Property as of the date hereof and all work shall be performed and all materials used in accordance with all applicable Legal Requirements and Insurance Requirements.

(f) The cost of any Material Alteration shall be promptly and fully paid for by Tenant. Unless otherwise consented to by Landlord, such consent not to be unreasonably withheld, conditioned or delayed, construction contracts for Material Alterations shall require at least 5% retainage until substantial completion and, thereafter, retainage of 105% of the cost to complete the work. During a Tenant Security Period, no Alteration the cost of which exceeds the Threshold Amount shall be performed by or on behalf of Tenant unless Tenant shall have delivered to Landlord Eligible Collateral as security in an amount not less than the amount by which the estimated cost (as set forth in the Qualified Architect’s written estimate referred to above) of such Alteration exceeds the Threshold Amount, provided that with respect to any Required Alteration, Tenant’s obligation to deliver Eligible Collateral shall be subject to the limitations set forth in Section 3.1(g). In addition to payment or reimbursement from time to time of Tenant’s expenses incurred in connection with any such Alteration, the amount of such security shall be reduced on any given date to the Qualified Architect’s written estimate of the cost to complete the Alteration (including any retainages being withheld by Tenant from its contractors), free and clear of Liens, other than Permitted Encumbrances. Eligible Collateral provided by Tenant pursuant to this Section 8.1(f) shall be held and paid by Landlord solely as provided in this Section 8.1(f) and Section 8.1(g) and shall serve as security for funding the costs of completion of the applicable Material Alteration and shall not otherwise be available to secure any other obligations of Tenant under this Lease.

(g) At any time after substantial completion of any Alteration in respect of which Eligible Collateral is deposited pursuant hereto, the whole balance of any Eligible Collateral so deposited by Tenant with Landlord and then remaining on deposit (together with earnings thereon) may be withdrawn by Tenant and shall be paid by Landlord to Tenant, and any other Eligible Collateral so deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Tenant, within ten (10) days after receipt by Landlord of an application for such withdrawal and/or release together with an officer’s certificate from Tenant, and signed also (as to the following clause (a)) by the Qualified Architect, setting forth in substance as follows:

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(i) that the Alteration in respect of which such Eligible Collateral was deposited has been substantially completed in all material respects substantially in accordance with any plans and specifications therefor previously filed with Landlord under Section 8.1 and that, if applicable, a certificate of occupancy has been issued with respect to such Alteration by the relevant governmental authority(ies) or, if not applicable, that a certificate of occupancy is not required; and

(ii) that to the knowledge of the certifying person all amounts which Tenant is or may become liable to pay in respect of such Alteration through the date of the certification have been paid in full or adequately provided for or are being contested in accordance with the terms of this Lease and that, except to the extent of such contests, lien waivers have been obtained from the general contractor and major subcontractors performing such Alterations (or such waivers are not customary and reasonably obtainable by prudent owners in the area where the Leased Property is located).

(h) Tenant shall obtain Landlord’s prior written approval for any Alteration (x) which would, after completion of the Alteration, have a material adverse effect on the value or utility of the Leased Property (it being understood and agreed that Alterations undertaken to conform, upgrade or comply with then applicable Concept system standards shall be deemed not to have a material adverse effect on the value or utility of the Leased Property), provided that Landlord shall approve such Alteration if Tenant covenants with Landlord to restore the applicable Leased Property at the expiration or earlier termination of this Lease to its state prior to such alteration and Landlord is reasonably assured of Tenant’s ability to do so (y) during a Tenant Security Period, which would affect the material structural elements or systems of the applicable Leased Property; provided that Landlord shall not unreasonably withhold, condition or delay its approval.

Section 8.2 Subletting and Assignment.

(a) Generally. Except as expressly provided herein, Tenant shall not, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or sublease all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or thereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily or by operation of law except as hereinafter provided.

(b) Certain Subleases and Assignments. Subject to the provisions of Section 8.2(c) and any other express conditions or limitations set forth herein, provided no Event of Default shall have occurred and be continuing,

(i) without the consent of Landlord, Tenant may (A) assign this Lease (in whole but not in part) to any of its Affiliates and (B) sublet all or any part of the Leased Property to any Affiliates (C) sublet all or any part of the Leased Property to any other Person if the consent of Landlord’s Lender is not required under Landlord’s Loan Documents; and

(ii) without the consent of Landlord, Tenant may sublet all or any part of any one or more Leased Properties to one or more Persons (A) in the normal course of the Primary Intended Use, (B) to concessionaires or other third party users or operators of portions of the Leased Property in furtherance of the Primary Intended Use, (C) for such uses as are not otherwise permitted hereunder under Subleases that are not Material Subleases, (D) for such uses as are not otherwise permitted hereunder under Subleases that are Material Subleases until

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such time as the Material Sublease Approval Threshold is reached, and (E) subject to the provisions and restrictions, limitations and requirements that are applicable to the leasing or subleasing of any Leased Property that are provided in Landlord’s Loan Documents, for such other uses as are not otherwise prohibited hereunder; and

(iii) without the consent of Landlord, this Lease may be assigned by operation of law in connection with a conversion of Tenant form one form of entity organization to another (e.g. from a corporation to a limited liability company) or in connection with any Transfer permitted under Section 26.13; and

(iv) without the consent of Landlord, this Lease may be assigned to any Pre-Approved Transferee; and

(v) with the consent of Landlord, not to be unreasonably withheld, conditioned or delayed, Tenant may sublet all or any part of any Leased Property to one or more Persons for such uses as are not otherwise prohibited hereunder.

Notwithstanding the foregoing (and except as provided in Section 8.2(c)), Tenant shall not sublet all or any portion of one or more Leased Properties if and to the extent such subletting would cause a default or breach under Landlord’s Loan Documents, in which case Landlord shall use reasonable and good faith efforts, at Tenant’s expense, to obtain any consents or approvals required under Landlord’s Loan Documents in connection with such subletting.

(c) Concept and Restaurant Limited Partnership Subleases.

(i) Consent and Approval of Certain Subleases. Without limiting the generality of the foregoing, Landlord acknowledges that the Concept Subleases and the RLP Subleases are expressly permitted hereunder provided that each is and remains fully subject and subordinate to this Lease.

(ii) Concept Subleases. Notwithstanding anything herein to the contrary, so long as Landlord’s Debt is outstanding, Tenant agrees that it shall not modify or amend or enter into any new Concept Sublease without the prior written consent of Landlord and Landlord’s Lender. Notwithstanding the preceding sentence to the contrary, Tenant may modify, amend, replace or enter into a new Concept Sublease without the consent of Landlord or Landlord’s Lender: (i) to reflect the termination of a Leased Property that has been terminated from this Lease, or (ii) otherwise so long as (A) all of the Leased Properties are subleased to a Concept Subsidiary pursuant to one of the Concept Subleases, (B) such amendment or modification to any existing Concept Sublease and such new or replacement Concept Sublease does not reduce or limit any obligation of the applicable Concept Subsidiary to comply with all of the terms and conditions of this Lease applicable to the Leased Property subleased by such Concept Subsidiary under the applicable Concept Sublease and (C) giving effect to the aggregate liability of the Concept Subsidiaries under their respective Concept Subleases (taking into account such amendment or modification or new or replacement Concept Sublease), the Concept Subsidiaries party to the Concept Subleases are liable for all of the obligations of Tenant hereunder pursuant to the Concept Subleases.

(iii) RLP Subleases. Notwithstanding anything herein to the contrary, so long as Landlord’s Debt is outstanding and the Concept Subleases shall remain in full force and effect. then so long as each RLP Sublease otherwise complies with the terms and provisions of Section 8.1(f), each Concept Subsidiary shall be entitled to assign, amend, modify, terminate, waive, or

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replace any RLP Sublease or otherwise sub-sublease the applicable portion of the Leased Property subleased to it pursuant to an RLP Sublease in its sole and absolute discretion without the consent of Landlord or Landlord’s Lender.

(d) Landlord’s Right to Collect from Assignees and Subtenants. If this Lease is assigned or the applicable Leased Property or any part thereof is sublet (or occupied by any entity other than Tenant and its employees), Landlord, (i) after an Event of Default occurs and so long as it is continuing, may collect the rents from such assignee, and (ii) after the termination, cancellation or surrender of this Lease, may collect the rents from such Subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed (A) a waiver of the provisions set forth in Section 8.2(a), (B) the acceptance by Landlord of such assignee, Subtenant or occupant, as the case may be, as a tenant or (C) release of Tenant from the future performance of its covenants, agreements or obligations contained in this Lease.

(e) No Release; Affirmance of Guaranty. No subletting or assignment shall in any way impair or release the continuing primary liability hereunder of the Tenant named herein, as well as of each subsequent Tenant, and no consent to any subletting or assignment in any particular instance shall be deemed a waiver of the prohibition set forth in this Section 8.2. Any subletting, assignment or other transfer of Tenant’s interest in this Lease in contravention of this Section 8.2 shall be void at Landlord’s option. In addition and notwithstanding anything herein to the contrary, no assignment of this Lease requiring the consent of Landlord or Landlord’s Lender shall be effective unless Guarantor shall have affirmed in writing that the Guaranty continues in full force and effect notwithstanding such assignment.

(f) Required Assignment and Subletting Provisions. Any assignment and/or Sublease must provide that:

(i) it shall be subject and subordinate to all of the terms and conditions of this Lease and Landlord’s Loan Documents,

(ii) the use of the applicable Leased Property shall not conflict with any Legal Requirement, Property Document, Insurance Requirement or any other provision of this Lease,

(iii) except as otherwise provided herein, no Subtenant or assignee shall be permitted to further sublet all or any part of the applicable Leased Property or assign this Lease or its sublease except insofar as the same would be permitted if it were a sublease by Tenant under this Lease,

(iv) in the event of cancellation or termination of this Lease for any reason whatsoever or of the surrender of this Lease (whether voluntary, involuntary or by operation of law) prior to the expiration date of such Sublease, including extensions and renewals granted thereunder, then, at Landlord’s option, the Subtenant shall make full and complete attornment to Landlord for the balance of the term of the Sublease, which attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord and which the Subtenant shall execute and deliver within five (5) days after request by Landlord and the Subtenant shall waive the provisions of any law now or hereafter in effect which may give the Subtenant any right of election to terminate the Sublease or to surrender possession in the event any proceeding is brought by Landlord to terminate this Lease, and

(v) in the event the Subtenant receives a written notice from Landlord stating that this Lease has been cancelled, surrendered or terminated, the Subtenant shall thereafter be

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obligated to pay all rentals accruing under said sublease directly to Landlord (or Landlord’s Lender if Landlord shall so direct); all rentals received from the Subtenant by Landlord shall be credited against the amounts owing by Tenant under this Lease.

(g) Reimbursement of Landlord’s Costs. Tenant shall pay to Landlord, within ten (10) business days after request therefor, all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord (including, to the extent Landlord is liable for the same, by Landlord’s Lender) in connection with any request made by Tenant to Landlord to assign this Lease or sublet the applicable Leased Property.

(h) Certain Leases Senior. Notwithstanding the foregoing, the parties acknowledge that Landlord is, as of the Commencement Date, the lessor with respect to those leases listed on Schedule 8.2(h) attached hereto (whether by operation of law or otherwise), such leases are, by operation of law, senior to this Lease and the premises demised under such leases are not part of the Leased Property.

ARTICLE IX

MAINTENANCE AND REPAIR

Section 9.1 Maintenance and Repair.

(a) Subject to Articles X and XI and any Unavoidable Delays, Tenant, at its expense, shall, or shall cause, the Leased Property, including all roadways, sidewalks and curbs appurtenant thereto that are part of the Leased Property (including portions to be maintained by non-governmental third parties under any Property Document), in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant’s use, any prior use, the elements or the age of such Leased Property, or any portion thereof) and shall promptly make all necessary and appropriate repairs and replacements thereto, of every kind and nature, whether interior or exterior, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen, arising by reason of a condition (concealed or otherwise) occurring subsequent or prior to the Commencement Date. All repairs shall, to the extent reasonably achievable, be made in good and workmanlike manner, in accordance with all applicable Legal Requirements. Tenant will not take or omit to take any action the taking or omission of which might materially impair the value or usefulness of the Leased Property or any part thereof for the Primary Intended Use in breach of the immediately preceding two sentences. To the extent any portion of the Leased Property or any roadways, sidewalks and curbs appurtenant thereto are to be maintained by non-governmental third parties under any Property Document, Tenant’s obligations hereunder shall be to use commercially reasonable efforts to enforce such third party obligations under the Property Documents, and Landlord agrees to cooperate, at Tenant’s sole cost and expense, with any such efforts.

(b) Except as otherwise expressly provided herein, Landlord shall not be required to build or rebuild any improvements on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Tenant hereby waives, to the extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect at the time of the execution of this Lease or thereafter enacted.

(c) Nothing contained herein and no action or inaction by Landlord shall be construed as (i) constituting the consent or request of Landlord, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of

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any materials or other property for the construction, alteration, addition, repair or demolition of or to the Leased Property, or (ii) giving Tenant any right, power or permission to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Landlord in respect thereof or to make any agreement that may create, or in any way be the basis for, any right, title, interest, lien, claim or other encumbrance upon the estate of Landlord in the Leased Property.

Tenant will, upon the expiration or prior termination of the Term with respect to any Leased Property, vacate and surrender the same to Landlord in the condition in which the same was originally received from Landlord, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for ordinary wear and tear (subject to the obligation of Tenant to maintain the Leased Property in good order and repair during the Term). In addition, if Tenant so elects, Tenant may remove Tenant’s Personalty from the Leased Property. All Tenant’s Personalty shall be and remain the property of Tenant, provided that any of Tenant’s Personalty not removed by Tenant within thirty (30) days after the expiration or termination of this Lease shall be considered abandoned by Tenant and may be appropriated, sold, destroyed or otherwise disposed of by Landlord, at Tenant’s expense, without obligation to account therefor or to reimburse or compensate Tenant for the value therefor. Tenant shall have the right during such 30-day period to enter upon the Leased Property and remove all or any part of Tenant’s Personalty and will pay all costs and expenses incurred in removing or disposing of Tenant’s Personalty. Tenant will repair, at its expense, all damage to the Leased Property caused by the removal of Tenant’s Personalty, whether effected by Tenant or Landlord. Landlord shall not be responsible for any loss or damage to Tenant’s Personalty except to the extent such loss or damage is caused by the gross negligence or willful misconduct of Landlord.

Section 9.2 Immaterial Encroachments, Restrictions, etc. If (A) any of the Leased Improvements shall, at any time, encroach upon any property, street or right-of-way adjacent to the Leased Property, or shall violate the agreements or conditions contained in any lawful restrictive covenant or other agreement affecting the Leased Property, or shall impair the rights of others under any easement or right-of-way to which the Leased Property is subject and (B) the same can be cured by Tenant without the expenditure of a material amount of money, then promptly upon the request of Landlord or at the behest of any person affected by any such encroachment, violation or impairment, Tenant shall, at its expense, subject to its right to contest the existence of any encroachment, violation or impairment and in such case, in the event of any adverse final determination, either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation or impairment or (ii) make such changes in the Leased Improvements, and take such other actions, as Tenant in good faith exercise of its judgment deems reasonably practicable, to remove such encroachment, and to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements, and in any event take all such actions as may be necessary in order to be able to permit the continued operation by Tenant of the Leased Improvements for the Primary Intended Use substantially in the manner and to the extent the Leased Improvements were operated prior to the assertion of such violation or encroachment.

ARTICLE X

CASUALTY AND CONDEMNATION

Section 10.1 Insurance. Tenant shall keep the applicable Leased Property, and all property located in or on the applicable Leased Property, including Tenant’s Personalty, insured at Tenant’s sole cost and expense with the kinds and amounts of insurance, and issued by such insurance companies, as set forth on Schedule 10.1 hereto. To the extent Schedule 10.1 conflicts with the other provisions of this Section 10.1, the terms and conditions of Schedule 10.1 shall control.

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(a) All policies of insurance (the “Policies”) required pursuant to Section 10.1 with respect to the Leased Property (except for property insurance with respect to Tenant’s Personalty) shall name Landlord and Landlord’s Lender (if any) and its successors and/or assigns, as their interest may appear, as additional insureds or loss payees (except that in the case of general liability insurance, Landlord and Landlord’s Lender shall be named as additional insureds and not a loss payee) and (i) shall contain, for the benefit of Landlord’s Lender, a Non-Contributory Standard Lender Clause and, except with respect to general liability insurance, a Lender’s Loss Payable Endorsement, or their equivalents, naming Landlord’s Lender as the person to which all payments made by such insurance company shall be paid; provided, however, the foregoing shall not apply to payments made in respect of Tenant’s Personalty in any respect or to business interruption insurance proceeds payable in respect of Tenant’s business to the extent such business interruption proceeds exceed Tenant’s Rent obligations in respect of a Leased Property during the Restoration of a Casualty at such Leased Property; (ii) shall include effective waivers by the insurer of all claims for insurance premiums against all loss payees, additional insureds and named insureds (other than Tenant) and all rights of subrogation against any loss payee, additional insured or named insured; (iii) if directed by Landlord, shall be assigned to Landlord’s Lender (except for property insurance with respect to Tenant’s Personalty); (iv) except as otherwise provided above, shall be subject to a deductible, if any, not greater in any material respect, in proportion to the coverage maintained, than the deductible for such coverage on the date hereof; (v) shall contain such other provisions as Landlord deems reasonably necessary or desirable to protect its interest (and that of Landlord’s Lender, to the extent so requested by Landlord on behalf of Landlord’s Lender), including endorsements providing that: none of Tenant, Landlord, Landlord’s Lender or any other party shall be a co-insurer under said Policies and that no modification that would result in non-compliance with the provisions of this Section 10.1, cancellation or termination of any of the Policies shall be effective until at least thirty (30) days after receipt by each named insured, additional insured and loss payee of written notice thereof; (vi) shall permit Landlord or Landlord’s Lender to pay the premiums and continue any insurance upon failure of Tenant to pay premiums when due, upon the insolvency of Tenant or through foreclosure or other transfer of title to the Leased Property (or any of them) (it being understood that Tenant’s rights to coverage under such policies may not be assignable without the consent of the insurer); and (vii) (A) shall provide that the insurance shall not be impaired or invalidated by virtue of any act, failure to act, negligence of, or violation of declarations, warranties or conditions contained in such policy by Tenant, Landlord, Landlord’s Lender or any other named insured, additional insured or loss payee, except for the willful misconduct of Landlord or Landlord’s Lender knowingly in violation of the conditions of such policy or (B) Landlord and Landlord’s Lender shall not be liable for any insurance premiums thereon or subject to any assessments thereunder. Within thirty (30) days after request by Landlord, Tenant shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Landlord, taking into consideration changes in liability laws, changes in prudent customs and practices, and the like, such increases in coverage to be consistent with coverage generally required by institutional lenders on loans of amounts similar to Landlord’s Debt and secured by properties comparable to, and in the general vicinity of, the Leased Property.

(b) Insurance Premiums; Certificates of Insurance.

(i) Except as provided in this clause (b)(i), Tenant shall pay the premiums (the “Insurance Premiums”) for the Policies in advance to Landlord, in monthly installments as provided in Section 3.1(e) hereof, subject at all times to the limitations set forth in Section 3.1(g). Notwithstanding the foregoing, during any period that Tenant (A) elects to provide any

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liability or property insurance required to be maintained pursuant to this Lease under a single liability or property insurance policy, as applicable, covering the Leased Property and at least 75% of the other United States restaurant locations owned or ground leased and operated by Guarantor and its wholly owned subsidiaries and which otherwise satisfies the requirements of the Policies to be provided hereunder (any such policy, an “Acceptable Blanket Policy”) and (B) provides to Landlord evidence satisfactory to it that the Acceptable Blanket Policy is in full force and effect and either (i) there has been no Guarantor Change of Control or (ii) the Insurance Premiums for the Acceptable Blanket Policy for the applicable policy period have been prepaid for the applicable policy period at least one month in advance, Tenant shall not be required to make the monthly installment payments for the Insurance Premiums to Landlord hereunder.

(ii) Tenant shall deliver to Landlord on or prior to the Commencement Date certificates setting forth in reasonable detail the material terms (including any applicable notice requirements) of all Policies from the respective insurance companies (or their authorized agents) that issued the Policies, including that such Policies may not be modified in a manner that would result in such Policies not complying with the provisions of this Section 10.1, canceled, terminated or not renewed without thirty (30) days’ prior notice to Landlord, or ten (10) days’ notice with respect to nonpayment of premium. Tenant shall deliver to Landlord, concurrently with each material change in any Policy, a certificate with respect to such changed Policy certified by the insurance company issuing that Policy, in substantially the same form and containing substantially the same information as the certificates required to be delivered by Tenant pursuant to the first sentence of this clause (d)(ii) and stating that all premiums then due thereon have been paid to the applicable insurers and that the same are in full force and effect (or if such certificate and report shall not be obtainable by Tenant, Tenant may deliver an Officer’s Certificate to such effect in lieu thereof).

(c) Renewal and Replacement of Policies.

(i) Not less than ten (10) Business Days prior to the expiration, termination or cancellation of any Policy, Tenant shall renew such policy or obtain a replacement policy or policies (or a binding commitment for such replacement policy or policies), which shall be effective no later than the date of the expiration, termination or cancellation of the previous policy, and shall deliver to Landlord (and, if requested by Landlord, to Landlord’s Lender) a certificate in respect of such policy or policies (A) containing the same information as the certificates required to be delivered by Tenant pursuant to clause (b)(ii) above, or a copy of the binding commitment for such policy or policies and (B) confirming that such policy complies with all requirements hereof.

(ii) If Tenant does not furnish the certificates as required under clause (c)(i), Landlord may procure, but shall not be obligated to procure, such replacement policy or policies and pay the Insurance Premiums therefor, and Tenant agrees to reimburse Landlord for the cost of such Insurance Premiums promptly on demand.

(iii) Concurrently with the delivery of each replacement policy or a binding commitment for the same pursuant to this clause (c), Tenant shall deliver to Landlord a report from a reputable and experienced insurance broker or from the insurer, setting forth the particulars as to all insurance obtained by Tenant pursuant to this Section 10.1 and then in effect and stating that all Insurance Premiums then due thereon have been paid in full to the applicable insurers and that such insurance policies are in full force and effect (or if such report

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shall not be available after Tenant shall have used its reasonable efforts to provide the same, Tenant will deliver to Landlord an Officer’s Certificate containing the information to be provided in such report) and Tenant shall deliver to Landlord an Officer’s Certificate stating that such insurance otherwise complies in all material respects with the requirements of this Section 10.1.

(d) Separate Insurance. Tenant will not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained pursuant to this Section 10.1 unless such insurance complies with clause (c) above.

(e) Additional Insured; Loss Payee. Tenant shall name any Person holding, servicing or administering Landlord’s Debt and reasonably designated by Landlord (including any trustee, servicer or special servicer) as a loss payee (other than with respect to Tenant’s Personalty) or additional insured with respect to any Policy under which Landlord’s Lender is to be so named hereunder.

Section 10.2 Casualty; Application of Proceeds.

(a) Right to Adjust.

(i) If any Leased Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Tenant shall give prompt written notice thereof to Landlord generally describing the nature and extent of such Casualty. Subject to Section 10.2(c), following the occurrence of a Casualty, Landlord, to the extent sufficient insurance proceeds and other amounts made available by Tenant pursuant to Section 10.2(b) are available for restoration, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the affected Leased Property (a “Restoration”) to the extent practicable to be of substantially the same character and quality as prior to the Casualty. If elected by Tenant, Tenant shall undertake such Restoration in which case Landlord shall make available all insurance proceeds in respect of such Casualty, subject to the requirements of Landlord’s Loan Documents. The party undertaking such Restoration hereunder shall restore all Leased Improvements such that when they are fully restored and/or repaired, such Leased Improvements and their contemplated use fully comply with all applicable material Legal Requirements. Notwithstanding anything herein to the contrary, if Landlord does not complete any such Restoration within eighteen (18) months after the date of the applicable Casualty, Tenant may thereafter terminate this Lease as to the affected Leased Property upon not less than thirty (30) days prior written notice, whereupon this Lease shall terminate on the date specified in Tenant’s notice unless such Restoration is completed prior to such date specified by Tenant for termination. The immediately preceding sentence shall not apply if Tenant elects to undertake such Restoration. Landlord shall not be obligated to restore or replace Tenant’s Personalty or any alterations or additions to the Leased Property made by Tenant, unless, with respect to such alterations or additions, the same were Required Alterations. Landlord may settle and adjust the insurance claim in respect of any Casualty; provided that such adjustment is carried out in a reasonable and timely manner and that Tenant shall be entitled, at its own expense, to participate in any such adjustment.

(b) Landlord’s Right to Proceeds. In the case of a Casualty, Tenant shall make available to Landlord all proceeds from insurance policies that are required to be maintained pursuant to Section 10.1 (but excluding proceeds in respect of Tenant’s business interruption insurance, except as necessary for the payment of Tenant’s Rent obligations, as provided below or Tenant’s Personalty) to apply to the cost of the Restoration, plus an amount equal to any applicable deductibles or other self-

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retained risks. If Tenant shall have defaulted upon its obligation to maintain insurance in the amounts and of the types required under this Lease, and such default results in insufficient Proceeds to restore or pay Rent owed to Landlord, then Tenant shall pay Landlord such insufficiency. Tenant shall also make available to Landlord, for payment of Tenant’s Rent obligations payable to Landlord during the Restoration, the proceeds of Tenant’s business interruption insurance payable in respect of the Casualty.

(c) Termination of Lease in Certain Circumstances.

(i) Notwithstanding the provisions clauses (a) and (b) above, Landlord shall not be required to restore, repair, replace or rebuild a Leased Property affected by a Casualty if:

(A) Landlord determines in good faith that the Restoration, if diligently prosecuted, could not reasonably be completed within eighteen (18) months, or

(B) the Casualty destroyed more than 50% (by value) of the Leased Improvements with respect to such Leased Property, or

(C) there are insufficient proceeds to complete the Restoration and Tenant has not made sufficient amounts available to complete the Restoration pursuant to Section 10.2(c)(ii); provided that the foregoing shall not limit Tenant’s liability for any default under its obligation to maintain insurance.

(ii) Landlord shall notify Tenant of its election not to restore within ninety (90) days after it is notified of the Casualty, in which case (subject to Tenant’s right in the immediately following sentence), the Lease shall terminate with respect the affected Leased Property on a Rent Payment Date specified in said notice not later than the thirtieth (30^th) day after such notice. Notwithstanding Landlord’s notice of its election not to restore, then, Tenant may elect but shall not be required to undertake and complete the Restoration, and in doing so, make use of the related proceeds (provided that no rent abatement for such Casualty shall exceed twelve (12) months), in which event the Lease shall not terminate with respect to the affected Leased Property. In all other events, the Lease will terminate with respect to the affected Leased Property as of the Rent Payment Date specified in Landlord’s notice.

(d) Abatement of Rent. To the extent and for the time that a Casualty renders a Leased Property unusable for the Primary Intended Use (i) the Base Rent shall be reduced by the Base Rent Reduction Amount calculated in respect of such Leased Property and (ii) the Additional Charges in respect of such Leased Property shall abate (other than, in the case of any ground leased property, the ground rent payable thereunder unless the same shall abate by the terms thereof); provided, however, in the case of a Casualty of a type required to be insured against, the Base Rent shall be reduced by the Base Rent Reduction Amount only to the extent that Landlord receives business interruption insurance proceeds for the applicable Rental Period in an amount equal to the Base Rent Reduction Amount (or applicable portion) in respect of such Leased Property and the Additional Charges in respect of such Leased Property.

(e) Surplus. Any surplus which may remain out of proceeds received pursuant to a Casualty (other than proceeds in respect of Tenant’s Personalty) shall be paid to Landlord after payment of such costs of Restoration.

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Section 10.3 Condemnation.

(a) Tenant shall promptly give Landlord written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Leased Property (a “Condemnation”) of which it receives written notice and shall deliver to Landlord copies of any and all papers served in connection with such Condemnation. This Lease shall terminate with respect to the affected Leased Property upon the Condemnation of all or substantially all of such Leased Property. A Condemnation of substantially all of a Leased Property shall be deemed to have occurred if (i) 50% or more of the improved portion of such Leased Property shall have been subject to a Condemnation or Tenant is unable to use the Leased Property for the Primary Intended Use for a period in excess of twelve (12) months, (ii) there shall have been a loss of access or egress, parking capacity or any other appurtenance necessary for the operation of such Leased Property substantially in the manner in which it had previously been operated and there is no reasonably equivalent replacement therefore or (iii) the net Condemnation proceeds available are insufficient to permit the Restoration of such Leased Property for economically viable operation in accordance with the Primary Intended Use.

(b) If a portion of the Property is the subject of a Condemnation and the Lease does not terminate with respect to the affected Leased Property pursuant to clause (a) above, then Landlord shall promptly proceed to restore, repair, replace or rebuild the same to the extent practicable to be of substantially the same character as prior to such Condemnation, provided that Landlord shall not be obligated to expend in such Restoration more than the net Condemnation Proceeds paid to Landlord in connection with such Condemnation. If elected by Tenant, Tenant shall undertake such restoration in which case Landlord shall make available all condemnation proceeds in respect of such Condemnation, subject to the requirements of Landlord’s Loan Documents. The party undertaking such restoration hereunder shall restore all Leased Improvements such that when they are fully restored and/or repaired, such Leased Improvements and their contemplated use fully comply with all applicable material Legal Requirements. Notwithstanding anything herein to the contrary, if Landlord does not complete any such Restoration within eighteen (18) months after the date of the applicable Condemnation, Tenant may thereafter terminate this Lease as to the affected Leased Property upon not less than thirty (30) days prior written notice, whereupon this Lease shall terminate on the date specified in Tenant’s notice unless such Restoration is completed prior to such date specified by Tenant for termination.

(c) To the extent and for the time that a Condemnation renders a Leased Property unusable for the Primary Intended Use, the Base Rent shall be reduced by the Base Rent Reduction Amount calculated in respect of such Leased Property and the Additional Charges in respect of such Leased Property shall abate.

(d) Landlord is hereby irrevocably appointed as Tenant’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any proceeds in respect of a Condemnation and to make any compromise or settlement in connection with such Condemnation, subject to the provisions of this Section, and such power shall include the power to substitute Landlord’s Lender in Landlord’s discretion. Tenant shall cause any proceeds that are payable to Tenant to be paid directly to Landlord; provided that the foregoing shall not preclude Tenant from seeking and retaining and Landlord shall not be entitled to collect, receive, retain, compromise or settle any claim for a separate award for (i) Tenant’s Personalty, (ii) moving expenses, (iii) business dislocation damages or (iv) such other claims that Tenant is entitled or permitted to pursue under applicable law in respect of such Condemnation.

(e) Any surplus which may remain out of proceeds or awards received pursuant to a Condemnation in respect of the Leased Property (and not Tenant’s Personalty or other permitted claims of Tenant) after payment of such costs of Restoration shall be paid over to and belong to Landlord.

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ARTICLE XI

ACCOUNTS AND RESERVES

Section 11.1 Cash Management Procedures. Tenant hereby agrees to cooperate with Landlord and to execute any and all instruments reasonably requested by Landlord (including, if necessary, the execution of an amendment to this Lease), in the establishment and maintenance of cash management procedures reasonably requested by any Landlord’s Lender in connection with Landlord’s Loan Documents (the “Cash Management Procedures”) with respect to payment of Basic Rent and other amounts payable by Tenant directly to Landlord as and when the same are due and payable hereunder; provided that (A) either (i) such do not increase the obligations of Tenant hereunder or adversely affect Tenant’s rights under this Lease or (ii) if such would increase the obligations of Tenant hereunder or adversely affect Tenant’s rights under this Lease, then Landlord shall compensate Tenant for the same or (B) such would not require Tenant or its Affiliates to modify the accounting treatment or classification of this Lease, as determined by Tenant’s or its Affiliates’ auditors.

ARTICLE XII

EVENTS OF DEFAULT AND REMEDIES

Section 12.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder:

(a) if Tenant shall fail to pay any Scheduled Lease Payment on the date the same is due and payable hereunder, or

(b) Subject to Tenant’s rights under Section 6.1(b), if Tenant shall fail to pay any item of Additional Charges when due and payable and such default shall continue for ten (10) Business Days after receipt of notice thereof from Landlord or the party to whom such payment is required to be made, or

(c) if Tenant shall fail to observe or perform any term, covenant or condition of this Lease not specifically provided for in this Section 12.1 and such failure is not cured within a period of thirty (30) days after receipt of notice from Landlord, unless such failure is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Tenant shall have commenced to cure such failure within such thirty (30) day period and thereafter diligently proceeds to cure the same, such cure period shall be extended for such time as is reasonably necessary for Tenant in the exercise of due diligence to cure such failure, such additional period not to exceed one hundred eighty (180) days, or

(d) if Tenant or Guarantor shall admit in writing its inability to pay its debts generally as they become due; file a petition in bankruptcy or a petition to take advantage of any insolvency act; make an assignment for the benefit of its creditors; consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; or file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or

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(e) any petition shall be filed by or against Tenant or Guarantor under Federal bankruptcy laws, or any other proceeding shall be instituted by or against Tenant or Guarantor or such subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or Guarantor, or for any substantial part of the property of Tenant or Guarantor, and such proceeding is not dismissed within ninety (90) days after institution thereof, or Tenant or Guarantor shall take any action to authorize or effect any of the actions set forth above in this paragraph (e), or

(f) if the estate or interest of Tenant in the Leased Property or any part thereof shall be levied upon or attached in any proceeding any the same shall not be vacated or discharged within the later of ninety (90) days after commencement thereof or thirty (30) days after receipt by Tenant of notice thereof from Landlord, (unless Tenant shall be contesting such lien or attachment in good faith in accordance with the terms of this Lease);

and in any such event, Landlord may terminate this Lease on a Rent Payment Date with respect to one or more, or all of the Leased Properties by giving notice of such termination and upon the expiration of the time fixed in such notice, if any, and the failure of the applicable Event of Default to be cured prior to the expiration of such period, the Term shall terminate with respect to the Leased Properties on the Rent Payment Date specified in such notice and all rights of Tenant under this Lease with respect to such Leased Properties shall cease. Landlord shall have all rights at law and in equity available to Landlord as a result of Tenant’s breach of this Lease.

Tenant shall, to the maximum extent permitted by law, pay as Additional Charges all Litigation Costs as a result of any Event of Default hereunder.

Section 12.2 Certain Remedies. During the continuance of an Event of Default, Landlord shall have the right to terminate this Lease, and otherwise exercise remedies, at any time and from time to time, with respect to one or more, or all, of the Leased Properties, and the termination of this Lease or other exercise of remedies with respect to one or more Leased Properties shall in no way constitute a waiver on the part of Landlord to terminate this Lease on account of such Event of Default, or otherwise exercise remedies, at any time and from time to time, in one or more other instances, with respect to the balance of the Leased Properties.

Section 12.3 Damages. Neither (a) the termination of this Lease pursuant to Section 12.1 with respect to any or all of the Leased Property, (b) the repossession of the applicable Leased Property or any portion thereof, (c) the failure of Landlord, notwithstanding reasonable good faith efforts to relet the applicable Leased Property or any portion thereof, (d) the reletting of all or any portion thereof, nor (e) the failure of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the applicable Leased Property to and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term in the absence of such termination, and whether or not the applicable Leased Property or any portion thereof shall have been re-let, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent and other charges which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the applicable Leased Property, after deducting all expenses in connection with such re-letting, including all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising costs, expenses of

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employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Base Rent would have been payable hereunder if this Lease had not been terminated. Upon Landlord’s repossession of any Leased Property, Landlord shall use reasonable efforts to mitigate its damages by re-letting such Leased Property and, without limitation of the foregoing, shall consider in good faith re-letting opportunities presented to Landlord by Tenant or third parties.

At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages and in lieu of all such current damages beyond the date of such termination, at Landlord’s election, Tenant shall pay to Landlord an amount equal to the net present value (using a discount rate of 5%) of the excess, if any, of the Rent (assuming, with respect to items of Rent that are not fixed or determinable, that the amounts payable by Tenant in respect of such items of Rent during the preceding Lease Year would remain constant throughout the Term) which would be payable hereunder from the date of such termination for what would be the then unexpired term of this Lease if the same remained in effect (with respect to the applicable Leased Property), over the Fair Market Rental (including, for the avoidance of doubt, items of additional rent that would be paid by a third party tenant which shall, to the extent not fixed or determinable, be based on the amounts payable by Tenant in respect of Variable Additional Charges during the preceding Lease Year, without increase) for the same period. In the event this Lease is so terminated prior the expiration of the first full year of the Term, the liquidated damages which Landlord may elect to recover pursuant to this Section shall be calculated as if such termination had occurred on the first anniversary of the Commencement Date. Nothing contained herein shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.

In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (a) relet the applicable Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may, at Landlord’s option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) make such alterations, repairs and decorations in the applicable Leased Property or any portion thereof as Landlord, in its sole judgment, considers advisable and necessary for the purpose of reletting the applicable Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid.

Section 12.4 Application of Funds. Any payments received by Landlord under any of the provisions of this Lease during the existence or continuance of any Event of Default (and such payment is made to Landlord rather than Tenant due to the existence of an Event of Default) shall be applied to Tenant’s obligations in the order which Landlord may determine or as may be prescribed by the laws of the State where the applicable Leased Property is located.

Section 12.5 Limitations In Respect of Certain Events of Default. Notwithstanding anything to the contrary herein contained, in lieu of or in addition to any of the foregoing remedies and damages, Landlord may exercise any remedies and collect any damages available to it at law or in equity; provided, however, with respect to a Limited Default Event, the aggregate amount Tenant shall be required to pay to Landlord from and after the date of the occurrence of such Limited Default Event (the “Occurrence Date”) shall be limited to the sum of (i) the present value as of the Occurrence Date,

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discounted at the annual rate of seven and seventy-nine one-hundredths percent (7.79%), of all Basic Rent reserved hereunder for the unexpired portion after the Occurrence Date of the Term devised herein as if this Lease had not expired or been terminated and (ii) any amounts of Additional Rent which are due and payable or have accrued under this Lease after the Occurrence Date while the Tenant remains in possession of the Leased Property after any Limited Default Event that relates to Taxes, Other Charges, and other Scheduled Additional Charges, Variable Additional Charges, repairs, maintenance, environmental maintenance, remediation and compliance and other routine and customary costs and expenses of operating and maintaining the Leased Property. Nothing contained in this Section 12.5 shall limit any amounts payable by Tenant with respect to Basic Rent if any Event of Default that is not a Limited Default Event has occurred.

ARTICLE XIII

LANDLORD’S SELF HELP RIGHTS

Section 13.1 Landlord’s Right to Cure Tenant’s Default. If an Event of Default shall have occurred and be continuing, Landlord, without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of Tenant, and may, to the extent permitted by law, enter upon the applicable Leased Property or any portion thereof for such purpose and take all such action thereon as, in Landlord’s opinion, may be necessary or appropriate therefor including, without limitation, to the fullest extent permitted by law, repossessing the Leased Property and ejecting any Person or property thereon. No such entry shall be deemed an eviction of Tenant. All reasonable sums so paid by Landlord and all costs and expenses (including attorneys’ fees and expenses, in each a case, to the extent permitted by law) so incurred, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Landlord, shall be paid by Tenant to Landlord on demand. The obligations of Tenant and rights of Landlord contained in this Article shall survive the expiration or earlier termination of this Lease.

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ARTICLE XIV

HOLD-OVER

Section 14.1 Holding Over. If Tenant shall for any reason remain in possession of the applicable Leased Property after the expiration of the Term or earlier termination of the Term, such possession shall be as a month-to-month tenant during which time Tenant shall pay as rental each month, one and one-half times the aggregate of (i) one-twelfth of the aggregate Base Rent payable with respect to the last Lease Year of the Term; (ii) all Additional Charges accruing during the month and (iii) all other sums, if any, payable by Tenant pursuant to the provisions of this Lease, in all cases with respect to the applicable Leased Property. During such period of month-to-month tenancy, Tenant shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by law to month-to-month tenancies to continue its occupancy and use of the applicable Leased Property. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Lease.

ARTICLE XV

SUBORDINATION

Section 15.1 Subordination. This Lease and all rights of Tenant hereunder are subject and subordinate to the Lien affecting the Leased Properties created pursuant to Lender’s Loan Documents, whether now or hereafter existing, or the interest of any landlord under a lease senior in title to this Lease, whether now or hereafter existing and to all Property Documents (all such Liens and interests, collectively, the “Superior Interests”), and to all renewals, modifications, consolidations, replacements and extensions of Superior Interests, provided that the holder of such Superior Interest shall have executed and delivered to Tenant a “subordination, nondisturbance and attornment agreement” agreement in favor of Tenant substantially on the same terms and conditions as are contained in the form attached hereto as Exhibit C or such other terms and conditions upon which the parties may agree. Subject to the immediately preceding sentence, this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant agrees to execute and deliver promptly an agreement in the form attached as Exhibit C hereto or any commercially reasonable form of instrument (in recordable form, if requested) that Landlord or the holder of any Superior Interest (each, a “Superior Party”) may request to evidence such subordination.

Section 15.2 Attornment. If the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Interest, then Tenant shall, at the option of such purchaser, assignee or any Superior Party, as the case may be, (x) attorn to such party and perform for its benefit all the terms, covenants and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if such party were the Landlord originally named in this Lease and this Lease shall continue as a direct lease between Tenant and such assignee or Superior Party, as the case may be, on all of the terms, covenants and conditions herein contained, or (y) enter into a new lease with such party, as Landlord, for the remaining Term and otherwise on the same terms and conditions of this Lease except that such successor Landlord shall not be (i) liable for any previous act, omission or negligence of Landlord under this Lease; (ii) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month’s rent in advance of its due date, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Party through or by reason of which such successor Landlord shall have succeeded to the rights of Landlord under this Lease; or (iii) liable for any security

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(if any) deposited pursuant to this Lease unless such security has actually been delivered to such successor Landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or Tenant.

Section 15.3 Notice of Default to Landlord’s Lender. In the event of any act or omission by Landlord which would give Tenant the right, either immediately or after the lapse of a period of time, to terminate this Lease, or to claim a partial or total eviction, Tenant will not exercise any such right (A) until it has given written notice of such act or omission to Landlord’s Lender, and (B) until a reasonable period of time (not less than thirty (30) days) for remedying such act or omission shall have elapsed following giving of such notice and following the time when Lender shall have become entitled under the Landlord’s Loan Documents to remedy the same, provided Lender, with reasonable diligence, shall (i) have pursued such remedies as are available to it under Landlord’s Loan Documents so as to be able to remedy the act or omission, and (ii) thereafter shall have commenced and continued to remedy such act or omission or cause the same to be remedied. This Section 15.3 shall not apply to any termination of this Lease after a Casualty or Condemnation.

Section 15.4 Modifications to Secure Financing. If any Superior Party or prospective Superior Party shall request modifications of this Lease as a condition to the provision, continuance or renewal of any such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto and shall consider and review all such requests in good faith, provided that (A) (i) either such modifications do not increase the obligations of Tenant hereunder or materially adversely affect Tenant’s rights under this Lease or (ii) if such modifications would increase the obligations of Tenant hereunder or materially adversely affect Tenant’s rights under this Lease, then Landlord shall compensate Tenant for the same (B) such modifications would not require Tenant or its Affiliates to modify the accounting treatment or classification of this Lease, as determined by Tenant’s or its Affiliates’ auditors. Disputes as between Landlord and Tenant regarding whether a proposed modification would increase the obligations of Tenant hereunder or adversely affect Tenant’s rights under this Lease, and the compensation that would be payable to Tenant as a result thereof shall be determined by arbitration in accordance with the terms of Schedule 15.4 hereto.

Section 15.5 Delivery of Notices to Landlord’s Lender. Subsequent to the receipt by Tenant of Notice from Landlord as to the identity and address of any Superior Party, no Notice from Tenant to Landlord shall be effective unless and until a duplicate original of such Notice shall be given to such Superior Party at the address set forth in the above described Notice. The curing of any of Landlord’s defaults by such Superior Party shall be treated as performance by Landlord.

Section 15.6 Right of Landlord’s Lender to Enforce Lease. To the extent permitted under the Landlord’s Loan Documents, Landlord’s Lender may exercise the rights of Landlord hereunder, including the right on the part of Landlord to obtain insurance in the circumstances set forth in Section 10.1(e)(ii) hereof.

Section 15.7 Exercise of Landlord’s Discretion. In any instance hereunder in which Landlord must be reasonable in making a request or granting or withholding an approval or consent, Tenant acknowledges and agrees that Landlord may take into account the reasonable objections of Landlord’s Lender.

Section 15.8 Cure of Landlord Defaults. No Landlord default under this Lease shall be deemed to exist as long as any Landlord’s Lender, in good faith, (i) shall have commenced promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity, or (ii) if possession of the Leased Property is required in order to cure the default in question, such

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Landlord’s Lender (x) shall have entered into possession of the Leased Property with the permission of Tenant for such purpose or (y) shall have notified Tenant of its intention to institute foreclosure proceedings to obtain possession of Landlord’s interest directly or through a receiver and thereafter prosecutes such proceedings with reasonable diligence and continuity.

Section 15.9 Indemnification. Notwithstanding the existence of any insurance required to be provided hereunder, and without regard to the policy limits of any such insurance, but subject to the other terms and conditions hereof, Tenant will protect, indemnify, save harmless and defend Landlord and Landlord’s Lender and their respective partners, shareholders, officers, directors and employees (each, an “Indemnitee”) from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including Litigation Costs), to the maximum extent permitted by law, imposed upon or incurred by or asserted against such Indemnitee by reason of: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Leased Property while Tenant is in possession of the applicable Leased Property, including any claims made by employees at the Leased Property, (b) any use, misuse, non-use, condition, maintenance or repair by Tenant or anyone claiming by, through or under Tenant, including agents, contractors, invitees or visitors, of the applicable Leased Property or Tenant’s Personalty, (c) any Taxes or Other Charges, (d) any failure on the part of Tenant or anyone claiming by, through or under Tenant to perform or comply with any of the terms of this Lease, (e) any failure by Tenant to perform its obligations under any Sublease and any claims made thereunder, (f) any contest of any Legal Requirement or Insurance Requirement, regardless whether the same is conducted in accordance with the terms hereof. Any amounts which become payable by Tenant under this Section shall be paid within ten (10) days after liability therefor on the part of Tenant is determined by litigation or otherwise, and if not timely paid, shall bear interest (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Indemnitee or may compromise or otherwise dispose of the same as Tenant sees fit. Nothing herein shall be construed as indemnifying an Indemnitee against its own grossly negligent acts or omissions, bad faith or willful misconduct. If at any time an Indemnitee shall have notice of a claim, such Indemnitee shall give reasonably prompt written notice of such claim to Tenant; provided that (i) such Indemnitee shall have no liability for a failure to give notice of any claim of which Tenant has otherwise been notified or has knowledge and (ii) the failure of such Indemnitee to give such a notice to Tenant shall not limit the rights of such Indemnitee or the obligations of Tenant with respect to such claim except to the extent that Tenant incurs actual expenses or suffers actual monetary loss as a result of such failure. Tenant shall have the right to control the defense or settlement of any Claim, provided that (A) if the compromise or settlement of any such claim shall not result in the complete release of such Indemnitee from the claim so compromised or settled, the compromise or settlement shall require the prior written approval of such Indemnitee and (B) no such compromise or settlement shall include any admission of wrongdoing on the part of such Indemnitee. An Indemnitee shall have the right to approve counsel engaged to defend such claim (such approval not to be unreasonably withheld, conditioned or delayed) and, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim. Tenant’s liability under this Article with respect to matters arising or accruing during the Term hereof shall survive any termination of this Lease.

The parties hereto agree that this Article XVI shall not apply to those matters specifically covered by the provisions of Article XXV hereof.

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ARTICLE XVI

NO WAIVER

Section 16.1 No Waiver. No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the extent permitted by law, no waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

ARTICLE XVII

REMEDIES CUMULATIVE

Section 17.1 Remedies Cumulative. Except as otherwise expressly provided herein, to the extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant or any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord or Tenant of any or all of such other rights, powers and remedies.

ARTICLE XVIII

ACCEPTANCE OF SURRENDER

Section 18.1 Acceptance of Surrender. No surrender to Landlord of this Lease or of any Leased Property, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and Landlord’s Lender (if any) and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord and Landlord’s Lender (if any), shall constitute an acceptance of any such surrender.

ARTICLE XIX

NO MERGER OF TITLE

Section 19.1 No Merger of Title. There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, (a) this Lease or the leasehold estate created thereby or any interest herein or in such leasehold estate and (b) the fee estate in the applicable Leased Property.

ARTICLE XX

CONVEYANCE BY LANDLORD

Section 20.1 Conveyance by Landlord. If Landlord or any successor owner of the applicable Leased Property shall convey such Leased Property other than as security for a debt, and the grantee or transferee of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord

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under this Lease arising or accruing from and after the date of such conveyance or other transfer as to the Leased Property and all such future liabilities and obligations shall thereupon be binding upon the new owner.

ARTICLE XXI

QUIET ENJOYMENT

Section 21.1 Quiet Enjoyment. So long as Tenant shall pay all Rent as the same becomes due and no Event of Default shall have occurred and be continuing, Tenant shall peaceably and quietly have, hold and enjoy the Leased Property for the Term hereof, free of any claim or other action by Landlord or anyone claiming by, through or under Landlord, but subject to the terms of the Property Documents or liens and encumbrances otherwise permitted to be created by Landlord hereunder and liens hereafter consented to by Tenant.

ARTICLE XXII

NOTICES

Section 22.1 Notices. All notices, demands, requests, consents, approvals and other communications required or permitted to be given hereunder (collectively, “Notices” or “notices”) shall be in writing and delivered by hand or mailed (by registered or certified mail, return receipt requested or reputable nationally recognized overnight courier service and postage prepaid), addressed to the respective parties, as follows:

If to Tenant:	PRIVATE RESTAURANT MASTER LESSEE, LLC
	2202 N. West Shore Boulevard, Suite 500
	Tampa, FL 33607
	Attention: Chief Financial Officer
	Telecopy No.: (813) 282-1225
	Confirmation No.: (813) 281-2114
With a copy to:	PRIVATE RESTAURANT MASTER LESSEE, LLC
	2202 N. West Shore Boulevard, Suite 500
	Tampa, FL 33607
	Attention: VP – Real Estate
	Telecopy No.: (813) 282-1225
	Confirmation No.: (813) 281-2114
With copies of any default notices (or correspondence related to any default) or notices given during the continuance of any Event of Default to:	OSI Restaurant Partners, LLC.
	2202 N. West Shore Boulevard, 5th Floor
	Tampa, FL 33607
	Attention: General Counsel
	Telecopy No.: (813) 282-1225
	Confirmation No.: (813) 281-2114

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	Bain Capital Partners, LLC
	111 Huntington Avenue
	Boston, MA 02199
	Attention: Mr. Ian Blasco
	Telecopy No.: (617) 516-2010
	Confirmation No.: (617) 516-2124
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, N.Y. 10004-2498
	Attention: Arthur Adler, Esq.
	Telecopy No.: (212) 558-3588
	Confirmation No.: (212) 558-3960
	Ropes & Gray LLP
	One International Place
	Boston, MA 02110
	Attention: Richard E. Gordet, Esq.
	Telecopy No.: (617) 951-7050
	Confirmation No.: (617) 951-7491
If to Landlord:	PRIVATE RESTAURANT PROPERTIES, LLC
	2202 N. West Shore Boulevard, Suite 470A
	Tampa, FL 33607
	Attention: Chief Financial Officer
	Telecopy No.: (813) 387-8000
	Confirmation No.: (813) 830-2497
With a copy to:	PRIVATE RESTAURANT PROPERTIES, LLC
	2202 N. West Shore Boulevard, Suite 470A
	Tampa, FL 33607
	Attention: VP – Real Estate
	Telecopy No.: (813) 387-8000
	Confirmation No.: (813) 830-2497
With copies of any default notices (or correspondence related to any default) or notices given during the continuance of any Event of Default to:	PRIVATE RESTAURANT PROPERTIES, LLC
	2202 N. West Shore Boulevard, Suite 470A
	Tampa, FL 33607
	Attention: General Counsel
	Telecopy No.: (813) 387-8000
	Confirmation No.: (813) 830-2497
	Bain Capital Partners, LLC
	111 Huntington Avenue
	Boston, MA 02199
	Attention: Mr. Ian Blasco
	Telecopy No.: (617) 516-2010
	Confirmation No.: (617) 516-2124

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Sullivan & Cromwell LLP

125 Broad Street

New York, N.Y. 10004-2498

Attention: Arthur Adler, Esq.

Telecopy No.: (212) 558-3588

Confirmation No.: (212) 558-3960

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Richard E. Gordet, Esq.

Telecopy No.: (617) 951-7050

Confirmation No.: (617) 951-7491

(a) if required pursuant to Section 15.5 hereof, to Landlord’s Lender, in accordance with the terms of said Section as follows:

	German American Capital Corporation, on behalf of the holders of the Notes
	60 Wall Street, 10th floor
	New York, NY 10005
	Attention: Mr. John Beacham and General Counsel
	Telecopy No.: (732) 578-4639
	Confirmation No.: (212) 250-0164
	And to:
	Bank of America, N.A.
	CMBS Capital Markets
	214 North Tryon Street
	Mail Code: NC1-027-22-02
	Charlotte, North Carolina 28255-0001
	Attention: Jeffrey B. Hoyle
	With a copy to:
	Bank of America Legal Department
	GCIB/CMBS
	NC1-007-20-01
	100 North Tyron Street
	Charlotte, North Carolina 28255-0001
	Attention: Paul Kurzeja, Esq.
With copies to:	Bank of America, N.A.
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Mail Code: NC1-026-06-01
	Charlotte, North Carolina 28255

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Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attention: Harvey R. Uris, Esq.

Telecopy No.: (917) 777-2212

Confirmation No.: (212) 735-3000

Bank of America, N.A.

9 West 57th Street

New York, NY 10019

Attention: Mr. Dean Ravosa

Telecopy No.: (212) 847-5695

Confirmation No.: (212) 847-6398

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036-2787

Attention: Tom Higgins, Esq.

Telecopy No.: (212) 354-8113

Confirmation No.: (212) 819-8813

or to such other address as either party may hereunder designate, and shall be effective upon receipt.

ARTICLE XXIII

APPRAISERS

Section 23.1 Appraisers. In the event that it becomes necessary to determine the Fair Market Rental of any property for any purpose of this Lease, and the parties cannot agree amongst themselves on such value within twenty (20) days after the first request made by one of the parties to do so, then the parties shall engage the Valuation Services Division of the Capital Markets Group of Cushman & Wakefield in New York, New York to determine the Fair Market Rental as of the relevant date in accordance with the procedures herein contained. The appraiser employed by Cushman & Wakefield must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto), and shall, within 45 days after engagement of Cushman & Wakefield proceed to appraise the applicable Leased Property to determine the Fair Market Rental thereof as of the relevant date.

If Cushman & Wakefield shall decline such engagement, then the following procedures shall apply. Either party may notify the other of a person selected to act as appraiser on its behalf (which person, if selected by Landlord, shall be subject to the approval of Landlord’s Lender). Within fifteen (15) days after receipt of any such notice, the other party shall by notice to the first party appoint a second person as appraiser on its behalf. Any appraiser thus appointed, must be a member of The Appraisal Institute/American Institute of Real Estate Appraisers (or any successor organization thereto), and shall, within 45 days after the notice appointing the first appraiser, as applicable, proceed to appraise the applicable Leased Property to determine the Fair Market Rental thereof as of the relevant date. If

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one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within 50 days after the making of the initial appointment, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten percent (10%) of the lesser of such amounts, then the Fair Market Rental shall be an amount equal to 50% of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have 20 days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within 20 days of such request, and both parties shall be bound by any appointment so made within such 20 day period. If no such appraiser shall have been appointed within such 20 days or within 90 days of the original request for a determination of Fair Market Rental, whichever is earlier, either Landlord or Tenant may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Rental within 30 days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determination of the other two appraisers shall be excluded, and 50% of the sum of the remaining two determinations shall be final and binding upon Landlord and Tenant as the Fair Market Rental for such interest.

This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. Landlord and Tenant shall share equally the fees and expenses of Cushman & Wakefield. If Cushman & Wakefield declines such engagement, then Landlord and Tenant shall each pay the fees and expenses of the appraiser appointed by it and their own legal fees, and each shall pay one-half of the fees and expenses of the third appraiser and one-half of all other cost and expenses incurred in connection with each appraisal. If Cushman & Wakefield is not engaged, then any consent or agreement by Landlord as to Fair Market Rental shall be subject to the approval of Landlord’s Lender.

ARTICLE XXIV

CONFIDENTIALITY

Section 24.1 Confidentiality. Landlord (and Landlord’s Lender) shall keep confidential all sales reports and any other proprietary information delivered pursuant to this Lease, (provided any such other proprietary information is clearly marked by Tenant as confidential) (collectively, “Proprietary Information”). Notwithstanding the foregoing, Landlord’s Lender shall be permitted to freely deliver Proprietary Information to such rating agencies, loan servicers and securitization trustees, to prospective participants and purchasers of Landlord’s Debt and interests therein and to prospective holders of securities backed by Landlord’s Debt, and to its and their respective agents and representatives provided that Landlord’s Lender shall inform such parties of the confidential nature of such information and (ii) such party is not a competitor of Guarantor or any Concept Subsidiary. Tenant shall not identify any specific Leased Property to which any Proprietary Information relates (“Asset-Specific Proprietary Information”) unless requested by Landlord’s Lender on behalf of holders or prospective holders of (a) mezzanine loans in respect of Landlord or any interest therein or (b) the unrated or lower-rated securities backed by Landlord’s Debt (collectively, “Requesting Parties”). Landlord and Landlord’s Lender shall be permitted to deliver Asset-Specific Proprietary Information to Requesting Parties, provided that such person (i) executes a commercially reasonable confidentiality and non-use agreement with respect to such information for the benefit of Tenant and Landlord and (ii) is not a business competitor of Guarantor or any Concept Subsidiary.

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ARTICLE XXV

ENVIRONMENTAL INDEMNITY

Section 25.1 Environmental Indemnity Provisions. Tenant hereby agrees to hold harmless Landlord and Landlord’s Lender, any successors to their respective interests in this Lease, and the respective directors, officers, employees and agents of any of the foregoing from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs), and expenses (including expenses of litigation and attorneys’ fees) incurred by Landlord, Landlord’s Lender or any other indemnitee or assessed against the Leased Property by virtue of any claim or lien by any governmental or quasi-governmental unit, body, or agency, or any third party, for cleanup costs or other costs pursuant to any Environmental Laws, but only to the extent that the same relate to activities or events occurring from and after the date hereof through the expiration of the Term. Tenant’s indemnity shall survive the termination of this Lease, provided, however, Tenant shall have no indemnity obligation with respect to (i) Hazardous Substances first introduced to the Leased Property subsequent to the date that Tenant’s occupancy of the Leased Property shall have fully terminated or (ii) Hazardous Substances introduced to the Leased Property by Landlord, its successors and assigns.

ARTICLE XXVI

MISCELLANEOUS

Section 26.1 Survival of Claims. Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination of this Lease shall survive such termination.

Section 26.2 Severability. If any term or provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected thereby.

Section 26.3 Maximum Permissible Rate. If any late charges provided for in any provision of this Lease are based upon a rate in excess of the maximum rate permitted by applicable law, the parties agree that such charges shall be determined at the maximum permissible rate.

Section 26.4 Headings. The headings in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 26.5 Exculpation. Landlord’s liability hereunder shall be limited solely to its interest in the Leased Property, and no recourse under or in respect of this Lease shall be had against any other assets of Landlord whatsoever. Furthermore, except as otherwise expressly provided herein, in no event shall Landlord (original or successor) ever be liable to Tenant for any indirect or consequential damages suffered by Tenant from whatever cause.

Section 26.6 Exhibition of Leased Property. Landlord and Landlord’s agent shall have the right to enter the applicable Leased Property at all reasonable times during usual business hours after reasonable notice for the purpose of exhibiting the Leased Property to others. Without limiting the generality of the foregoing, for purposes of satisfying the requirements of Landlord’s Loan Documents

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or any refinancing, sale or appraisal process, Landlord shall have the right (but not the obligation) to conduct such inspections and audits of the Leased Property as Landlord may desire, and for such purposes Tenant shall provide to Landlord and its representatives access to the Leased Property and Tenant’s books and records with respect to the Leased Property, subject to Article XXIV, at Tenant’s corporate offices (or such other locations as such books and records are kept) as reasonably necessary to audit Tenant’s compliance with its obligations hereunder. Such access shall be provided to Landlord during normal business hours upon reasonable notice. No such inspection or audit conducted by Landlord or its representatives or any report resulting therefrom shall modify or reduce in any way Tenant’s obligations under this Lease.

Section 26.7 Entire Agreement. This Lease contains the entire agreement between Landlord and Tenant with respect to the subject matter hereof.

Section 26.8 Governing Law. This Lease shall be construed with respect to each Leased Property under the substantive laws of the State of in which such Leased Property is situated.

Section 26.9 No Waiver. No waiver of any condition or covenant herein contained, or of any breach of any such condition or covenant, shall be held or taken to be a waiver of any subsequent breach of such covenant or condition, or to permit or excuse its continuance or any future breach thereof or of any condition or covenant herein construed as a waiver of such default, or of Landlord’s right to terminate this Lease or exercise any other remedy granted herein on account of such existing default.

Section 26.10 Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of the heirs, successors, personal representatives, and permitted assigns of Landlord and Tenant.

Section 26.11 Modifications in Writing. This Lease may only be modified by a writing signed by both Landlord and Tenant and, unless expressly permitted by Landlord’s Loan Documents, any such modification shall not be effective until it is consented to by Landlord’s Lender. In addition, no amendment to this Lease that requires the consent of Landlord’s Lender shall be effective unless Guarantor shall have affirmed in writing that the Guaranty shall continues in full force and effect notwithstanding such amendment.

Section 26.12 No Waiver. No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms hereof shall impair any such right or power or be construed to be a waiver thereof.

Section 26.13 Transfers. Except as otherwise expressly provided in this Lease, Tenant shall have no right to Transfer this Lease or Tenant’s leasehold interest in all or any portion of the Leased Property or any direct interest in Tenant, or allow a Guarantor Change of Control, without the prior written consent of Landlord. Notwithstanding anything herein to the contrary and without limiting the generality of the foregoing, the following Transfers shall not require the prior written consent of Landlord or Landlord’s Lender:

(i) a Transfer of interests in Guarantor or direct or indirect owner of Guarantor not constituting a Guarantor Change of Control;

(ii) so long as Holdco Controls Guarantor, Tenant and Landlord, any Transfer of direct or indirect interests in Holdco;

(iii) a Transfer of interests in any Sponsor;

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(iv) a Transfer of interests in Tenant or any direct or indirect parent of Tenant as a result of a merger or a Transfer of all or substantially all of the assets of a direct or indirect owner of Tenant or any parent of Tenant to a Permitted Transferee or Pre-Approved Transferee (and thereafter Transfers of interests in any such transferee if it is publicly traded);

(v) a Transfer of any direct or indirect interests in Tenant or any direct or indirect parent of Tenant, provided that subsequent to any such Transfer, more than fifty-one percent (51%) percent of Tenant is owned directly or indirectly by any one or more of the following:

(1) a Permitted Holder;

(2) a Permitted Transferee;

(3) a Pre-Approved Transferee;

(4) any Person that has been previously approved in writing by Landlord’s Lender and any rating agencies required pursuant to Landlord’s Loan Documents;

(5) an investment fund, limited liability company, limited partnership or general partnership with committed capital of at least $1,000,000,000 where a Permitted Fund Manager acts as the general partner, managing member or fund manager and at least 51% of the equity interests in such Permitted Fund Manager are owned, directly or indirectly, by any of the Persons listed above; and

(6) any successor by merger with respect to or transferee of all or substantially all of the assets of any of the foregoing;

(vi) a pledge or encumbrance of interests in Tenant or any direct or indirect parent of Tenant and any Transfer of such interests in realization upon such pledge or encumbrance, provided not less than fifty-one percent (51%) of such transferee is owned by an entity described in Section 26.13(v), above;

(vii) a pledge or encumbrance of direct or indirect interests in Holdco as security for a loan secured by all or substantially all of the assets of the owner of the interests in Holdco (provided that such interests in Holdco do not constitute more than 25% of such owner’s net worth) and any Transfer of such interests in realization upon such pledge or encumbrance, provided such Transfer does not result in less than fifty-one percent (51%) percent of the direct or indirect interests in Guarantor being owned by a Person described in Section 26.13(v) above;

(viii) a Transfer of direct or indirect interests in any person that holds an indirect interest in Tenant that is either (A) publicly traded or (B) an “umbrella partnership” in which a publicly traded REIT is the general partner;

(ix) a Transfer in connection with a Qualifying IPO (and any subsequent Transfers made in the public market);

(x) a Transfer permitted under the Guarantor Facility, including the pledge, foreclosure of pledge (or deed-in-lieu thereof), or other exercise of remedies as set forth in the Guarantor Facility; or

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(xi) any other Transfer of a direct or indirect interest in Tenant, Guarantor or Holdco permitted under Landlord’s Loan Documents or not otherwise expressly requiring Landlord’s consent under this Lease.

Section 26.14 Third Party Beneficiaries. Nothing in this Lease shall be deemed to create any right in any Person (other than the Landlord’s Lender to the extent provided herein) not a party hereto, and this Lease shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (other than the Landlord’s Lender to the extent provided herein). It is expressly understood and agreed that Landlord’s Lender is and shall be a third party beneficiary of this Lease.

Section 26.15 Waiver of Landlord’s Lien. Landlord hereby waives any statutory or common-law “landlord’s lien” or other lien or security interest on or in Tenant’s Personalty to secure Tenant’s obligations under this Lease. Landlord agrees to execute and deliver to Tenant or Tenant’s lender reasonable documentation confirming that Landlord has not and will not claim a lien on any such property, and further, that Landlord will permit such lender access to the Leased Property in order to secure any such property Tenant may have offered as collateral.

Section 26.16 Litigation Costs. If either Landlord or Tenant commences any action or other proceeding to enforce such party’s rights hereunder, the party substantially prevailing in such action or proceeding shall be entitled, in addition to any award for damages or costs hereunder, to an award of its Litigation Costs.

ARTICLE XXVII

MEMORANDUM OF LEASE; ESTOPPELS

Section 27.1 Memorandum of Lease. Landlord and Tenant shall, promptly upon the request of either enter into a short form memorandum of this Lease, in form suitable for recording under the laws of the state in which the applicable Leased Property is located, in which reference to this Lease, and all options contained therein, shall be made. Tenant shall pay all costs and expenses of recording such Memorandum of Lease.

Section 27.2 Estoppels.

(a) Tenant Estoppels. Tenant agrees that it shall, at any time and from time to time (but not more than four (4) times in any calendar year) upon not less than ten (10) business days’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been any modifications, that the Lease is in full force and effect as modified and stating the modifications), the Base Rent and Additional Charges payable directly to Landlord hereunder and the dates to which the Base Rent and Scheduled Additional Payments payable to Landlord have been paid, that the address for notices to be sent to Tenant is as set forth in this Lease, stating whether or not Landlord is, to Tenant’s knowledge, in default in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and, if in default, specifying each such default, the commencement date and expiration date for the current term, that Tenant is in possession of the Leased Property, and any other matters reasonably requested by Landlord; it being intended that any such statement delivered pursuant to this Section 27.2(a) may be relied upon by Landlord or any prospective purchaser of the Leased Property or any mortgagee thereof or any assignee of any mortgagee upon the Leased Property.

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(b) Landlord Estoppels. Landlord agrees that it shall, at any time and from time to time (but not more than four (4) times in any calendar year) upon not less than ten (10) business days’ prior notice by Tenant, execute, acknowledge and deliver to Tenant a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been any modifications, that the Lease is in full force and effect as modified and stating the modifications), the Base Rent and Additional Charges payable directly to Landlord hereunder and the dates to which the Base Rent and such Additional Charges have been paid, that the address for notices to be sent to Landlord is as set forth in this Lease, stating whether or not, to Landlord’s knowledge, Tenant is in default in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and, if in default, specifying each such default, the commencement date and expiration date for the current term, that Tenant is in possession of the Leased Property, and any other matters reasonably requested by Tenant; it being intended that any such statement delivered pursuant to this Section 27.2(b) may be relied upon by Tenant or any prospective assignee, subtenant or Transferee of Tenant.

ARTICLE XXVIII

TRUE LEASE

Section 28.1 True Lease. Landlord and Tenant intend that this Lease be a true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement.

Section 28.2 Acknowledgment of Law. This Lease is not an attempt by Landlord or Tenant to evade the operation of any aspect of the law applicable to any of the Leased Property.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed as of the day and year first written above.

[Signature blocks to be attached separately.]

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Witness #1 as to Leased Property in CT:		LANDLORD:
/s/ Annmarie Pavone		PRIVATE RESTAURANT PROPERTIES,
Name:	Annmarie Pavone	LLC, a Delaware limited liability company
		By:	/s/ Richard Renninger
Witness #2 as to Leased Property in CT:		Name:	Richard Renninger
		Title:	Senior Vice President of Real Estate
/s/ Edward Townsend
Name:	Edward Townsend
		TENANT:
Acknowledgement:
		PRIVATE RESTAURANT MASTER
For the Tenant:		LESSEE, LLC, a Delaware limited liability company
State of New York
County of Bronx
The foregoing instrument was acknowledged before me this 11, day of April, 2007 by Karen Bremer of Private Restaurant Master Lessee, LLC, a Delaware limited liability company, on behalf of the limited liability company, as the free act and deed of the limited liability company and his/her free act and deed as                                 .		By:	/s/ Karen Bremer
		Name:	Karen Bremer
		Title:	Vice President of Real Estate
/s/ Natasha Frazer
Notary Public
For the Landlord:
State of New York
County of New York
The foregoing instrument was acknowledged before me this 11, day of April, 2007 by Richard Renninger of Private Restaurant Properties, LLC, a Delaware limited liability company, on behalf of the limited liability company, as the free act and deed of the limited liability company and his/her free act and deed as                                 .
/s/ Wendy A. Reynolds
Notary Public

EXECUTION VERSION

CONFORMED COPY

FIRST AMENDMENT TO MASTER LEASE AGREEMENT

This FIRST AMENDMENT TO MASTER LEASE AGREEMENT (this “Amendment”), is dated, made and effective as of September 15, 2007 by and between Private Restaurant Properties, LLC (“Landlord”), a Delaware limited liability company, having offices at 2202 N. West Shore Boulevard, 5th Floor, Suite No. 470A, Tampa, FL 33607 Attention: Chief Financial Officer, and Private Restaurant Master Lessee, LLC, a Delaware limited liability company (“Tenant”), having its principal offices at 2202 N. West Shore Boulevard, Suite No. 500, Tampa, FL 33607, Attention: Chief Financial Officer.

RECITALS

WHEREAS, Landlord and Tenant entered into that certain Master Lease Agreement dated as of June 14, 2007 (the “Master Lease”) with respect to the premises therein contained; and

WHEREAS, Landlord and Tenant desire to modify certain terms of the Master Lease as set forth herein;

NOW THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby agree as follows:

1. Incorporation of Recitals; Defined Terms. The recitals to this Amendment are incorporated herein by reference as if fully set forth herein. Capitalized terms defined in the Master Lease used but not defined herein are used herein as so defined.

2. Amendments. The Master Lease is hereby amended as follows:

(a) Section 1.3(d) of is hereby amended and restated in its entirety as follows:

“(d) In addition to the foregoing, if a Leased Property shall not be open for business such that it would be characterized as a Go Dark Leased Property, then Tenant shall be obligated to request a termination of such Leased Property in accordance with and subject to the conditions and provisions of Section 1.3(a). Further, if a Leased Property is a Go Dark Purchase Option Property and if the restaurant on such Leased Property shall not be open for business such that it would trigger (assuming the passage of time or the giving of notice, or both) a purchase right, option, termination right or recapture right at such Leased Property, then Tenant shall be obligated to request a termination of such Leased Property in accordance with and subject to the conditions of the provisions of this Section 1.3, unless the holder of such right has waived its right of first offer, right of first refusal or other rights.”

(b) The definition of Go Dark Limit in Section 2.1 is hereby deleted.

(c) The definition of Material Sublease in Section 2.1 is hereby amended and restated in its entirety as follows:

“Material Sublease: Any Sublease (but not including any Concept Sublease or RLP Sublease) to a single Tenant covering the lesser of (a) 3,000 or more square feet or (b) more than 50% of the square feet, in either case, of the rentable area of the improvements located on any individual Leased Property.”

(d) Section 8.2(b)(ii) is hereby amended and restated in its entirety as follows:

“(ii) without the consent of Landlord, Tenant may sublet all or any part of any one or more Leased Properties to one or more Persons (A) in the normal course of the Primary Intended Use, (B) to concessionaires or other third party users or operators of portions of the Leased Property in furtherance of the Primary Intended Use, (C) for such uses as are not otherwise prohibited hereunder under Subleases that are not Material Subleases, (D) for such uses as are not otherwise prohibited hereunder under Subleases that are Material Subleases until such time as the Material Sublease Approval Threshold is reached, and (E) subject to the provisions and restrictions, limitations and requirements that are applicable to the leasing or subleasing of any Leased Property that are provided in Landlord’s Loan Documents, for such other uses as are not otherwise prohibited hereunder; and”

3. Ratification and Confirmation. Except as amended hereby, the Master Lease remains unmodified. As amended hereby, the Master Lease is hereby ratified and confirmed and continues in full force and effect.

4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one document.

[Signatures begin on next page.]

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IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed as of the day and year first written above.

Witness #1 as to Leased Property in CT:		LANDLORD:
/s/ Mary T. Mazurek		PRIVATE RESTAURANT PROPERTIES,
Name:	Mary T. Mazurek	LLC, a Delaware limited liability company
Witness #2 as to Leased Property in CT:
/s/ Meagan Cavanaugh		By:	/s/ Joseph Kadow
Name:	Meagan Cavanaugh	Name:	Joseph Kadow
		Title:	Authorized Person
Acknowledgements:
For the Tenant:
		TENANT:
State of Florida
County of Hillsborough		PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company
The foregoing instrument was acknowledged before me this 27, day of Sept., 2007 by Joseph J. Kadow of Private Restaurant Master Lessee, LLC, a Delaware limited liability company, on behalf of the limited liability company, as the free act and deed of the limited liability company and his/her free act and deed as auth. rep..
		By:	/s/ Joseph Kadow
		Name:	Joseph Kadow
		Title:	Authorized Person
Norma P. DeGuenther
Notary Public
For the Landlord:
State of Florida
County of Hillsborough
The foregoing instrument was acknowledged before me this 27, day of Sept., 2007 by Joseph J. Kadow of Private Restaurant Properties, LLC, a Delaware limited liability company, on behalf of the limited liability company, as the free act and deed of the limited liability company and his/her free act and deed as auth. rep..
Norma P. DeGuenther
Notary Public

[First Amendment to Master Lease]

The undersigned, the Guarantor of the above-referenced Master Lease,

hereby consents to the foregoing First Amendment to Master Lease:

OSI RESTAURANT PARTNERS, LLC
By:	/s/ Authorized Signatory
Name:	Authorized Signatory
Title:

[First Amendment to Master Lease]

The undersigned, the Landlord’s Lender as defined in the above-referenced Master Lease,

hereby consents to the foregoing First Amendment to Master Lease:

GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation
By:	/s/ John K. Beacham
Name:	John K. Beacham
Title:	Vice President
By:	/s/ Boris Zhuravel
Name:	Boris Zhuravel
Title:	Vice President
BANK OF AMERICA, N.A., a national banking association
By:	/s/ Jeffery B. Hoyle
Name:	Jeffery B. Hoyle
Title:	Managing Director

[First Amendment to Master Lease]

EX-10.3

Exhibit 10.3

Execution Copy

GUARANTY

THIS GUARANTY (this “Guaranty”), dated as of the 14th day of June, 2007, is made by OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of PRIVATE RESTAURANT PROPERTIES, LLC, a Delaware limited liability company (“Landlord”).

W I T N E S S E T H :

WHEREAS, Landlord, as lessor, has entered into that certain Master Lease Agreement of even date herewith (the “Lease”) a copy of which is attached hereto as Exhibit A, pursuant to which Landlord leased to Private Restaurant Master Lessee, LLC, a Delaware limited liability company (“Tenant”), certain premises described therein (the “Leased Premises”);

WHEREAS, all of the membership interests in Tenant are owned by Guarantor; and

WHEREAS, the execution and delivery by Guarantor of this Guaranty is a material inducement to Landlord to execute the Lease, and Guarantor expects to derive financial benefit from the Lease.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged by Guarantor, and intending to be legally bound, Guarantor hereby agrees as follows:

ARTICLE I

GUARANTEE

Section 1.01. Guaranteed Obligations. Guarantor hereby absolutely unconditionally and irrevocably guarantees to Landlord and its successors and assigns the due, punctual and full payment, performance and observance of the following (collectively, the “Guaranteed Obligations”):

(a) the full and timely payment of all Rent and all other amounts due or to become due to Landlord from Tenant under the Lease (collectively, the “Monetary Obligations”); and

(b) all covenants, agreements, terms, obligations and conditions, undertakings and duties contained in the Lease required to be observed, performed by or imposed upon Tenant under the Lease (collectively, the “Performance Obligations”),

as and when such payment, performance or observance shall become due (whether by acceleration or otherwise) in accordance with the terms of the Lease. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, within five (5) Business Days after written demand, pay the same to Landlord or the person or entity to whom such amounts are to be paid under the Lease. If for any reason Tenant shall fail to perform or

observe any Performance Obligation beyond any cure periods available to Tenant under the Lease, Guarantor shall, after written demand, perform and observe the same or cause the same to be performed or observed.

Section 1.02. Guarantee Unconditional. The obligations of Guarantor hereunder are continuing, absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired or in any way affected by:

(a) any amendment, modification, extension, renewal or supplement to the Lease not requiring the consent of Landlord’s Lender or any termination of the Lease as to all or any portion of the Leased Premises either pursuant to Article I or X thereof or otherwise not requiring the consent of Landlord’s Lender;

(b) any assumption by any party of Tenant’s obligations under, or Tenant’s assignment of any of its interest in, the Lease not requiring the consent of Landlord’s Lender;

(c) any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Lease or pursuant to applicable law, including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, settlement, indulgence or other action or inaction in respect thereof;

(d) any change in the financial condition of Tenant, the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Tenant or Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Tenant or Guarantor or their respective estates in bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other similar statute or from the decision of any court;

(e) any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;

(f) except to the extent that Tenant is released from its obligations and liabilities under Articles I or X of the Lease, the release or discharge of or accord and satisfaction with Tenant from performance or observance of any of the agreements, covenants, terms or conditions contained in the Lease by operation of law;

(g) the failure of Landlord to keep Guarantor advised of Tenant’s financial condition, regardless of the existence of any duty to do so;

(h) any assignment by Landlord of all of Landlord’s right, title and interest in, to and under the Lease and/or this Guaranty as collateral security for Landlord’s Debt;

(i) any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of Tenant under the Lease (except by payment in full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations);

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(j) the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty;

(k) any actual, purported or attempted sale, assignment or other transfer by Landlord of the Lease or the Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;

(l) any merger or consolidation of Tenant into or with any other entity, or any sale, lease, transfer or other disposition of any or all of Tenant’s assets or any sale, transfer or other disposition of any or all of the shares of capital stock or other securities of or ownership interests in Tenant or any affiliate of Tenant to any other person or entity; provided that, in any such case, the same does not require the consent of Landlord or Landlord’s Lender under the terms of the Lease or Landlord’s Loan Documents; or

(m) Tenant’s failure to obtain, protect, preserve or enforce any rights in or to the Lease or the Leased Premises or any interest therein against any party or the invalidity or unenforceability of any such rights;

all of which may be given or done without notice to, or consent of, Guarantor except as otherwise provided herein.

No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature (except the Tenant’s performance of such obligations) which Tenant or Guarantor now has or hereafter may have against Landlord shall be available hereunder to Guarantor against Landlord.

Section 1.03. Disaffirmance of Lease. Guarantor agrees that, in the event of rejection or disaffirmance of the Lease by Tenant or Tenant’s trustee in bankruptcy pursuant to the United States Bankruptcy Code or any other law affecting creditors’ rights, Guarantor will, if Landlord so requests, assume all obligations and liabilities of Tenant under the Lease, to the same extent as if Guarantor had been originally named instead of Tenant as a party to the Lease and there had been no rejection or disaffirmance; and Guarantor will confirm such assumption in writing at the request of Landlord on or after such rejection or disaffirmance. Guarantor, upon such assumption, shall have all rights of Tenant under the Lease (to the extent permitted by law).

Section 1.04. No Notice or Duty to Exhaust Remedies. Guarantor hereby waives notice of any default in the payment or non-performance of any of the Guaranteed Obligations (except as expressly required hereunder), diligence, presentment, demand, protest and all notices of any kind. Except as otherwise provided herein, Guarantor agrees that liability under this Guaranty shall be primary and hereby waives any requirement that Landlord exhaust any right or remedy, or proceed first or at any time, against Tenant or any other guarantor of, or any security for, any of the Guaranteed Obligations. Landlord may pursue its rights and remedies under this Guaranty and under the Lease in whatever order, or collectively. This Guaranty is a guaranty of payment and performance and not merely of collection.

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Landlord may pursue its rights and remedies under this Guaranty notwithstanding any other guarantor of or security for the Guaranteed Obligations or any part thereof. Guarantor authorizes Landlord, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to terminate the Lease, either in whole or in part, in accordance with its terms.

Each default on any of the Guaranteed Obligations shall give rise to a separate cause of action and separate suits may be brought hereunder as each cause of action arises or, at the option of Landlord any and all causes or action which arise prior to or after any suit is commenced hereunder may be included in such suit.

Section 1.05. Subrogation. To the extent of any payments made or obligations performed by Guarantor by reason of this Guaranty (including but not limited to application of funds on account of such payments or obligations), Guarantor shall be subrogated to the rights of the Landlord against the Tenant under the Lease, provided that, every claim or demand which Guarantor may have against Tenant, whether in respect of Guarantor’s performance of its obligations hereunder or otherwise shall be fully subordinate to all Guaranteed Obligations.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01. Representations and Warranties. Guarantor hereby represents and warrants to Landlord as follows:

(a) Organization and Qualification. Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware

(b) Authority and Authorization. Guarantor has full power, authority and legal right to execute and deliver the Guaranty and to perform its obligations hereunder, and all such action has been duly and validly authorized by all necessary limited liability company proceedings on its part.

(c) Execution and Binding Effect. The Guaranty has been duly and validly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights.

(d) Absence of Conflicts. Except as would not reasonably be expected have a material adverse effect on the ability of Guarantor to perform its obligations under the Guaranty, neither the execution and delivery of the Guaranty nor performance of or compliance with the terms and conditions hereof will (i) violate any law, rule or regulation, (ii) conflict with or result in a breach of or a default under the certificate of formation or limited liability company agreement of Guarantor or any agreement or instrument to which Guarantor is a party or by which it or any of its properties (now owned or hereafter acquired) may be subject or bound or (iii) result in the creation or imposition of any lien, charge, security interest or encumbrance upon any property (now owned or hereafter acquired) of Guarantor.

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(e) Authorizations and Filings. Except as would not reasonably be expected to have a material adverse effect on the ability of Guarantor to perform its obligations under the Guaranty, no authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Governmental Authority is required in connection with the execution and delivery of the Guaranty or performance of or compliance with the terms hereof.

(f) Litigation. There are no actions, suits or proceedings pending or, to the best of Guarantor’s knowledge, threatened against or affecting Guarantor at law or in equity by or before any court or administrative office or agency which if adversely decided would have a material adverse effect on the ability of Guarantor to perform its obligations under the Guaranty.

Section 2.02. Notice of Certain Events. Promptly upon becoming aware thereof, Guarantor shall give Landlord notice of any downgrade in the corporate family and credit ratings from Moody’s Investor Service Inc. and Standard & Poor’s, respectively, of Guarantor; provided, that no such notice shall be required to the extent that a press release of any such downgrade is issued by Moody’s Investor Service Inc. and Standard & Poor’s, as applicable.

Section 2.03. Estoppel Certificates.

(a) Guarantor shall, at any time upon not less than ten (10) days’ prior written request by Landlord or Landlord’s Lender (but not more than four (4) times in any calendar year), deliver to the party requesting the same a statement in writing, executed by a duly authorized officer of Guarantor, certifying (i) that, except as otherwise specified, this Guaranty is unmodified and in full force in effect, (ii) that, except as otherwise specified, Guarantor is not in default hereunder and that no event has occurred or condition exists which with the giving of notice or the passage of time or both would constitute a default hereunder, (iii) that, as of the date thereof, except as otherwise specified, Guarantor has no knowledge of any defense, setoff or counterclaim against Landlord arising out of or in any way related to this Guaranty, and (iv) as to such other matters as Landlord or Landlord’s Lender may reasonably request.

(b) Landlord shall, at any time upon not less that ten (10) days’ prior written request by Tenant or Guarantor (but not more than four (4) times in any calendar year), deliver to Guarantor a statement in writing, executed by a duly authorized officer of Landlord, certifying (i) that, except as otherwise specified, this Guaranty is unmodified and in full force and effect, (ii) that, except as otherwise specified, Guarantor is not in default hereunder and that no event has occurred or condition exists which with the giving of notice or the passage of time or both would constitute a default hereunder, (iii) that as of the date thereof, except as otherwise specified, Landlord has no knowledge of any claim against Guarantor arising out of or in any way related to this Guaranty, for the Guaranteed Obligations or otherwise, and (iv) as to such other matters as Guarantor may reasonably request.

Section 2.04. Guaranty Not Effective As To Certain Obligations. Notwithstanding anything to the contrary contained herein, this Guaranty and Guarantor’s obligations hereunder shall not extend to, and the Guaranteed Obligations shall not include, any obligations or liabilities of Tenant under any amendment to, or after any assignment by Tenant of, the Lease that requires the consent of Landlord or Landlord’s Lender under the terms of the Lease and Landlord’s Loan

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Documents, unless Guarantor shall have affirmed in writing that this Guaranty continues in full force and effect notwithstanding such amendment or assignment. By execution of this Guaranty, Landlord and Tenant hereby affirm and agree that no amendment to or assignment of the Lease requiring the consent of Landlord or Landlord’s Lender shall be effective unless Guarantor shall have affirmed in writing that this Guaranty continues in full force and effect notwithstanding such amendment or assignment.

ARTICLE III

EVENTS OF DEFAULT

Section 3.01. Events of Default. The occurrence of any one or more of the following shall constitute an “Event of Default” under this Guaranty:

(a) a failure by Guarantor to pay when due any Monetary Obligation required to be paid by Guarantor pursuant to the terms of this Guaranty;

(b) a failure by Guarantor duly to perform and observe, or a violation or breach of, any other provision hereof not otherwise specifically mentioned in this Section 3.01;

(c) any representation or warranty made by Guarantor herein proves to be untrue or incorrect when made, in any material respect;

(d) Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) seek or consent to the appointment of a receiver for itself or its assets, (C) file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, (D) make a general assignment for the benefit of creditors, or (E) be unable to pay its debts as they mature;

(e) a court shall enter an order, judgment or decree appointing, without the consent of Guarantor, a receiver or trustee for it or approving a petition filed against Guarantor which seeks relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, and such order, judgment or decree shall remain undischarged or unstayed sixty (60) days after it is entered; or

(f) Guarantor shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution.

ARTICLE IV

MISCELLANEOUS

Section 4.01. Effect Of Bankruptcy Proceedings. This Guaranty shall continue to be effective, or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by Landlord as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made.

Section 4.02. Further Assurances. From time to time upon the request of Landlord, Guarantor shall promptly and duly execute, acknowledge and deliver any and all such further instruments

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and documents necessary for the continuing effectiveness of this Guaranty. In no event shall Guarantor be required to execute and such instrument or document which would modify, amend or change any term or provision hereof.

Section 4.03. Amendments, Waivers, Etc. This Guaranty cannot be amended, modified, waived, changed, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of such amendment, modification, waiver, change, discharge or termination is sought.

Section 4.04. No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of Landlord in exercising any right, power or privilege under this Guaranty or the Lease shall affect any other or future exercise thereof or exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of Landlord under this Guaranty are cumulative and not exclusive of any rights or remedies which Landlord would otherwise have under the Lease, at law or in equity.

Section 4.05. Notices. All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Guaranty shall be in writing unless otherwise expressly permitted hereunder and shall be sent by first-class or first-class express mail, national overnight courier (e.g., Federal Express, UPS), or by facsimile with confirmation of receipt via telephone, in all cases with charges prepaid, and any such properly given notice shall be effective when received or when delivery is refused. All notices shall be sent to the applicable party addressed, if to Landlord, at the address set forth in the Lease with copies thereof to the parties designated to receive copies of notices to Landlord under the Lease, and, if to Guarantor, to OSI Restaurant Partners, LLC, 2202 N. West Shore Boulevard, Suite 500, Tampa, FL 33607, Attention: Chief Financial Officer, Telecopy No.: (813) 282-9195, Confirmation No.: (813) 282-1225, with copies to Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, MA 02199, Attention: Mr. Ian Blasco, Telecopy No.: (617) 516-2010, Confirmation No.: (617) 516-2124, Sullivan & Cromwell LLP, 125 Broad Street, New York, N.Y. 10004-2498, Attention: Arthur Adler, Esq., Telecopy No.: (212) 558-3588, Confirmation No.: (212) 558-3960, Ropes & Gray LLP, One International Place, Boston, MA 02110, Attention: Richard E. Gordet, Esq., Telecopy No.: (617) 951-7050, Confirmation No.: (617) 951-7491 or in accordance with the last unrevoked written direction from such party to the other party.

Section 4.06. Expenses. Guarantor agrees to pay or cause to be paid and to save Landlord harmless against liability for the payment of all reasonable out-of-pocket expenses, including fees and expenses of counsel for Landlord, incurred by Landlord from time to time arising in connection with Landlord’s enforcement or preservation of rights under this Guaranty, including but not limited to such expenses as may be incurred by Landlord in connection with any default by Guarantor of any of its obligations hereunder.

Section 4.07. Survival. All obligations of Guarantor to indemnify Landlord shall survive the payment and performance in full of the Guaranteed Obligations.

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Section 4.08. Severability. If any term or provision of this Guaranty or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Guaranty, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.

Section 4.09. Counterparts. This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

Section 4.10. Governing Law.

(a) This Guaranty was negotiated in New York, and accepted by Landlord in the State of New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects, including, without limiting the generality of the foregoing, matters of construction, validity and performance, this Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contract made and performed in such State and any applicable law of the United States of America. To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty, and the Guaranty shall be governed by and construed in accordance with the laws of the State of New York pursuant to § 5-1401 of the New York General Obligations Law.

(b) Any legal suit, action or proceeding against Guarantor or Landlord arising out of or relating to this Guaranty may be instituted in any federal or state court in New York, New York, pursuant to § 5-1402 of the New York General Obligations Law, and Guarantor waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby agrees that service of process made by notice mailed or delivered to Guarantor in the manner provided for in Section 4.05 hereof (other than by facsimile) shall be deemed in every respect effective service of process upon Guarantor, in any such suit, action or proceeding in the State of New York.

Section 4.11. Successors and Assigns. This Guaranty shall bind Guarantor and its successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns.

Section 4.12. Incorporation of Recitals; Definitions. The recitals set forth on page one (1) of this Guaranty are hereby specifically incorporated into the operative terms of this Guaranty as if fully set forth. Terms not otherwise specifically defined herein shall have the meanings set forth in the Lease.

Section 4.13. Rights of Landlord’s Lender. Guarantor acknowledges that if the rights of Landlord under this Guaranty are assigned to Landlord’s Lender, Landlord’s Lender shall have all of the rights and benefits of Landlord hereunder; provided, however, in no event shall Guarantor be liable to Landlord’s Lender or Landlord for any payment or performance of any Guaranteed Obligation by Guarantor to the other.

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IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date first above written.

OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company
By:	/s/ Joseph Kadow
Title:

Acceptance

PRIVATE RESTAURANT PROPERTIES, LLC, a Delaware limited liability company, hereby accepts this Guaranty and agrees to the terms hereof.

PRIVATE RESTAURANT PROPERTIES, LLC, a Delaware limited liability company
By:	/s/ Richard Renninger
Title:

For the purposes of Section 2.04 hereof, PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company, hereby accepts this Guaranty and agrees to the terms hereof.

PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company
By:	/s/ Karen Bremer
Title:

Signature Page to Guaranty

EX-10.4

Exhibit 10.4

         of                 

For recorder’s use:

Tax Stamp: $ 00.00

Recording Fee: $                 

Return to:

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

Between

GERMAN AMERICAN CAPITAL CORPORATION

having an address at

60 Wall Street, 10^th Floor, New York, New York 10005

and

BANK OF AMERICA, N.A.

having an address at

Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255

collectively, as Lender

And

Private Restaurant Master Lessee, LLC

having an address at

c/o 2202 North Westshore Boulevard, Suite 500, Tampa, FL 33607

As Agreed & Consented To by

Private Restaurant Properties, LLC

having an address at

c/o 2202 North Westshore Boulevard, Suite 470A, Tampa, FL 33607

Dated as of                     , 2007

Prepared by and Record and Return to:

Harvey R. Uris, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Subordination Non-Disturbance and Attornment Agreement

SUBORDINATION,

NON-DISTURBANCE AND ATTORNMENT AGREEMENT

(Cover Sheet Continued)

With respect to the Individual Properties located in the State of                      as set forth on this Cover Sheet:

                         County,                                         

                         County,                                         

                         County,                                         

Subordination Non-Disturbance and Attornment Agreement

69

Drafted by and After Recording Return to:

Harvey R. Uris, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

SUBORDINATION,

NON-DISTURBANCE AND ATTORNMENT AGREEMENT

(Private Restaurant Properties, LLC)

THIS AGREEMENT, dated as of                     , 2007, between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005 and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and, collectively, “Lender”), and Private Restaurant Master Lessee, LLC, a [Delaware limited liability company], having an address at c/o 2202 North Westshore Boulevard, Suite 470A, Tampa, FL 33607 (hereinafter called “Master Lessee”).

RECITALS:

WHEREAS, by that certain Master Lease (as the same may be amended or modified from time to time in accordance with the terms thereof, the “Lease”), dated as of                     , 2007, between Private Restaurant Properties, LLC, a Delaware limited liability company (hereinafter called “Master Lessor”), as master lessor, and Master Lessee, as master lessee, Master Lessor has agreed to lease to Master Lessee the parcels of land and improvements located thereon more particularly described in Schedule “A” annexed hereto and made a part hereof (collectively, the “Property”);

Subordination Non-Disturbance and Attornment Agreement

WHEREAS, simultaneously with the execution and delivery hereof, Lender is making a loan to Master Lessor, which loan shall be secured by, among other things, a Combined Fee and Leasehold Multistate Mortgage, Deed to Secure Debt, Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Master Lease, Subleases, Rents, and Security Deposits dated as of the date hereof from the Master Lessor (which instrument, and all amendments, renewals, increases, modifications, replacements, substitutions, extensions, spreaders and consolidations thereof and all re-advances thereunder and additions thereto, is referred to as the “Security Instrument”) encumbering the Property. Capitalized terms not defined herein shall have the meanings ascribed to them in the Security Instrument; and

WHEREAS, Lender and Master Lessee desire to confirm their understanding and agreement with respect to the Lease and the Security Instrument.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, Lender and Master Lessee hereby agree and covenant as follows:

1. The Lease, and all of the terms, covenants, provisions and conditions thereof (including, without limitation, any right of first refusal, right of first offer, option or any similar right with respect to the sale or purchase of the Property, or any portion thereof) is, shall be and shall at all times remain and continue to be subject and subordinate in all respects to the lien, terms, covenants, provisions and conditions of the Security Instrument and to all advances and re-advances made thereunder and all sums secured thereby. This provision shall be self-operative but Master Lessee shall execute and deliver any additional instruments which Lender may reasonably require to effect such subordination.

2. (A) So long as no default by Master Lessee in the payment of rent or other amounts due under the Lease, or in the performance or observance of any of the other terms, covenants, provisions or conditions of the Lease on Master Lessee’s part to be performed or observed has occurred and has continued to exist for such period of time (after the giving of any notice required to be given under the Lease) as would entitle Master Lessor to terminate the Lease (hereinafter, an “Event of Default”) and the Lease is in full force and effect: (a) Master Lessee’s possession of the Premises and Master Lessee’s leasehold interest, rights and privileges under the Lease, including any extensions or renewals thereof which may be effected in accordance with any option therefor which is contained in the Lease, shall not be diminished, disturbed or interfered with by Lender, and Master Lessee’s occupancy of the Premises shall not be disturbed by Lender for any reason whatsoever during the term of the Lease or any such extensions or renewals thereof and (b) the Master Lease, and Master Lessee’s rights thereunder, will remain in full force and effect following (and Master Lessee’s use and possession of the Premises will not be disturbed as a result of) the foreclosure of the Security Instrument by any non-judicial foreclosure or trustee’s sale of the Property, and Lender will not join Master Lessee as a party defendant in any action or proceeding to foreclose the Security Instrument or to enforce any rights or remedies of Lender under the Security Instrument which would cut-off, destroy, terminate or extinguish the Lease or Master Lessee’s interest and estate under the Lease. Notwithstanding the foregoing provisions of this paragraph, if it would be procedurally disadvantageous for Lender not to name or join Master Lessee as a party in a foreclosure proceeding with respect to the Security

Subordination Non-Disturbance and Attornment Agreement

Instrument, Lender may so name or join Master Lessee without in any way diminishing or otherwise affecting the rights and privileges granted to, or inuring to the benefit of, Master Lessee under this Agreement.

(B) Upon the occurrence of an Event of Default on the part of Master Lessee under the Lease, Lender shall have the absolute and unconditional right to (i) terminate the Lease, or cause Master-Lessor to terminate the Lease at Lender’s direction, with respect to all or any portion of the Property by providing written notice thereof to Master Lessee, at which time Master Lessee shall immediately pay directly to Lender all sums payable under the Lease to and including the Termination Date and immediately vacate the Property on the Termination Date, or (ii) exercise and enforce or cause Master Lessor to exercise and enforce any rights of Master Lessor under the Lease. As used herein, “Termination Date” shall mean the date specified in written notice from Lender to Master Lessee that Lender has elected to terminate the Lease.

3. (A) Master Lessee agrees to (a) make all payments of Master Lease Scheduled Rent directly to the Collection Account [Term not defined in Security Instrument or Loan Agreement] at all times during the term of the Loan and (b) make all payment of Master Lease Variable Additional Rent directly to the Collection Account at all times during the continuance of an Event of Default under the Master Lease.

(B) In addition, if Lender (or its nominee or designee) shall succeed to the rights of Master Lessor under the Lease through possession or foreclosure action, delivery of a deed or otherwise, or another person purchases the Property or the portion thereof containing the Property upon or following foreclosure of the Security Instrument or in connection with any bankruptcy case commenced by or against Master Lessor (Lender, its nominees and designees, and such purchaser, and their respective successors and assigns, each being a “Successor-Master Lessor”), then, Master Lessee shall attorn to and recognize Successor-Master Lessor as Master Lessee’s Master Lessor under the Lease. Upon such attornment, the Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor-Master Lessor and Master Lessee upon all terms, conditions and covenants as are set forth in the Lease. If the Lease shall have terminated by operation of law or otherwise as a result of or in connection with a bankruptcy case commenced by or against Master Lessor or a judicial or non-judicial foreclosure action or proceeding or delivery of a deed in lieu of foreclosure or otherwise, upon request of Successor-Master Lessor, Master Lessee shall promptly execute and deliver a direct lease with Successor-Master Lessor which direct lease shall be on the same terms and conditions as the Lease (subject, however, to the provisions of clauses (i)-(v) of this paragraph 3(B)) and shall be effective as of the day the Lease shall have terminated as aforesaid. Notwithstanding the continuation of the Lease, the attornment of Master Lessee thereunder or the execution of a direct lease between Successor-Master Lessor and Master Lessee as aforesaid, Successor-Master Lessor shall not:

(i) be liable for any act or omission of Master Lessor under the Lease;

(ii) be subject to any off-set, defense or counterclaim which shall have theretofore accrued to Master Lessee against Master Lessor;

Subordination Non-Disturbance and Attornment Agreement

69

(iii) be bound by any modification of the Lease or by any previous prepayment of rent or additional rent made more than one (1) month prior to the date same was due which Master Lessee might have paid to Master Lessor, unless such modification or prepayment shall have been expressly approved in writing by Lender;

(iv) be liable for any security deposited under the Lease unless such security has been physically delivered to Lender or Successor-Master Lessor;

(v) be liable or obligated to comply with or fulfill any of the obligations of the Master Lessor under the Lease or any agreement relating thereto with respect to the construction of, or payment for, improvements on or above the Property (or any portion thereof), leasehold improvements, Master Lessee work letters and/or similar items (other than pursuant to the casualty/condemnation restoration provisions of the Lease to the extent of casualty proceeds or condemnation awards paid to the Lender or successor Master Lessor);

(vi) be bound by any obligation to provide or pay for any services, repairs, maintenance or restoration provided for under the Lease arising prior to the date that Lender or Successor-Master Lessor becomes the Master Lessor of Master Lessee (except to the extent of casualty proceeds or condemnation awards paid to Lender or successor Master Lessor); or

(vii) be bound by any obligation to repair, replace, rebuild, or restore the Property or any part thereof, in the event of damage by fire or other casualty, or in the event of partial condemnation (other than pursuant to the casualty/condemnation restoration provisions of the Lease to the extent of casualty proceeds or condemnation awards paid to the Lender or successor Master Lessor).

4. Master Lessee agrees that without the prior written consent of Lender, it shall not (a) amend, modify (in any material respects), terminate or cancel the Lease or any extensions or renewals thereof, (b) tender a surrender of the Lease, (c) make a prepayment of any rent or additional rent more than one (1) month in advance of the due date thereof, or (d) except to the extent required by the terms of the Lease, subordinate or permit the subordination of the Lease to any lien subordinate to the Security Instrument or allow to exist any lien against the Property. Any such purported action without such consent shall be void as against the holder of the Security Instrument.

5. (A) Master Lessee shall promptly notify Lender of any default by Master Lessor under the Lease and of any act or omission of Master Lessor which in either case would give Master Lessee the right to cancel or terminate the Lease or to claim a partial or total eviction.

(B) In the event of a default by Master Lessor under the Lease which would give Master Lessee the right, immediately or after the lapse of a period of time, to cancel or terminate the Lease, to claim a partial or total eviction, or entitle Master Lessee to an off-set against rent under the Lease, or in the event of any other act or omission of Master Lessor which would give Master Lessee the right to cancel or terminate the Lease, Master Lessee shall not exercise such right (i) until Master Lessee has given written

Subordination Non-Disturbance and Attornment Agreement

69

notice of such default, act or omission to Lender and (ii) unless Lender has failed, within thirty (30) days after Lender receives such notice, to cure or remedy the default, act or omission or, if such default, act or omission shall be one which is not reasonably capable of being remedied by Lender within such thirty (30) day period, until a reasonable period for remedying such default, act or omission shall have elapsed following the giving of such notice and following the time when Lender shall have become entitled under the Security Instrument to remedy the same (which reasonable period shall in no event be less than the period to which Master Lessor would be entitled under the Lease or otherwise, after similar notice, to effect such remedy), provided that Lender shall with due diligence give Master Lessee written notice of its intention to and shall commence and continue to, remedy such default, act or omission. If Lender cannot reasonably remedy a default, act or omission of Master Lessor until after Lender obtains possession of the Property, Master Lessee may not terminate or cancel the Lease or claim a partial or total eviction by reason of such default, act or omission until the expiration of a reasonable period necessary for the remedy after Lender secures possession of the Property.

(C) Notwithstanding the foregoing, Lender shall have no obligation hereunder to remedy such default, act or omission.

6. To the extent that the Lease shall entitle Master Lessee to notice of the existence of any mortgage and the identity of any mortgagee or any ground lessor, this Agreement shall constitute such notice to Master Lessee with respect to the Security Instrument and Lender.

7. Upon and after the occurrence of a default under the Security Instrument, which is not cured after any applicable notice and/or cure periods, Lender shall be entitled, but not obligated, to exercise the claims, rights, powers, privileges and remedies of Master Lessor under the Lease and shall be further entitled to the benefits of, and to receive and enforce performance of, all of the covenants to be performed by Master Lessee under the Lease as though Lender were named therein as Master Lessor.

8. Anything herein or in the Lease to the contrary notwithstanding, in the event that a Successor-Master Lessor shall acquire title to the Property or the portion thereof containing the Property, Successor-Master Lessor shall have no obligation, nor incur any liability, beyond Successor-Master Lessor’s then interest, if any, in the Property, and Master Lessee shall look exclusively to such interest, if any, of Successor-Master Lessor in the Property for the payment and discharge of any obligations imposed upon Successor-Master Lessor hereunder or under the Lease. Master Lessee agrees that, with respect to any money judgment which may be obtained or secured by Master Lessee against Successor-Master Lessor, Master Lessee shall look solely to the estate or interest owned by Successor-Master Lessor in the Property (including, without limitation, the rents, issues and profits therefrom), and Master Lessee will not collect or attempt to collect any such judgment out of any other assets of Successor-Master Lessor.

9. Except as specifically provided in this Agreement, Lender shall not, by virtue of this Agreement, the Security Instrument or any other instrument to which Lender may be a party, be or become subject to any liability or obligation to Master Lessee under the Lease or otherwise.

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69

10. (A) Master Lessee acknowledges and agrees that this Agreement satisfies and complies in all respects with the provisions of Article XV of the Lease and that this Agreement supersedes (but only to the extent inconsistent with) the provisions of such Article and any other provision of the Lease relating to the priority or subordination of the Lease and the interests or estates created thereby to the Security Instrument.

(B) Master Lessee agrees to enter into a subordination, non-disturbance and attornment agreement with any lender which shall succeed Lender as lender with respect to the Property, or any portion thereof, provided such agreement is the same as this Agreement. Master Lessee does herewith irrevocably appoint and constitute Lender as its true and lawful attorney-in-fact in its name, place and stead to execute such subordination, non-disturbance and attornment agreement, without any obligation on the part of Lender to do so. This power, being coupled with an interest, shall be irrevocable as long as the Indebtedness secured by the Security Instrument remains unpaid. Lender agrees not to exercise its rights under the preceding two sentences if Master Lessee promptly enters into the subordination, non-disturbance and attornment agreement as required pursuant to the first sentence of this subparagraph (B).

11. (A) Any notice required or permitted to be given by Master Lessee to Master Lessor shall be simultaneously given also to Lender. Performance by Lender shall satisfy any conditions of the Lease requiring performance by Master Lessor, and Lender shall have a reasonable time to complete such performance as provided in Paragraph 5 hereof.

(B) All notices or other communications required or permitted to be given to Master Lessee or to Lender pursuant to the provisions of this Agreement shall be in writing and shall be deemed given only if mailed by United States registered mail, postage prepaid, or if sent by nationally recognized overnight delivery service (such as Federal Express or United States Postal Service Express Mail), addressed as follows (or to such other address or number as such party may hereafter designate by notice delivered in accordance herewith):

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69

If to Lender:	German American Capital Corporation
	60 Wall Street, 10th floor
	New York, NY 10005
	Attention: John Beacham and General Counsel
	Telecopy No.: (732) 578-4639
	Confirmation No.: (212) 250-0164
and to:	Bank of America, N.A.
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Mail Code: NC1-026-06-01
	Charlotte, North Carolina 28255
	Telephone: (866) 531-0957
	Facsimile: (704) 317-4501
With a copy to:	Servicer, at such notice address as shall be designated by notice delivered in accordance with the Security Instrument
With a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP
	Four Times Square
	New York, New York 10036
	Attention: Harvey R. Uris, Esq.
	Telecopy No.: (917) 777-2212
	Confirmation No.: (212) 735-3000
If to Master Lessee:	Private Restaurant Master Lessee, LLC
	c/o 2202 North Westshore Boulevard, Suite 500
	Tampa, FL 33607
	Attention: Vice President of Real Estate
	Telecopy No.: (813) 282-1225
	Confirmation No.: (813) 281-2114
With a copy to:	Bain Capital Partners, LLC
	111 Huntington Avenue
	Boston, MA 02199
	Attention: Mr. John Tudor
	Telecopy No.: (617) 516-2010
	Confirmation No.: (617) 516-2194
With a copy to:	Sullivan & Cromwell LLP
	125 Broad Street
	New York, N.Y. 10004-2498
	Attention: Arthur Adler, Esq.
	Telecopy No.: (212) 558-3588
	Confirmation No.: (212) 558-3960

Subordination Non-Disturbance and Attornment Agreement

69

With a copy to:	Ropes & Gray LLP
	One International Place
	Boston, MA 02110
	Attention: Richard Gordet, Esq.
	Telecopy No.: 617-235-0480 or 617-951-7050
	Confirmation No.: 617-951-7491

All such notices shall be deemed given three (3) business days after delivery to the United States Post office registry clerk if given by registered mail, or on the next business day after delivery to an overnight delivery courier.

12. This Agreement may be modified only by an agreement in writing signed by the parties hereto, or their respective successors-in-interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and assigns. The term “Lender” shall mean the then holder of the Security Instrument. The term “Master Lessor” shall mean the then holder of the Master Lessor’s interest in the Lease. The term “person” shall mean an individual, joint venture, corporation, partnership, trust, limited liability company, unincorporated association or other entity. All references herein to the Lease shall mean the Lease as modified by this Agreement and to any amendments or modifications to the Lease which are consented to in writing by Lender. Any inconsistency between the Lease and the provisions of this Agreement shall be resolved, to the extent of such inconsistency, in favor of this Agreement.

13. Master Lessee hereby represents to Lender as follows:

(A) The Lease is in full force and effect and has not been further amended.

(B) There has been no assignment of the Lease.

(C) There are no oral or written agreements or understandings between Master Lessor and Master Lessee relating to the premises demised under the Lease or the Lease transaction except as set forth in the Lease.

(D) The execution of the Lease was duly authorized and the Lease is in full force and effect and to the best of Master Lessee’s knowledge there exists no default (beyond any applicable grace period) on the part of either Master Lessee or Master Lessor under the Lease.

(E) There has not been filed by or against nor to the best of the knowledge and belief of Master Lessee is there threatened against Master Lessee, any petition under the bankruptcy laws of the United States.

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69

(F) To the best of Master Lessee’s knowledge, there has not been any assignment, hypothecation or pledge of the Lease or rents accruing under the Lease by Master Lessor, other than pursuant to the terms of the Lease or to Lender.

14. Whenever, from time to time, reasonably requested by Lender (but not more than once during any calendar year), Master Lessee shall execute and deliver to or at the direction of Lender, and without charge to Lender, one or more written certifications, in a form acceptable to Master Lessee, of all of the matters set forth in Paragraph 13 above, and any other information the Lender may reasonably require to confirm the current status of the Lease.

15. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Agreement.

16. BOTH MASTER LESSEE AND LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located.

[SIGNATURE PAGE FOLLOWS]

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69

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written:

Witness #1 as to Premises in DE, FL, PA & SC:	MASTER LESSEE:
	PRIVATE RESTAURANT MASTER LESSEE, LLC,
Name:	a Delaware limited liability company
	By:		(Seal)
Witness #2 as to Premises in FL, PA & SC:	Name:	Karen Bremer
	Title:	Vice President of Real Estate
Name:
PA ONLY
I hereby certify that:
The principal place of business and complete post office address of Lender is: c/o German American Capital Corporation 60 Wall Street, 10th Floor New York, New York 10005
On behalf of Lender

GA ONLY

Signed, sealed and delivered

in the presence of:

Unofficial Witness

Notary Public

My Commission expires:

[NOTARY SEAL]

Subordination Non-Disturbance and Attornment Agreement

69

THUS DONE & PASSED by Master Lessee on this      day of April, 2007, but to be effective as of                 , 2007, in my presence and in the presence of the undersigned competent witnesses who hereunto sign their names with Master Lessee and me, Notary.

Witness #1 as to Premises in LA:	MASTER LESSEE:
	PRIVATE RESTAURANT MASTER LESSEE, LLC,
Name:	a Delaware limited liability company
Witness #2 as to Premises in LA:	By:
	Name:	Karen Bremer
	Title:	Vice President Real Estate
Name:

Notary Public

State of                      County of                     

My Commission Expires:                    

Notary #:                    

Subordination Non-Disturbance and Attornment Agreement

State of New York

County of New York

On April     , 2007, before me, the undersigned officer, personally appeared Karen Bremer, who acknowledged herself to me (or proved to me on the basis of satisfactory evidence) to be the Vice President of Real Estate of the limited liability company (hereinafter, the “LLC”); and that as such Vice President of Real Estate, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by herself in her authorized capacity as such Vice President of Real Estate as her free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal.

Notary Public

If this instrument was executed in NY or CA and affects real property outside NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and is supplemental to the foregoing acknowledgment, OR if this instrument was executed in NY or CA and affects real property in NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and supersedes the foregoing acknowledgment:

On April     , 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared Karen Bremer, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

My commission expires:

I affirm under the penalties for perjury that I have taken reasonable care to redact each social

security number in this document, unless required by law. Harvey Uris

This instrument is prepared by:

Harvey R. Uris, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3305

Subordination Non-Disturbance and Attornment Agreement

MISSOURI ACKNOWLEDGMENT

STATE OF NEW YORK	)
	)	SS.
COUNTY OF NEW YORK	)

On this      day of April in the year 2007, before me,                    , a Notary Public in and for said state, personally appeared Karen Bremer, Vice President of Real Estate of Private Restaurant Master Lessee, LLC, a Delaware limited liability company, known to me to be the person who executed the within Subordination, Non-Disturbance and Attornment Agreement on behalf of said limited liability company and acknowledged to me that she executed the same for the purposes therein stated.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office in                     ,                     , the day and year last above written.

Notary Public in and for

said County and State

Print Name

My Commission Expires:

Subordination Non-Disturbance and Attornment Agreement

TENNESSEE ACKNOWLEDGMENT

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)

Before me,                                                              , a Notary Public of said County and State, personally appeared Karen Bremer, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged herself to be Vice President of Real Estate (or other officer authorized to execute the instrument) of Private Restaurant Master Lessee, LLC, the within named bargainor, a Delaware limited liability company, and that Karen Bremer as such Vice President of Real Estate executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by herself as its Vice President of Real Estate.

Witness my hand and seal, at Office in                                 , this      day of April, 2007.

Notary Public

My Commission Expires:

Subordination Non-Disturbance and Attornment Agreement

AGREED AND CONSENTED TO:

Witness #1 as to Premises in DE, FL, PA & SC:	MASTER LESSOR:
	PRIVATE RESTAURANT MASTER LESSOR, LLC,
Name:	a Delaware limited liability company
	By:		(Seal)
Witness #2 as to Premises in FL, PA & SC:	Name:	Richard Renninger
	Title:	Senior Vice President of Real Estate
Name:

GA ONLY

Signed, sealed and delivered

in the presence of:

Unofficial Witness

Notary Public

My Commission expires:

[NOTARY SEAL]

Subordination Non-Disturbance and Attornment Agreement

69

THUS DONE & PASSED by Master Lessor on this      day of April, 2007, but to be effective as of                 , 2007, in my presence and in the presence of the undersigned competent witnesses who hereunto sign their names with Master Lessor and me, Notary.

Witness #1 as to Premises in LA:	MASTER LESSOR:
	PRIVATE RESTAURANT MASTER LESSOR, LLC,
Name:	a Delaware limited liability company
Witness #2 as to Premises in LA:	By:
	Name:	Richard Renninger
	Title:	Senior Vice President Real Estate
Name:

Notary Public

State of                      County of                     

My Commission Expires:                    

Notary #:                    

Subordination Non-Disturbance and Attornment Agreement

State of New York

County of New York

On April     , 2007, before me, the undersigned officer, personally appeared Richard Renninger, who acknowledged himself to me (or proved to me on the basis of satisfactory evidence) to be the Senior Vice President of Real Estate of the limited liability company (hereinafter, the “LLC”); and that as such Senior Vice President of Real Estate, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself in his authorized capacity as such Senior Vice President of Real Estate as his free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal.

Notary Public

If this instrument was executed in NY or CA and affects real property outside NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and is supplemental to the foregoing acknowledgment, OR if this instrument was executed in NY or CA and affects real property in NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and supersedes the foregoing acknowledgment:

On April     , 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared Richard Renninger, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

My commission expires:

I affirm under the penalties for perjury that I have taken reasonable care to redact each social

security number in this document, unless required by law. Harvey Uris

This instrument is prepared by:

Harvey R. Uris, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3305

Subordination Non-Disturbance and Attornment Agreement

MISSOURI ACKNOWLEDGMENT

STATE OF NEW YORK	)
	)	SS.
COUNTY OF NEW YORK	)

On this      day of April in the year 2007, before me,                    , a Notary Public in and for said state, personally appeared Richard Renninger, Senior Vice President of Real Estate of Private Restaurant Master Lessor, LLC, a Delaware limited liability company, known to me to be the person who executed the within Subordination, Non-Disturbance and Attornment Agreement on behalf of said limited liability company and acknowledged to me that he executed the same for the purposes therein stated.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office in                     ,                     , the day and year last above written.

Notary Public in and for

said County and State

Print Name

My Commission Expires:

Subordination Non-Disturbance and Attornment Agreement

TENNESSEE ACKNOWLEDGMENT

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)

Before me,                                                              , a Notary Public of said County and State, personally appeared Richard Renninger, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be Senior Vice President of Real Estate (or other officer authorized to execute the instrument) of Private Restaurant Master Lessor, LLC, the within named bargainor, a Delaware limited liability company, and that Richard Renninger as such Senior Vice President of Real Estate executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as its Senior Vice President of Real Estate.

Witness my hand and seal, at Office in                                 , this      day of April, 2007.

Notary Public

My Commission Expires:

Subordination Non-Disturbance and Attornment Agreement

Witness #1 as to Premises in DE, FL, PA & SC:	LENDER
	GERMAN AMERICAN CAPITAL CORPORATION,
Name:	a Maryland corporation
	By:
Witness #2 as to Premises in FL, PA & SC:	Name:
	Title:
Name:
GA ONLY	Corporate Seal
Signed, sealed and delivered in the presence of:
Unofficial Witness
Notary Public

My Commission expires:

[NOTARY SEAL]

Witness #1 as to Premises in DE, FL, PA & SC:
	By:
Name:	Name:
	Title:
Witness #2 as to Premises in FL, PA & SC:
	Corporate Seal
Name:
GA ONLY
Signed, sealed and delivered in the presence of:
Unofficial Witness
Notary Public

My Commission expires:

[NOTARY SEAL]

Subordination Non-Disturbance and Attornment Agreement

69

THUS DONE & PASSED by Lender on this      day of                     , 2007, but to be effective as of                     , 2007, in my presence and in the presence of the undersigned competent witnesses who hereunto sign their names with Lender and me, Notary.

Witness #1 as to Premises in LA:	LENDER:
	GERMAN AMERICAN CAPITAL CORPORATION,
Name:	a Maryland corporation
	By:
Witness #2 as to Premises in LA:	Name:
	Title:
Name:	Corporate Seal

	Notary Public
State of                      County of
My Commission Expires:
Notary #:

THUS DONE & PASSED by Lender on this      day of                     , 2007, but to be effective as of                     , 2007, in my presence and in the presence of the undersigned competent witnesses who hereunto sign their names with Lender and me, Notary.

Witness #1 as to Premises in LA:	LENDER:
	GERMAN AMERICAN CAPITAL CORPORATION,
Name:	a Maryland corporation
	By:
Witness #2 as to Premises in LA:	Name:
	Title:
Name:	Corporate Seal

	Notary Public
State of                      County of
My Commission Expires:
Notary #:

Subordination Non-Disturbance and Attornment Agreement

69

State of New York

County of New York

On                     , 2007, before me, the undersigned officer, personally appeared                                 , who acknowledged himself / herself to me (or proved to me on the basis of satisfactory evidence) to be the officer of the corporation (hereinafter, the “corporation”); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself / herself in his / her authorized capacity as such officer as his / her free and voluntary act and deed and the free and voluntary act and deed of said corporation. Witness my hand and official seal.

Notary Public

My Commission Expires

Acting in                                          County.

If this instrument was executed in NY or CA and affects real property outside NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and is supplemental to the foregoing acknowledgment, OR if this instrument was executed in NY or CA and affects real property in NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and supercedes the foregoing acknowledgment:

On                     ,2007, before me, the undersigned, a Notary Public in and for said State, personally appeared                                                              , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he / she / they executed the same in his / her / their capacity(ies), and that by his / her / their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

My Commission Expires

Acting in                                          County.

Subordination Non-Disturbance and Attornment Agreement

69

State of New York

County of New York

On                     , 2007, before me, the undersigned officer, personally appeared                                 , who acknowledged himself / herself to me (or proved to me on the basis of satisfactory evidence) to be the officer of the corporation (hereinafter, the “corporation”); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself / herself in his / her authorized capacity as such officer as his / her free and voluntary act and deed and the free and voluntary act and deed of said corporation. Witness my hand and official seal.

Notary Public

My Commission Expires

Acting in                                          County.

If this instrument was executed in NY or CA and affects real property outside NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and is supplemental to the foregoing acknowledgment, OR if this instrument was executed in NY or CA and affects real property in NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and supercedes the foregoing acknowledgment:

On                     ,2007, before me, the undersigned, a Notary Public in and for said State, personally appeared                                                              , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he / she / they executed the same in his / her / their capacity(ies), and that by his / her / their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

My Commission Expires

Acting in                                          County.

Subordination Non-Disturbance and Attornment Agreement

69

MISSOURI ACKNOWLEDGMENT – WITH CORPORATE SEAL

STATE OF NEW YORK	)
	)	SS.
COUNTY OF NEW YORK	)

On this      day of                     , 2007, before me, appeared                                         , to me personally known, who being by me duly sworn, did say that he/she is the                                          of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, that the seal affixed to the foregoing instrument is the corporate seal of the corporation, that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and acknowledged said instrument to be the free act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office in                                         ,                                         , the day and year last above written.

Printed Name:

Notary Public in and for

said County and State

My Commission Expires:

(The Notary Public must type or print his/her name immediately beneath his/her signature.)

Subordination Non-Disturbance and Attornment Agreement

69

MISSOURI ACKNOWLEDGMENT – WITH CORPORATE SEAL

STATE OF NEW YORK	)
	)	SS.
COUNTY OF NEW YORK	)

On this      day of                     , 2007, before me, appeared                                         , to me personally known, who being by me duly sworn, did say that he/she is the                                          of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, that the seal affixed to the foregoing instrument is the corporate seal of the corporation, that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and acknowledged said instrument to be the free act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office in                                         ,                                         , the day and year last above written.

Printed Name:

Notary Public in and for

said County and State

My Commission Expires:

(The Notary Public must type or print his/her name immediately beneath his/her signature.)

Subordination Non-Disturbance and Attornment Agreement

69

TENNESSEE ACKNOWLEDGMENT

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)

Before me,                                                      , a Notary Public of said County and State, personally appeared                     , with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself/herself to be                     (or other officer authorized to execute the instrument) of GERMAN AMERICAN CAPITAL CORPORATION, the within named lender, a Maryland corporation, and that                      as such                      executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as its                     .

Witness my hand and seal, at Office in                                 , this      day of April, 2007.

Notary Public

My Commission Expires:

Subordination Non-Disturbance and Attornment Agreement

TENNESSEE ACKNOWLEDGMENT

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)

Before me,                                                      , a Notary Public of said County and State, personally appeared                     , with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself/herself to be                     (or other officer authorized to execute the instrument) of GERMAN AMERICAN CAPITAL CORPORATION, the within named lender, a Maryland corporation, and that                      as such                      executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as its                     .

Witness my hand and seal, at Office in                                         , this      day of April, 2007.

Notary Public

My Commission Expires:

Subordination Non-Disturbance and Attornment Agreement

Witness #1 as to Premises in DE, FL, PA & SC:	BANK OF AMERICA, N.A., a national banking association
	By:
Name:	Name:
	Title:
Witness #2 as to Premises in FL, PA & SC:
Name:

GA ONLY

Signed, sealed and delivered

in the presence of:

Unofficial Witness

Notary Public

My Commission expires:

[NOTARY SEAL]

Subordination Non-Disturbance and Attornment Agreement

69

THUS DONE & PASSED by Lender on this      day of                 , 2007, but to be effective as of                 , 2007, in my presence and in the presence of the undersigned competent witnesses who hereunto sign their names with Lender and me, Notary.

Witness #1 as to Premises in LA:	LENDER:
	BANK OF AMERICA, N.A.,
Name:	a national banking association
Witness #2 as to Premises in LA:	By:
	Name:
	Title:
Name:

Notary Public

State of                      County of                     

My Commission Expires:                    

Notary #:                    

Subordination Non-Disturbance and Attornment Agreement

69

State of New York

County of New York

On                     , 2007, before me, the undersigned officer, personally appeared                                         , who acknowledged himself / herself to me (or proved to me on the basis of satisfactory evidence) to be the officer of the corporation (hereinafter, the “corporation”); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself / herself in his / her authorized capacity as such officer as his / her free and voluntary act and deed and the free and voluntary act and deed of said corporation. Witness my hand and official seal.

Notary Public

My Commission Expires

Acting in County.

If this instrument was executed in NY or CA and affects real property outside NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and is supplemental to the foregoing acknowledgment, OR if this instrument was executed in NY or CA and affects real property in NY or CA, the following is the prescribed NY and CA statutory form of acknowledgment and supercedes the foregoing acknowledgment:

On                     ,2007, before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he / she / they executed the same in his / her / their capacity(ies), and that by his / her / their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

My Commission Expires

Acting in County.

Subordination Non-Disturbance and Attornment Agreement

69

MISSOURI ACKNOWLEDGMENT

STATE OF NEW YORK	)
	)	SS.
COUNTY OF NEW YORK	)

On this      day of                  in the year 2007, before me,                                                  , a Notary Public in and for said state, personally appeared                                 , officer of BANK OF AMERICA, N.A., a national banking association, known to me to be the person who executed the within Subordination, Non-Disturbance and Attornment Agreement on behalf of said association and acknowledged to me that he/she executed the same for the purposes therein stated.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my office in                                         ,                                         , the day and year last above written.

Notary Public in and for

said County and State

Print Name

My Commission Expires:

Subordination Non-Disturbance and Attornment Agreement

69

TENNESSEE ACKNOWLEDGMENT

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)

Before me,                                         , a Notary Public of said County and State, personally appeared                     , with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself/herself to be                     (or other officer authorized to execute the instrument) of BANK OF AMERICA, N.A., the within named lender, a national banking association, and that                      as such                      executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself/herself as its                     .

Witness my hand and seal, at Office in                                         , this      day of April, 2007.

Notary Public

My Commission Expires:

Subordination Non-Disturbance and Attornment Agreement

SCHEDULE A

Legal Description of Property

Common Address:

Tax Parcel Number:

Subordination Non-Disturbance and Attornment Agreement

EX-10.5

Exhibit 10.5

ENVIRONMENTAL INDEMNITY

ENVIRONMENTAL INDEMNITY, is made as of June 14, 2007 (this “Agreement”), by OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), and PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company (“Master Lessee,” and collectively with OSI, the “Indemnitor”), each having an office at c/o 2202 N. West Shore Blvd., Suite 500, Tampa, Florida 33607, for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and collectively, “Lender”).

RECITALS:

WHEREAS, Private Restaurant Properties, LLC, a Delaware limited liabilty company (“Borrower”) is the owner of the fee or leasehold interests in a portfolio of restaurant properties more particularly described in Exhibit A attached hereto and incorporated herein (collectively, the “Property”);

WHEREAS, on the date hereof, in accordance with the terms of a Loan and Security Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between Lender, as lender, and Borrower, as borrower, Lender is making a loan to Borrower in the principal amount of $475,000,000 (the “Loan”), which Loan is evidenced by that certain Note in the principal amount of the Loan, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), made by Borrower in favor of Lender and secured by that certain Combined Fee and Leasehold Multistate Mortgage, Deed to Secure Debt, Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Master Lease, Subleases, Rents and Security Deposits, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Security Instrument”), from Borrower to Lender and to certain trustees for the benefit of Lender and the other Loan Documents (as defined in the Loan Agreement);

WHEREAS, Master Lessee leases the Property pursuant to that certain Master Lease, dated as of the date hereof (the “Master Lease”), between Master Lessee and Borrower;

WHEREAS, OSI is the owner of a direct or indirect beneficial interest in Master Lessee and has guaranteed the obligations of Master Lessee under the Master Lease pursuant to that certain Guaranty, dated as of the date hereof (the “Master Lease Guaranty”) made by OSI to and for the benefit of Borrower;

WHEREAS, Indemnitor will derive substantial benefit from the Master Lease;

WHEREAS, as a condition to entering into the Master Lease, Borrower has required Indemnitor to deliver this Agreement for the benefit of Lender; and

WHEREAS, the foregoing recitals are intended to form an integral part of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor agrees as follows:

1. Definitions. The following terms shall have the meaning ascribed thereto:

“Agreement”: Shall have the meaning provided in the first paragraph.

“Borrower”: Shall have the meaning provided in the Recitals.

“Environmental Law”: Shall mean any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards, or the environment, or any Hazardous Materials, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).

“Hazardous Materials”: Shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include:

(i) “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund

2

Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common maintenance and cleaning products regularly found at properties with a standard of operation and maintenance comparable to the Property;

(ii) “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder;

(iii) “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

(iv) “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

“Indemnified Parties”: Shall mean Lender, its parent, subsidiaries and affiliates, each of their respective shareholders, directors, officers, employees and agents, and the successors and assigns of any of them; and “Indemnified Party” shall mean any one of the Indemnified Parties.

“Indemnitor”: Shall have the meaning provided in the first paragraph.

“Lender”: Shall have the meaning provided in the first paragraph.

“Loan Agreement”: Shall have the meaning provided in the Recitals.

“Master Lease”: Shall have the meaning provided in the Recitals.

“Master Lease Guaranty”: Shall have the meaning provided in the Recitals.

“Master Lessee”: Shall have the meaning provided in the first paragraph.

“Note”: Shall have the meaning provided in the Recitals.

“OSI”: Shall have the meaning provided in the first paragraph.

“Release”: Shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning, or disposing into the environment.

“Security Instrument”: Shall have the meaning provided in the Recitals.

“Threat of Release”: Shall mean a substantial likelihood of a Release which requires action to prevent or mitigate damage to the environment which may result from such Release.

(b) Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Loan Agreement, unless otherwise expressly provided herein. All references to sections shall be deemed to be references to Sections of this Agreement, unless otherwise indicated.

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2. Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Borrower or any Indemnified Party: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor, (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual Property, whether or not caused by or within the control of Indemnitor first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property, any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials first occurring prior to Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and

4

distinct from its obligations under the Master Lease and Master Lease Guaranty, as pplicable, and Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Lender under the other Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor, or any principal, officer, member or partner Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Borrower’s or any Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitor to Lender (given reasonably promptly following Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

3. Survival. This Agreement and the indemnities provided herein shall survive the repayment of the Loan and, subject to the terms of such indemnity, shall survive the exercise of any remedies under the Loan Documents, including without limitation, any remedy in the nature of foreclosure, and shall not merge with any assignment or conveyance given by Borrower to Lender in lieu of foreclosure.

(b) It is agreed and intended by Indemnitor and Lender that this Agreement and the indemnities provided herein may be assigned or otherwise transferred by Lender to its successors and assigns and to any subsequent purchaser of all or any portion of the Loan by, through or under Lender, without notice to Indemnitor and without any further consent of Indemnitor. To the extent consent of any such assignment or transfer is required by law, advance consent to any such assignment or transfer is hereby given by Indemnitor in order to maximize the extent and effect of the indemnity given hereby.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Loan Agreement or the other Loan Documents, the obligations and liabilities of the Indemnitor hereunder shall terminate, except to the extent of any claims for such indemnity then pending, on the earliest to occur of (i) five (5) years after the date on which the Loan is repaid in full and the satisfaction of all obligations of Borrower under the Loan Documents, (ii) with respect to a particular Individual Property, five (5) years after Lender or any other Indemnified Party (or any assignee or transferee which acquires

5

an interest in the Security Instrument or the Loan) shall have first acquired control and possession of or title to such Individual Property by foreclosure, exercise or power of sale or deed in lieu thereof, and (iii) with respect to a particular Individual Property, five (5) years after termination of the Master Lease with respect to such Individual Property.

4. Miscellaneous No Waiver. The liabilities of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Loan Documents to or with Lender by Borrower or any Person who succeeds Borrower or any other Person as owner of any portion of any Individual Property. In addition, notwithstanding any terms of any of the Loan Documents to the contrary, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by: (i) any extensions of time for performance required by any of the Loan Documents; (ii) any sale, assignment or foreclosure of the Note or the Loan Documents or any sale or transfer of all or part of any Individual Property (except as provided in Section 3(c) hereof; (iii) any exculpatory provision in any of the Loan Documents limiting Lender’s recourse to property encumbered by the Loan Documents or to any other security, or limiting Lender’s rights to a deficiency judgment against Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Borrower under any of the Loan Documents; (v) the release of Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Documents by operation of law, Lender’s voluntary act, or otherwise; (vi) the release or substitution, in whole or in part, of any security for the Loan; or (vii) Lender’s failure to record the Security Instrument or file any UCC-1 financing statements (or Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

(b) MARSHALLING. INDEMNITOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALLING OF ITS OR BORROWER’S ASSETS OR TO CAUSE LENDER TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST INDEMNITOR OR TO PROCEED AGAINST INDEMNITOR OR BORROWER IN ANY PARTICULAR ORDER. INDEMNITOR AGREES THAT ANY PAYMENTS REQUIRED TO BE MADE HEREUNDER SHALL BECOME DUE AND PAYABLE TEN (10) DAYS AFTER DEMAND. INDEMNITOR EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION) ACCORDED BY APPLICABLE LAW TO INDEMNITOR.

(c) Joint and Several Obligation. If Indemnitor consists of more than one Person or entity, each shall be jointly and severally liable to perform the obligations of Indemnitor hereunder. Any one of Borrower or one or more parties constituting Indemnitor or any other party liable upon or in respect of this Agreement or the Loan may be released without affecting the liability of any party not so released.

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(d) Further Assurances. Indemnitor shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Lender all documents, and take all actions, reasonably required by Lender from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement, to protect and further the validity and enforceability of this Agreement or otherwise carry out the purposes of this Agreement.

(e) Notices. Any notice, election, request, demand, report or statement which by any provision of this Agreement is required or permitted to be given or served hereunder shall be in writing and shall be given or served in the manner provided in Section 19.6 of the Loan Agreement.

(f) Entire Agreement. This Agreement constitutes the entire and final agreement between Indemnitor and Lender with respect to the subject matter hereof and may only be changed, amended, modified or waived by an instrument in writing signed by Indemnitor and Lender.

(g) No Waiver. No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given. No delay on Lender’s part in exercising any right, power or privilege under this Agreement or any other Loan Document shall operate as a waiver of any privilege, power or right hereunder.

(h) Successors and Assigns. This Agreement shall be binding upon Indemnitor and its successors and assigns and shall inure to the benefit of Lender and its successors and permitted assigns. Indemnitor, without the prior written consent of Lender in each instance, may assign, transfer or set over to another, in whole or in part, all or any part of its benefits, rights, duties and obligations hereunder, including, but not limited to, performance of and compliance with conditions hereof, provided that such assignment shall not release Indemnitor of its obligations hereunder.

(i) Captions. All paragraph, section, exhibit and schedule headings and captions herein are used for reference only and in no way limit or describe the scope or intent of, or in any way affect, this Agreement.

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one binding Agreement.

(k) Severability. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Agreement.

(l) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. INDEMNITOR AGREES THAT ANY SUIT FOR THE

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ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON INDEMNITOR IN THE MANNER AND AT THE ADDRESS SPECIFIED FOR NOTICES IN THIS AGREEMENT. INDEMNITOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

(m) JURY TRIAL WAIVER. INDEMNITOR AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER IT, HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF INDEMNITOR OR LENDER WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND INDEMNITOR HEREBY AGREES AND CONSENTS THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. INDEMNITOR ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE LOAN.

(n) Counterclaims and other Actions. Indemnitor hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by Lender on this Agreement, any and every right it may have to (i) interpose any counterclaim therein (other than a counterclaim which can only be asserted in the suit, action or proceeding brought by Lender on this Agreement and cannot be maintained in a separate action) and (ii) have any such suit, action or proceeding consolidated with any other or separate suit, action or proceeding.

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IN WITNESS WHEREOF, Indemnitors have executed and delivered this Agreement as of the day and year first written above.

OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company
By:	/s/ Joseph J. Kadow
Name:	Joseph J. Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary
PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company
By:	/s/ Joseph J. Kadow
Name:	Joseph J. Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary

EX-10.6

Exhibit 10.6

ENVIRONMENTAL INDEMNITY

(First Mezzanine)

ENVIRONMENTAL INDEMNITY (FIRST MEZZANINE), dated as of June 14, 2007 (this “Agreement”), by OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), and PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company (“Master Lessee,” and collectively with OSI, the “Indemnitor”), each having an office at 2202 N. West Shore Blvd., Suite 500, Tampa, Florida 33607, for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and collectively, “Mezzanine Lender”).

RECITALS:

WHEREAS, Private Restaurant Properties, LLC, a Delaware limited liability company (“Mortgage Borrower”) is the owner of the fee or leasehold interests in a portfolio of restaurant properties more particularly described in Exhibit A attached hereto and incorporated herein (collectively, the “Property”);

WHEREAS, on the date hereof, in accordance with the terms of the Mezzanine Loan and Security Agreement (First Mezzanine), dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Mezzanine Loan Agreement”), between Mezzanine Lender and PRP Mezz 1, LLC, a Delaware limited liability company (“Mezzanine Borrower”), Mezzanine Lender is making a mezzanine loan to Mezzanine Borrower in the principal amount of $116,000,000 (the “Mezzanine Loan”), which Mezzanine Loan is evidenced by that certain Mezzanine Note (First Mezzanine) in the principal amount of the Mezzanine Loan, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Mezzanine Note”), made by Mezzanine Borrower in favor of Mezzanine Lender and secured by that certain Pledge and Security Agreement (First Mezzanine), dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Pledge”), from Mezzanine Borrower to Mezzanine Lender and the other Mezzanine Loan Documents;

WHEREAS, Master Lessee leases the Property pursuant to that certain Master Lease, dated as of the date hereof (the “Master Lease”), between Master Lessee and Mortgage Borrower.

WHEREAS, Mezzanine Borrower owns 100% of the outstanding membership interests of Mortgage Borrower;

WHEREAS, OSI is the owner of a direct or indirect beneficial interest in Master Lessee and has guaranteed the obligations of Master Lessee under the Master Lease pursuant to that certain Guaranty, dated as of the date hereof (the “Master Lease Guaranty”) made by OSI to and for the benefit of Borrower;

WHEREAS, Indemnitor will derive substantial benefit from the Master Lease;

WHEREAS, as a condition to making the Mezzanine Loan, Mezzanine Lender has required Indemnitor to deliver this Agreement for the benefit of Mezzanine Lender; and

WHEREAS, the forgoing recitals are intended to form an integral part of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor agrees as follows:

Section 1. Definitions

(a) The following terms shall have the meaning ascribed thereto:

“Agreement”: Shall have the meaning provided in the first paragraph.

“Collateral”: Shall have the meaning set forth in the Mezzanine Loan Agreement.

“Environmental Law”: Shall mean any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards, or the environment, or any Hazardous Materials, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).

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“Hazardous Materials”: Shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include:

(i) “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common maintenance and cleaning products regularly found at properties with a standard of operation and maintenance comparable to the Property;

(ii) “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder;

(iii) “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

(iv) “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

“Indemnified Parties”: Shall mean Mezzanine Lender, its parent, subsidiaries and affiliates, each of their respective shareholders, directors, officers, employees and agents, and the successors and assigns of any of them; and “Indemnified Party” shall mean any one of the Indemnified Parties.

“Indemnitor”: Shall have the meaning provided in the first paragraph.

“Master Lease”: Shall have the meaning provided in the Recitals.

“Master Lease Guaranty”: Shall have the meaning provided in the Recitals.

“Master Lessee”: Shall have the meaning provided in the Recitals.

“Mezzanine Borrower”: Shall have the meaning provided in the Recitals.

“Mezzanine Lender”: Shall have the meaning provided in the first paragraph.

“Mezzanine Loan Agreement”: Shall have the meaning provided in the Recitals.

“Mezzanine Note”: Shall have the meaning provided in the Recitals.

“Mortgage Borrower”: Shall have the meaning provided in the Recitals.

“OSI”: Shall have the meaning provided in the Recitals.

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“Release”: Shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning, or disposing into the environment.

“Security Instrument”: Shall have the meaning provided in the Recitals.

“Threat of Release”: Shall mean a substantial likelihood of a Release which requires action to prevent or mitigate damage to the environment which may result from such Release.

(b) Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Mezzanine Loan Agreement, unless otherwise expressly provided herein. All references to sections shall be deemed to be references to Sections of this Agreement, unless otherwise indicated.

Section 2. Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Mezzanine Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mezzanine Borrower, Mortgage Borrower, Mortgage Lender, or any Indemnified Party: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor, (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual Property, whether or not caused by or within the control of Indemnitor first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and the Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully

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with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property, any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as applicable, and Mezzanine Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Mezzanine Lender under the other Mezzanine Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Mezzanine Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor or any principal, officer, member or partner of Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Mezzanine Borrower’s, Mortgage Borrower’s or any such Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Mortgage Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise or Mezzanine Lender or its nominee acquires title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Indemnitor to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense

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if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Section 3. Survival.

(a) This Agreement and the indemnities provided herein shall survive the repayment of the Mezzanine Loan and, subject to the terms of such indemnity, shall survive the exercise of any remedies under the Mezzanine Loan Documents, including without limitation, any remedy in the nature of foreclosure, and shall not merge with any assignment or conveyance given by Mezzanine Borrower to Mezzanine Lender in lieu of foreclosure.

(b) It is agreed and intended by Indemnitor and Mezzanine Lender that this Agreement and the indemnities provided herein may be assigned or otherwise transferred by Mezzanine Lender to its successors and assigns and to any subsequent purchaser of all or any portion of the Mezzanine Loan by, through or under Mezzanine Lender, without notice to Indemnitor and without any further consent of Indemnitor. To the extent consent of any such assignment or transfer is required by law, advance consent to any such assignment or transfer is hereby given by Indemnitor in order to maximize the extent and effect of the indemnity given hereby.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Mezzanine Loan Agreement, or the other Mezzanine Loan Documents, the obligations and liabilities of the Indemnitor hereunder shall terminate, except to the extent of any claims for such indemnity then pending, on the earliest to occur of (i) five (5) years after the date on which the Mezzanine Loan is repaid in full and the satisfaction of all obligations of Mezzanine Borrower under the Mezzanine Loan Documents, (ii) five (5) years after Mezzanine Lender or any other Indemnified Party (or any assignee or transferee which acquires an interest in the Collateral or the Loan) shall have first acquired title to the Collateral by foreclosure, exercise or power of sale, or deed in lieu thereof, (iii) with respect to a particular Individual Property, five (5) years after termination of the Master Lease with respect to such Individual Property, and (iv) with respect to any Individual Property, five (5) years after Mortgage Lender or its nominee acquiring title to such Individual Property by foreclosure, conveyance in lieu thereof or otherwise.

Section 4. Miscellaneous

(a) No Waiver. The liabilities of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Mezzanine Loan Documents to or with Mezzanine Lender by Mezzanine Borrower or any Person who succeeds Mezzanine Borrower. In addition, notwithstanding any terms of any of the Mezzanine Loan Documents to the contrary, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by: (i) any extensions of time for performance required by any of the Mezzanine Loan Documents; (ii) any sale,

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assignment or foreclosure of the Mezzanine Note or the Mezzanine Loan Documents or any sale or transfer of all or part of any Individual Property (except as provided in Section 3(c) hereof; (iii) any exculpatory provision in any of the Mezzanine Loan Documents limiting Mezzanine Lender’s recourse to property encumbered by the Mezzanine Loan Documents or to any other security, or limiting Mezzanine Lender’s rights to a deficiency judgment against Mezzanine Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Mezzanine Borrower under any of the Mezzanine Loan Documents; (v) the release of Mezzanine Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in the Mezzanine Loan Documents by operation of law, Mezzanine Lender’s voluntary act, or otherwise; (vi) the release or substitution, in whole or in part, of any security for the Mezzanine Loan; or (vii) Mezzanine Lender’s failure to file any UCC-1 financing statements (or Mezzanine Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Mezzanine Loan; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

(b) MARSHALLING. INDEMNITOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALLING OF MEZZANINE BORROWER’S ASSETS OR TO CAUSE MEZZANINE LENDER TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST INDEMNITOR OR TO PROCEED AGAINST INDEMNITOR OR MEZZANINE BORROWER IN ANY PARTICULAR ORDER. INDEMNITOR AGREES THAT ANY PAYMENTS REQUIRED TO BE MADE HEREUNDER SHALL BECOME DUE AND PAYABLE TEN (10) DAYS AFTER DEMAND. INDEMNITOR EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION) ACCORDED BY APPLICABLE LAW TO INDEMNITOR.

(c) Joint and Several Obligation. If Indemnitor consists of more than one Person or entity, each shall be jointly and severally liable to perform the obligations of Indemnitor hereunder. Any one of Mezzanine Borrower or one or more parties constituting Indemnitor or any other party liable upon or in respect of this Agreement or the Mezzanine Loan may be released without affecting the liability of any party not so released.

(d) Further Assurances. Indemnitor shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Mezzanine Lender all documents, and take all actions, reasonably required by Mezzanine Lender from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement, to protect and further the validity and enforceability of this Agreement or otherwise carry out the purposes of this Agreement.

(e) Notices. Any notice, election, request, demand, report or statement which by any provision of this Agreement is required or permitted to be given or served hereunder shall be in writing and shall be given or served in the manner provided in Section 19.6 of the Mezzanine Loan Agreement.

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(f) Entire Agreement. This Agreement constitutes the entire and final agreement between Indemnitor and Mezzanine Lender with respect to the subject matter hereof and may only be changed, amended, modified or waived by an instrument in writing signed by Indemnitor and Mezzanine Lender.

(g) No Waiver. No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given. No delay on Mezzanine Lender’s part in exercising any right, power or privilege under this Agreement or any other Mezzanine Loan Document shall operate as a waiver of any privilege, power or right hereunder.

(h) Successors and Assigns. This Agreement shall be binding upon Indemnitor and its successors and assigns and shall inure to the benefit of Mezzanine Lender and its successors and permitted assigns. Indemnitor, without the prior written consent of Mezzanine Lender in each instance, may assign, transfer or set over to another, in whole or in part, all or any part of its benefits, rights, duties and obligations hereunder, including, but not limited to, performance of and compliance with conditions hereof, provided that such assignment shall not release Indemnitor of its obligations hereunder.

(i) Captions. All paragraph, section, exhibit and schedule headings and captions herein are used for reference only and in no way limit or describe the scope or intent of, or in any way affect, this Agreement.

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one binding Agreement.

(k) Severability. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Agreement.

(l) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. INDEMNITOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON INDEMNITOR IN THE MANNER AND AT THE ADDRESS SPECIFIED FOR NOTICES IN THIS AGREEMENT. INDEMNITOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

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(m) JURY TRIAL WAIVER. INDEMNITOR AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER IT, HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF INDEMNITOR OR MEZZANINE LENDER WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND INDEMNITOR HEREBY AGREES AND CONSENTS THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. INDEMNITOR ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE LOAN.

(n) Counterclaims and other Actions. Indemnitor hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by Mezzanine Lender on this Agreement, any and every right it may have to (i) interpose any counterclaim therein (other than a counterclaim which can only be asserted in the suit, action or proceeding brought by Mezzanine Lender on this Agreement and cannot be maintained in a separate action) and (ii) have any such suit, action or proceeding consolidated with any other or separate suit, action or proceeding.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, Indemnitor has executed and delivered this Agreement as of the day and year first written above.

OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company
By:	/s/ Joseph J Kadow
Name:	Joseph J Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary
PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company
By:	/s/ Joseph J Kadow
Name:	Joseph J Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary

EX-10.7

Exhibit 10.7

ENVIRONMENTAL INDEMNITY

(Second Mezzanine)

ENVIRONMENTAL INDEMNITY (SECOND MEZZANINE), dated as of June 14, 2007 (this “Agreement”), by OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), and PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company (“Master Lessee,” and collectively with OSI, the “Indemnitor”), each having an office at 2202 N. West Shore Blvd., Suite 500, Tampa, Florida 33607, for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and collectively, “Mezzanine Lender”).

RECITALS:

WHEREAS, Private Restaurant Properties, LLC, a Delaware limited liability company (“Mortgage Borrower”) is the owner of the fee or leasehold interests in a portfolio of restaurant properties listed in Exhibit A attached hereto and incorporated herein and more particularly described in the Security Instrument (collectively, the “Property”);

WHEREAS, on the date hereof, in accordance with the terms of the Mezzanine Loan and Security Agreement (Second Mezzanine), dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Mezzanine Loan Agreement”), between Mezzanine Lender and PRP Mezz 2, LLC, a Delaware limited liability company (“Mezzanine Borrower”), Mezzanine Lender is making a mezzanine loan to Mezzanine Borrower in the principal amount of $100,000,000 (the “Mezzanine Loan”), which Mezzanine Loan is evidenced by that certain Mezzanine Note (Second Mezzanine) in the principal amount of the Mezzanine Loan, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Mezzanine Note”), made by Mezzanine Borrower in favor of Mezzanine Lender and secured by that certain Pledge and Security Agreement (Second Mezzanine), dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Pledge”), from Mezzanine Borrower to Mezzanine Lender and the other Mezzanine Loan Documents;

WHEREAS, Master Lessee leases the Property pursuant to that certain Master Lease, dated as of the date hereof (the “Master Lease”), between Master Lessee and Mortgage Borrower.

WHEREAS, Mezzanine Borrower owns 100% of the outstanding membership interests of PRP Mezz 1, LLC, a Delaware limited liability company (“First Mezzanine Borrower”), which owns 100% of the outstanding membership interests of Mortgage Borrower (First Mezzanine Borrower and Mortgage Borrower are hereinafter collectively referred to as “Borrower Subsidiary”);

WHEREAS, OSI is the owner of a direct or indirect beneficial interest in Master Lessee and has guaranteed the obligations of Master Lessee under the Master Lease pursuant to that certain Guaranty, dated as of the date hereof (the “Master Lease Guaranty”) made by OSI to and for the benefit of Borrower;

WHEREAS, Indemnitor will derive substantial benefit from the Master Lease;

WHEREAS, as a condition to making the Mezzanine Loan, Mezzanine Lender has required Indemnitor to deliver this Agreement for the benefit of Mezzanine Lender; and

WHEREAS, the forgoing recitals are intended to form an integral part of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor agrees as follows:

Section 1. Definitions.

(a) The following terms shall have the meaning ascribed thereto:

“Agreement”: Shall have the meaning provided in the first paragraph.

“Borrower Subsidiary”: Shall have the meaning set forth in the Recitals.

“Collateral”: Shall have the meaning set forth in the Mezzanine Loan Agreement.

“Environmental Law”: Shall mean any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards, or the environment, or any Hazardous Materials, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C.

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§201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).

“First Mezzanine Borrower”: Shall have the meaning set forth in the Recitals.

“Hazardous Materials”: Shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include:

(i) “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common maintenance and cleaning products regularly found at properties with a standard of operation and maintenance comparable to the Property;

(ii) “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder;

(iii) “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

(iv) “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

“Indemnified Parties”: Shall mean Mezzanine Lender, its parent, subsidiaries and affiliates, each of their respective shareholders, directors, officers, employees and agents, and the successors and assigns of any of them; and “Indemnified Party” shall mean any one of the Indemnified Parties.

“Indemnitor”: Shall have the meaning provided in the first paragraph.

“Master Lease”: Shall have the meaning provided in the Recitals.

“Master Lease Guaranty”: Shall have the meaning provided in the Recitals.

“Master Lessee”: Shall have the meaning provided in the Recitals.

“Mezzanine Borrower”: Shall have the meaning provided in the Recitals.

“Mezzanine Lender”: Shall have the meaning provided in the first paragraph.

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“Mezzanine Loan Agreement”: Shall have the meaning provided in the Recitals.

“Mezzanine Note”: Shall have the meaning provided in the Recitals.

“Mortgage Borrower”: Shall have the meaning provided in the Recitals.

“OSI”: Shall have the meaning provided in the Recitals.

“Release”: Shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning, or disposing into the environment.

“Security Instrument”: Shall have the meaning provided in the Recitals.

“Senior Mezzanine Lender”: Shall mean the First Mezzanine Lender, as defined in the Mezzanine Loan Agreement.

“Senior Mezzanine Loan Collateral”: Shall mean, the “Collateral” as defined in the First Mezzanine Loan Agreement.

“Threat of Release”: Shall mean a substantial likelihood of a Release which requires action to prevent or mitigate damage to the environment which may result from such Release.

(b) Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Mezzanine Loan Agreement, unless otherwise expressly provided herein. All references to sections shall be deemed to be references to Sections of this Agreement, unless otherwise indicated.

Section 2. Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Mezzanine Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mezzanine Borrower, Borrower Subsidiary, Mortgage Lender, Senior Mezzanine Lender, or any Indemnified Party: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except

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as otherwise provided herein) first occurring prior to the earliest of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu or otherwise, and Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor, (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual Property, whether or not caused by or within the control of Indemnitor first occurring prior to the earliest of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof or otherwise, and the Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property, any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as applicable, and Mezzanine Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Mezzanine Lender under the other Mezzanine Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Mezzanine Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor or any principal, officer, member or partner of Indemnitor from and after the date hereof, subject to the limitations herein contained.

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Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Mezzanine Borrower’s, Mortgage Borrower’s or any such Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Mortgage Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof or otherwise, or Mezzanine Lender or its nominee acquires title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise, whichever is earlier. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Indemnitor to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Section 3. Survival.

(a) This Agreement and the indemnities provided herein shall survive the repayment of the Mezzanine Loan and, subject to the terms of such indemnity, shall survive the exercise of any remedies under the Mezzanine Loan Documents, including without limitation, any remedy in the nature of foreclosure, and shall not merge with any assignment or conveyance given by Mezzanine Borrower to Mezzanine Lender in lieu of foreclosure.

(b) It is agreed and intended by Indemnitor and Mezzanine Lender that this Agreement and the indemnities provided herein may be assigned or otherwise transferred by Mezzanine Lender to its successors and assigns and to any subsequent purchaser of all or any portion of the Mezzanine Loan by, through or under Mezzanine Lender, without notice to Indemnitor and without any further consent of Indemnitor. To the extent consent of any such assignment or transfer is required by law, advance consent to any such assignment or transfer is hereby given by Indemnitor in order to maximize the extent and effect of the indemnity given hereby.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Mezzanine Loan Agreement, or the other Mezzanine Loan Documents, the obligations and liabilities of the Indemnitor hereunder shall terminate, except to the extent of any claims for such indemnity then pending, on the earliest to occur of (i) five (5) years after the date on which the Mezzanine Loan is repaid in full and the satisfaction of all obligations of Mezzanine Borrower under the Mezzanine Loan Documents, (ii) five

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(5) years after Senior Mezzanine Lender acquires title to the Senior Mezzanine Loan Collateral, (iii) five (5) years after Mezzanine Lender or any other Indemnified Party (or any assignee or transferee which acquires an interest in the Collateral or the Loan as part of the enforcement of Mezzanine Lender’s remedies) shall have first acquired title to the Collateral by foreclosure, exercise or power of sale, or deed in lieu thereof, (iv) with respect to a particular Individual Property, five (5) years after termination of the Master Lease with respect to such Individual Property, and (v) with respect to any Individual Property, five (5) years after Mortgage Lender or its nominee acquiring title to such Individual Property by foreclosure, conveyance in lieu thereof or otherwise.

Section 4. Miscellaneous.

(a) No Waiver. The liabilities of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Mezzanine Loan Documents to or with Mezzanine Lender by Mezzanine Borrower or any Person who succeeds Mezzanine Borrower. In addition, notwithstanding any terms of any of the Mezzanine Loan Documents to the contrary, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by: (i) any extensions of time for performance required by any of the Mezzanine Loan Documents; (ii) any sale, assignment or foreclosure of the Mezzanine Note or the Mezzanine Loan Documents or any sale or transfer of all or part of any Individual Property (except as provided in Section 3(c) hereof; (iii) any exculpatory provision in any of the Mezzanine Loan Documents limiting Mezzanine Lender’s recourse to property encumbered by the Mezzanine Loan Documents or to any other security, or limiting Mezzanine Lender’s rights to a deficiency judgment against Mezzanine Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Mezzanine Borrower under any of the Mezzanine Loan Documents; (v) the release of Mezzanine Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in the Mezzanine Loan Documents by operation of law, Mezzanine Lender’s voluntary act, or otherwise; (vi) the release or substitution, in whole or in part, of any security for the Mezzanine Loan; or (vii) Mezzanine Lender’s failure to file any UCC-1 financing statements (or Mezzanine Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Mezzanine Loan; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

(b) MARSHALLING. INDEMNITOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALLING OF MEZZANINE BORROWER’S ASSETS OR TO CAUSE MEZZANINE LENDER TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST INDEMNITOR OR TO PROCEED AGAINST INDEMNITOR OR MEZZANINE BORROWER IN ANY PARTICULAR ORDER. INDEMNITOR AGREES THAT ANY PAYMENTS REQUIRED TO BE MADE HEREUNDER SHALL BECOME DUE AND PAYABLE TEN (10) DAYS AFTER DEMAND. INDEMNITOR EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION) ACCORDED BY APPLICABLE LAW TO INDEMNITOR.

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(c) Joint and Several Obligation. If Indemnitor consists of more than one Person or entity, each shall be jointly and severally liable to perform the obligations of Indemnitor hereunder. Any one of Mezzanine Borrower or one or more parties constituting Indemnitor or any other party liable upon or in respect of this Agreement or the Mezzanine Loan may be released without affecting the liability of any party not so released.

(d) Further Assurances. Indemnitor shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Mezzanine Lender all documents, and take all actions, reasonably required by Mezzanine Lender from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement, to protect and further the validity and enforceability of this Agreement or otherwise carry out the purposes of this Agreement.

(e) Notices. Any notice, election, request, demand, report or statement which by any provision of this Agreement is required or permitted to be given or served hereunder shall be in writing and shall be given or served in the manner provided in Section 19.6 of the Mezzanine Loan Agreement.

(f) Entire Agreement. This Agreement constitutes the entire and final agreement between Indemnitor and Mezzanine Lender with respect to the subject matter hereof and may only be changed, amended, modified or waived by an instrument in writing signed by Indemnitor and Mezzanine Lender.

(g) No Waiver. No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given. No delay on Mezzanine Lender’s part in exercising any right, power or privilege under this Agreement or any other Mezzanine Loan Document shall operate as a waiver of any privilege, power or right hereunder.

(h) Successors and Assigns. This Agreement shall be binding upon Indemnitor and its successors and assigns and shall inure to the benefit of Mezzanine Lender and its successors and permitted assigns. Indemnitor, without the prior written consent of Mezzanine Lender in each instance, may assign, transfer or set over to another, in whole or in part, all or any part of its benefits, rights, duties and obligations hereunder, including, but not limited to, performance of and compliance with conditions hereof, provided that such assignment shall not release Indemnitor of its obligations hereunder.

(i) Captions. All paragraph, section, exhibit and schedule headings and captions herein are used for reference only and in no way limit or describe the scope or intent of, or in any way affect, this Agreement.

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(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one binding Agreement.

(k) Severability. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Agreement.

(l) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. INDEMNITOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON INDEMNITOR IN THE MANNER AND AT THE ADDRESS SPECIFIED FOR NOTICES IN THIS AGREEMENT. INDEMNITOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

(m) JURY TRIAL WAIVER. INDEMNITOR AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER IT, HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF INDEMNITOR OR MEZZANINE LENDER WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND INDEMNITOR HEREBY AGREES AND CONSENTS THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. INDEMNITOR ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE LOAN.

(n) Counterclaims and other Actions. Indemnitor hereby expressly and unconditionally waives, in connection with any suit, action or proceeding

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brought by Mezzanine Lender on this Agreement, any and every right it may have to (i) interpose any counterclaim therein (other than a counterclaim which can only be asserted in the suit, action or proceeding brought by Mezzanine Lender on this Agreement and cannot be maintained in a separate action) and (ii) have any such suit, action or proceeding consolidated with any other or separate suit, action or proceeding.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, Indemnitor has executed and delivered this Agreement as of the day and year first written above.

OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company
By:	/s/ Joseph J Kadow
Name:	Joseph J Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary
PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company
By:	/s/ Joseph J Kadow
Name:	Joseph J Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary

EX-10.8

Exhibit 10.8

ENVIRONMENTAL INDEMNITY

(Third Mezzanine)

ENVIRONMENTAL INDEMNITY (THIRD MEZZANINE), dated as of June 14, 2007 (this “Agreement”), by OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), and PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company (“Master Lessee,” and collectively with OSI, the “Indemnitor”), each having an office at 2202 N. West Shore Blvd., Suite 500, Tampa, Florida 33607, for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and collectively, “Mezzanine Lender”).

RECITALS:

WHEREAS, Private Restaurant Properties, LLC, a Delaware limited liability company (“Mortgage Borrower”) is the owner of the fee or leasehold interests in a portfolio of restaurant properties listed in Exhibit A attached hereto and incorporated herein and more particularly described in the Security Instrument (collectively, the “Property”);

WHEREAS, on the date hereof, in accordance with the terms of the Mezzanine Loan and Security Agreement (Third Mezzanine), dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Mezzanine Loan Agreement”), between Mezzanine Lender and PRP Mezz 2, LLC, a Delaware limited liability company (“Mezzanine Borrower”), Mezzanine Lender is making a mezzanine loan to Mezzanine Borrower in the principal amount of $50,000,000 (the “Mezzanine Loan”), which Mezzanine Loan is evidenced by that certain Mezzanine Note (Third Mezzanine) in the principal amount of the Mezzanine Loan, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Mezzanine Note”), made by Mezzanine Borrower in favor of Mezzanine Lender and secured by that certain Pledge and Security Agreement (Third Mezzanine), dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Pledge”), from Mezzanine Borrower to Mezzanine Lender and the other Mezzanine Loan Documents;

WHEREAS, Master Lessee leases the Property pursuant to that certain Master Lease, dated as of the date hereof (the “Master Lease”), between Master Lessee and Mortgage Borrower.

WHEREAS, Mezzanine Borrower owns 100% of the outstanding membership interests of PRP Mezz 2, LLC, a Delaware limited liability company (“Second Mezzanine Borrower”), which owns 100% of the outstanding membership interests in PRP Mezz 1, LLC, a Delaware limited liability company (“First Mezzanine Borrower”), which owns 100% of the outstanding membership interests of Mortgage Borrower (Second Mezzanine Borrower, First Mezzanine Borrower, and Mortgage Borrower are hereinafter collectively referred to as “Borrower Subsidiary”);

WHEREAS, OSI is the owner of a direct or indirect beneficial interest in Master Lessee and has guaranteed the obligations of Master Lessee under the Master Lease pursuant to that certain Guaranty, dated as of the date hereof (the “Master Lease Guaranty”) made by OSI to and for the benefit of Borrower;

WHEREAS, Indemnitor will derive substantial benefit from the Master Lease;

WHEREAS, as a condition to making the Mezzanine Loan, Mezzanine Lender has required Indemnitor to deliver this Agreement for the benefit of Mezzanine Lender; and

WHEREAS, the forgoing recitals are intended to form an integral part of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor agrees as follows:

Section 1. Definitions.

(a) The following terms shall have the meaning ascribed thereto:

“Agreement”: Shall have the meaning provided in the first paragraph.

“Borrower Subsidiary”: Shall have the meaning set forth in the Recitals.

“Collateral”: Shall have the meaning set forth in the Mezzanine Loan Agreement.

“Environmental Law”: Shall mean any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards, or the environment, or any Hazardous Materials, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C.

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§201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).

“First Mezzanine Borrower”: Shall have the meaning set forth in the Recitals.

“Hazardous Materials”: Shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include:

(i) “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common maintenance and cleaning products regularly found at properties with a standard of operation and maintenance comparable to the Property;

(ii) “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder;

(iii) “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

(iv) “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

“Indemnified Parties”: Shall mean Mezzanine Lender, its parent, subsidiaries and affiliates, each of their respective shareholders, directors, officers, employees and agents, and the successors and assigns of any of them; and “Indemnified Party” shall mean any one of the Indemnified Parties.

“Indemnitor”: Shall have the meaning provided in the first paragraph.

“Master Lease”: Shall have the meaning provided in the Recitals.

“Master Lease Guaranty”: Shall have the meaning provided in the Recitals.

“Master Lessee”: Shall have the meaning provided in the Recitals.

“Mezzanine Borrower”: Shall have the meaning provided in the Recitals.

“Mezzanine Lender”: Shall have the meaning provided in the first paragraph.

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“Mezzanine Loan Agreement”: Shall have the meaning provided in the Recitals.

“Mezzanine Note”: Shall have the meaning provided in the Recitals.

“Mortgage Borrower”: Shall have the meaning provided in the Recitals.

“OSI”: Shall have the meaning provided in the Recitals.

“Release”: Shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning, or disposing into the environment.

“Second Mezzanine Borrower”: Shall have the meaning set forth in the Recitals.

“Security Instrument”: Shall have the meaning provided in the Recitals.

“Senior Mezzanine Lender”: Shall mean the First Mezzanine Lender and/or the Second Mezzanine Lender, as each is defined in the Mezzanine Loan Agreement.

“Senior Mezzanine Loan Collateral”: Shall mean, collectively, the “Collateral” as defined in the First Mezzanine Loan Agreement and the Second Mezzanine Loan Agreement.

“Threat of Release”: Shall mean a substantial likelihood of a Release which requires action to prevent or mitigate damage to the environment which may result from such Release.

(b) Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Mezzanine Loan Agreement, unless otherwise expressly provided herein. All references to sections shall be deemed to be references to Sections of this Agreement, unless otherwise indicated.

Section 2. Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Mezzanine Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mezzanine Borrower, Borrower Subsidiary, Mortgage Lender, any Senior Mezzanine Lender or any

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Indemnified Party: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to the earliest of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof or otherwise, and Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor, (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual Property, whether or not caused by or within the control of Indemnitor first occurring prior to the earliest of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof or otherwise, and the Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property, any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as applicable, and Mezzanine Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Mezzanine Lender under the other Mezzanine Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Mezzanine Lender relating to the presence, Release, or Threatened Release of any

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Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor or any principal, officer, member or partner of Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Mezzanine Borrower’s, Mortgage Borrower’s or any such Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Mortgage Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquires title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof, or otherwise, or Mezzanine Lender or its nominee acquires title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise, whichever is earliest. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Indemnitor to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Section 3. Survival.

(a) This Agreement and the indemnities provided herein shall survive the repayment of the Mezzanine Loan and, subject to the terms of such indemnity, shall survive the exercise of any remedies under the Mezzanine Loan Documents, including without limitation, any remedy in the nature of foreclosure, and shall not merge with any assignment or conveyance given by Mezzanine Borrower to Mezzanine Lender in lieu of foreclosure.

(b) It is agreed and intended by Indemnitor and Mezzanine Lender that this Agreement and the indemnities provided herein may be assigned or otherwise transferred by Mezzanine Lender to its successors and assigns and to any subsequent purchaser of all or any portion of the Mezzanine Loan by, through or under Mezzanine Lender, without notice to Indemnitor and without any further consent of Indemnitor. To the extent consent of any such assignment or transfer is required by law, advance consent to any such assignment or transfer is hereby given by Indemnitor in order to maximize the extent and effect of the indemnity given hereby.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Mezzanine Loan Agreement, or the other Mezzanine Loan Documents, the obligations and liabilities of the Indemnitor hereunder shall terminate, except to the

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extent of any claims for such indemnity then pending, on the earliest to occur of (i) five (5) years after the date on which the Mezzanine Loan is repaid in full and the satisfaction of all obligations of Mezzanine Borrower under the Mezzanine Loan Documents, (ii) five (5) years after Senior Mezzanine Lender acquires title to the Senior Mezzanine Loan Collateral by foreclosure, exercise or power of sale, or deed in lieu thereof, (iii) five (5) years after Mezzanine Lender or any other Indemnified Party (or any assignee or transferee which acquires an interest in the Collateral or the Loan as part of the enforcement of Mezzanine Lender’s remedies) shall have first acquired title to the Collateral by foreclosure, exercise or power of sale, or deed in lieu thereof, (iv) with respect to a particular Individual Property, five (5) years after termination of the Master Lease with respect to such Individual Property, and (v) with respect to any Individual Property, five (5) years after Mortgage Lender or its nominee acquiring title to such Individual Property by foreclosure, conveyance in lieu thereof or otherwise.

Section 4. Miscellaneous.

(a) No Waiver. The liabilities of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Mezzanine Loan Documents to or with Mezzanine Lender by Mezzanine Borrower or any Person who succeeds Mezzanine Borrower. In addition, notwithstanding any terms of any of the Mezzanine Loan Documents to the contrary, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by: (i) any extensions of time for performance required by any of the Mezzanine Loan Documents; (ii) any sale, assignment or foreclosure of the Mezzanine Note or the Mezzanine Loan Documents or any sale or transfer of all or part of any Individual Property (except as provided in Section 3(c) hereof; (iii) any exculpatory provision in any of the Mezzanine Loan Documents limiting Mezzanine Lender’s recourse to property encumbered by the Mezzanine Loan Documents or to any other security, or limiting Mezzanine Lender’s rights to a deficiency judgment against Mezzanine Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Mezzanine Borrower under any of the Mezzanine Loan Documents; (v) the release of Mezzanine Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in the Mezzanine Loan Documents by operation of law, Mezzanine Lender’s voluntary act, or otherwise; (vi) the release or substitution, in whole or in part, of any security for the Mezzanine Loan; or (vii) Mezzanine Lender’s failure to file any UCC-1 financing statements (or Mezzanine Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Mezzanine Loan; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

(b) MARSHALLING. INDEMNITOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALLING OF MEZZANINE BORROWER’S ASSETS OR TO CAUSE MEZZANINE LENDER TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST INDEMNITOR OR TO PROCEED AGAINST INDEMNITOR OR MEZZANINE BORROWER IN ANY PARTICULAR

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ORDER. INDEMNITOR AGREES THAT ANY PAYMENTS REQUIRED TO BE MADE HEREUNDER SHALL BECOME DUE AND PAYABLE TEN (10) DAYS AFTER DEMAND. INDEMNITOR EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION) ACCORDED BY APPLICABLE LAW TO INDEMNITOR.

(c) Joint and Several Obligation. If Indemnitor consists of more than one Person or entity, each shall be jointly and severally liable to perform the obligations of Indemnitor hereunder. Any one of Mezzanine Borrower or one or more parties constituting Indemnitor or any other party liable upon or in respect of this Agreement or the Mezzanine Loan may be released without affecting the liability of any party not so released.

(d) Further Assurances. Indemnitor shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Mezzanine Lender all documents, and take all actions, reasonably required by Mezzanine Lender from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement, to protect and further the validity and enforceability of this Agreement or otherwise carry out the purposes of this Agreement.

(e) Notices. Any notice, election, request, demand, report or statement which by any provision of this Agreement is required or permitted to be given or served hereunder shall be in writing and shall be given or served in the manner provided in Section 19.6 of the Mezzanine Loan Agreement.

(f) Entire Agreement. This Agreement constitutes the entire and final agreement between Indemnitor and Mezzanine Lender with respect to the subject matter hereof and may only be changed, amended, modified or waived by an instrument in writing signed by Indemnitor and Mezzanine Lender.

(g) No Waiver. No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given. No delay on Mezzanine Lender’s part in exercising any right, power or privilege under this Agreement or any other Mezzanine Loan Document shall operate as a waiver of any privilege, power or right hereunder.

(h) Successors and Assigns. This Agreement shall be binding upon Indemnitor and its successors and assigns and shall inure to the benefit of Mezzanine Lender and its successors and permitted assigns. Indemnitor, without the prior written consent of Mezzanine Lender in each instance, may assign, transfer or set over to another, in whole or in part, all or any part of its benefits, rights, duties and obligations hereunder, including, but not limited to, performance of and compliance with conditions hereof, provided that such assignment shall not release Indemnitor of its obligations hereunder.

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(i) Captions. All paragraph, section, exhibit and schedule headings and captions herein are used for reference only and in no way limit or describe the scope or intent of, or in any way affect, this Agreement.

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one binding Agreement.

(k) Severability. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Agreement.

(l) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. INDEMNITOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON INDEMNITOR IN THE MANNER AND AT THE ADDRESS SPECIFIED FOR NOTICES IN THIS AGREEMENT. INDEMNITOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

(m) JURY TRIAL WAIVER. INDEMNITOR AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER IT, HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF INDEMNITOR OR MEZZANINE LENDER WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND INDEMNITOR HEREBY AGREES AND CONSENTS THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. INDEMNITOR ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE LOAN.

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(n) Counterclaims and other Actions. Indemnitor hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by Mezzanine Lender on this Agreement, any and every right it may have to (i) interpose any counterclaim therein (other than a counterclaim which can only be asserted in the suit, action or proceeding brought by Mezzanine Lender on this Agreement and cannot be maintained in a separate action) and (ii) have any such suit, action or proceeding consolidated with any other or separate suit, action or proceeding.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, Indemnitor has executed and delivered this Agreement as of the day and year first written above.

OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company
By:	/s/ Joseph J Kadow
Name:	Joseph J Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary
PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company
By:	/s/ Joseph J Kadow
Name:	Joseph J Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary

EX-10.9

Exhibit 10.9

ENVIRONMENTAL INDEMNITY

(Fourth Mezzanine)

ENVIRONMENTAL INDEMNITY (FOURTH MEZZANINE), dated as of June 14, 2007 (this “Agreement”), by OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), and PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company (“Master Lessee,” and collectively with OSI, the “Indemnitor”), each having an office at 2202 N. West Shore Blvd., Suite 500, Tampa, Florida 33607, for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a “Co-Lender”, and collectively, “Mezzanine Lender”).

RECITALS:

WHEREAS, Private Restaurant Properties, LLC, a Delaware limited liability company (“Mortgage Borrower”) is the owner of the fee or leasehold interests in a portfolio of restaurant properties listed in Exhibit A attached hereto and incorporated herein and more particularly described in the Security Instrument (collectively, the “Property”);

WHEREAS, on the date hereof, in accordance with the terms of the Mezzanine Loan and Security Agreement (Fourth Mezzanine), dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Mezzanine Loan Agreement”), between Mezzanine Lender and PRP Mezz 4, LLC, a Delaware limited liability company (“Mezzanine Borrower”), Mezzanine Lender is making a mezzanine loan to Mezzanine Borrower in the principal amount of $49,000,000 (the “Mezzanine Loan”), which Mezzanine Loan is evidenced by that certain Mezzanine Note (Fourth Mezzanine) in the principal amount of the Mezzanine Loan, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Mezzanine Note”), made by Mezzanine Borrower in favor of Mezzanine Lender and secured by that certain Pledge and Security Agreement (Fourth Mezzanine), dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Pledge”), from Mezzanine Borrower to Mezzanine Lender and the other Mezzanine Loan Documents;

WHEREAS, Master Lessee leases the Property pursuant to that certain Master Lease, dated as of the date hereof (the “Master Lease”), between Master Lessee and Mortgage Borrower.

WHEREAS, Mezzanine Borrower owns 100% of the outstanding membership interests of PRP Mezz 3, LLC, a Delaware limited liability company (“Third Mezzanine Borrower”), which owns 100% of the outstanding membership interests of PRP Mezz 2, LLC, a Delaware limited liability company (“Second Mezzanine Borrower”), which owns 100% of the outstanding membership interests of PRP Mezz 1, LLC, a Delaware limited

liability company (“First Mezzanine Borrower”), which owns 100% of the outstanding membership interests of Mortgage Borrower (Third Mezzanine Borrower, Second Mezzanine Borrower, First Mezzanine Borrower, and Mortgage Borrower are hereinafter collectively referred to as “Borrower Subsidiary”);

WHEREAS, OSI is the owner of a direct or indirect beneficial interest in Master Lessee and has guaranteed the obligations of Master Lessee under the Master Lease pursuant to that certain Guaranty, dated as of the date hereof (the “Master Lease Guaranty”) made by OSI to and for the benefit of Borrower;

WHEREAS, Indemnitor will derive substantial benefit from the Master Lease;

WHEREAS, as a condition to making the Mezzanine Loan, Mezzanine Lender has required Indemnitor to deliver this Agreement for the benefit of Mezzanine Lender; and

WHEREAS, the forgoing recitals are intended to form an integral part of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor agrees as follows:

Section 1. Definitions.

(a) The following terms shall have the meaning ascribed thereto:

“Agreement”: Shall have the meaning provided in the first paragraph.

“Borrower Subsidiary”: Shall have the meaning set forth in the Recitals.

“Collateral”: Shall have the meaning set forth in the Mezzanine Loan Agreement.

“Environmental Law”: Shall mean any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards, or the environment, or any Hazardous Materials, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the

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Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).

“First Mezzanine Borrower”: Shall have the meaning set forth in the Recitals.

“Hazardous Materials”: Shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include:

(i) “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common maintenance and cleaning products regularly found at properties with a standard of operation and maintenance comparable to the Property;

(ii) “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder;

(iii) “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

(iv) “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

“Indemnified Parties”: Shall mean Mezzanine Lender, its parent, subsidiaries and affiliates, each of their respective shareholders, directors, officers, employees and agents, and the successors and assigns of any of them; and “Indemnified Party” shall mean any one of the Indemnified Parties.

“Indemnitor”: Shall have the meaning provided in the first paragraph.

“Master Lease”: Shall have the meaning provided in the Recitals.

“Master Lease Guaranty”: Shall have the meaning provided in the Recitals.

“Master Lessee”: Shall have the meaning provided in the Recitals.

“Mezzanine Borrower”: Shall have the meaning provided in the Recitals.

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“Mezzanine Lender”: Shall have the meaning provided in the first paragraph.

“Mezzanine Loan Agreement”: Shall have the meaning provided in the Recitals.

“Mezzanine Note”: Shall have the meaning provided in the Recitals.

“Mortgage Borrower”: Shall have the meaning provided in the Recitals.

“OSI”: Shall have the meaning provided in the Recitals.

“Release”: Shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning, or disposing into the environment.

“Second Mezzanine Borrower”: Shall have the meaning set forth in the Recitals.

“Security Instrument”: Shall have the meaning provided in the Recitals.

“Senior Mezzanine Lender”: Shall mean the First Mezzanine Lender, Second Mezzanine Lender, and/or Third Mezzanine Lender, as each is defined in the Mezzanine Loan Agreement.

“Senior Mezzanine Loan Collateral”: Shall mean, collectively, the “Collateral” as defined in the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, and the Third Mezzanine Loan Agreement.

“Third Mezzanine Borrower”: Shall have the meaning set forth in the Recitals.

“Threat of Release”: Shall mean a substantial likelihood of a Release which requires action to prevent or mitigate damage to the environment which may result from such Release.

(b) Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Mezzanine Loan Agreement, unless otherwise expressly provided herein. All references to sections shall be deemed to be references to Sections of this Agreement, unless otherwise indicated.

Section 2. Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Mezzanine Lender) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys’, consultants’ and experts’ fees and disbursements reasonably incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such

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Indemnified Party or any Individual Property with respect to events occurring prior to the date of termination of the Master Lease or Master Lessee’s loss of possession or use thereof, if earlier, as to the applicable Individual Property arising out of any of the following, except, in any such case, to the extent arising out of any acts of Mezzanine Borrower, Borrower Subsidiary, Mortgage Lender, any Senior Mezzanine Lender or any Indemnified Party: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitor (except as otherwise provided herein) first occurring prior to the earliest of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof, or otherwise, and Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed at, of or from any Individual Property by or on behalf of the Indemnitor, (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Indemnitor with respect to activities at any Individual Property, whether or not caused by or within the control of Indemnitor first occurring prior to the earliest of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquiring title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof, or otherwise, and the Mezzanine Lender or its nominee acquiring title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property, any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or any Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent areas, or any other areas for violations first occurring prior to the earlier of Mortgage Lender or its nominee acquiring title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise and Mezzanine Lender or its nominee or any Senior Mezzanine Lender or its nominee acquiring title to the affected Individual Property. Indemnitor’s obligations hereunder are

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separate and distinct from its obligations under the Master Lease and Master Lease Guaranty, as applicable, and Mezzanine Lender’s and the other Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Mezzanine Lender under the other Mezzanine Loan Documents. Indemnitor shall be liable for any and all losses or damages incurred by the Mezzanine Lender relating to the presence, Release, or Threatened Release of any Hazardous Materials on or about any Individual Property as a result of the acts or negligent omissions of Indemnitor or any principal, officer, member or partner of Indemnitor from and after the date hereof, subject to the limitations herein contained. Without limiting the generality of the foregoing, Indemnitor shall have no obligation to indemnify, defend or hold harmless any Indemnified Party for Losses that result from Mezzanine Borrower’s, Mortgage Borrower’s or any such Indemnified Party’s activities on any Individual Property or any such Person’s gross negligence or willful misconduct or first occurring after the termination of the Master Lease as to the affected Individual Property or first occurring after Mortgage Lender or its nominee acquires title to the affected Individual Property by foreclosure, conveyance in lieu thereof or otherwise, Senior Mezzanine Lender acquires title to the Senior Mezzanine Loan Collateral by foreclosure, conveyance in lieu thereof, or otherwise, or Mezzanine Lender or its nominee acquires title to the Collateral by foreclosure, conveyance in lieu thereof or otherwise, whichever is earliest. If any such action or other proceeding shall be brought against Mezzanine Lender, upon written notice from Indemnitor to Mezzanine Lender (given reasonably promptly following Mezzanine Lender’s notice to Indemnitor of such action or proceeding), Indemnitor shall be entitled to assume the defense thereof, at Indemnitor’s expense, with counsel reasonably acceptable to Mezzanine Lender; provided, however, Mezzanine Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Mezzanine Lender a right to control such defense, which right Indemnitor expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Indemnitor that would make such separate representation advisable.

Section 3. Survival.

(a) This Agreement and the indemnities provided herein shall survive the repayment of the Mezzanine Loan and, subject to the terms of such indemnity, shall survive the exercise of any remedies under the Mezzanine Loan Documents, including without limitation, any remedy in the nature of foreclosure, and shall not merge with any assignment or conveyance given by Mezzanine Borrower to Mezzanine Lender in lieu of foreclosure.

(b) It is agreed and intended by Indemnitor and Mezzanine Lender that this Agreement and the indemnities provided herein may be assigned or otherwise transferred by Mezzanine Lender to its successors and assigns and to any subsequent purchaser of all or any portion of the Mezzanine Loan by, through or under Mezzanine Lender, without notice to Indemnitor and without any further consent of Indemnitor. To the extent consent of any such assignment or transfer is required by law, advance consent to any such assignment or transfer is hereby given by Indemnitor in order to maximize the extent and effect of the indemnity given hereby.

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(c) Notwithstanding anything to the contrary contained in this Agreement, the Mezzanine Loan Agreement, or the other Mezzanine Loan Documents, the obligations and liabilities of the Indemnitor hereunder shall terminate, except to the extent of any claims for such indemnity then pending, on the earliest to occur of (i) five (5) years after the date on which the Mezzanine Loan is repaid in full and the satisfaction of all obligations of Mezzanine Borrower under the Mezzanine Loan Documents, (ii) five (5) years after Senior Mezzanine Lender acquires title to the Senior Mezzanine Loan Collateral by foreclosure, exercise of power of sale, or deed in lieu thereof, (iii) five (5) years after Mezzanine Lender or any other Indemnified Party (or any assignee or transferee which acquires an interest in the Collateral or the Loan as part of the enforcement of Mezzanine Lender’s remedies) shall have first acquired title to the Collateral by foreclosure, exercise or power of sale, or deed in lieu thereof, (iv) with respect to a particular Individual Property, five (5) years after termination of the Master Lease with respect to such Individual Property, and (v) with respect to any Individual Property, five (5) years after Mortgage Lender or its nominee acquiring title to such Individual Property by foreclosure, conveyance in lieu thereof or otherwise.

Section 4. Miscellaneous.

(a) No Waiver. The liabilities of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Mezzanine Loan Documents to or with Mezzanine Lender by Mezzanine Borrower or any Person who succeeds Mezzanine Borrower. In addition, notwithstanding any terms of any of the Mezzanine Loan Documents to the contrary, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by: (i) any extensions of time for performance required by any of the Mezzanine Loan Documents; (ii) any sale, assignment or foreclosure of the Mezzanine Note or the Mezzanine Loan Documents or any sale or transfer of all or part of any Individual Property (except as provided in Section 3(c) hereof; (iii) any exculpatory provision in any of the Mezzanine Loan Documents limiting Mezzanine Lender’s recourse to property encumbered by the Mezzanine Loan Documents or to any other security, or limiting Mezzanine Lender’s rights to a deficiency judgment against Mezzanine Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Mezzanine Borrower under any of the Mezzanine Loan Documents; (v) the release of Mezzanine Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in the Mezzanine Loan Documents by operation of law, Mezzanine Lender’s voluntary act, or otherwise; (vi) the release or substitution, in whole or in part, of any security for the Mezzanine Loan; or (vii) Mezzanine Lender’s failure to file any UCC-1 financing statements (or Mezzanine Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Mezzanine Loan; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

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(b) MARSHALLING. INDEMNITOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALLING OF MEZZANINE BORROWER’S ASSETS OR TO CAUSE MEZZANINE LENDER TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST INDEMNITOR OR TO PROCEED AGAINST INDEMNITOR OR MEZZANINE BORROWER IN ANY PARTICULAR ORDER. INDEMNITOR AGREES THAT ANY PAYMENTS REQUIRED TO BE MADE HEREUNDER SHALL BECOME DUE AND PAYABLE TEN (10) DAYS AFTER DEMAND. INDEMNITOR EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION) ACCORDED BY APPLICABLE LAW TO INDEMNITOR.

(c) Joint and Several Obligation. If Indemnitor consists of more than one Person or entity, each shall be jointly and severally liable to perform the obligations of Indemnitor hereunder. Any one of Mezzanine Borrower or one or more parties constituting Indemnitor or any other party liable upon or in respect of this Agreement or the Mezzanine Loan may be released without affecting the liability of any party not so released.

(d) Further Assurances. Indemnitor shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Mezzanine Lender all documents, and take all actions, reasonably required by Mezzanine Lender from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement, to protect and further the validity and enforceability of this Agreement or otherwise carry out the purposes of this Agreement.

(e) Notices. Any notice, election, request, demand, report or statement which by any provision of this Agreement is required or permitted to be given or served hereunder shall be in writing and shall be given or served in the manner provided in Section 19.6 of the Mezzanine Loan Agreement.

(f) Entire Agreement. This Agreement constitutes the entire and final agreement between Indemnitor and Mezzanine Lender with respect to the subject matter hereof and may only be changed, amended, modified or waived by an instrument in writing signed by Indemnitor and Mezzanine Lender.

(g) No Waiver. No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given. No delay on Mezzanine Lender’s part in exercising any right, power or privilege under this Agreement or any other Mezzanine Loan Document shall operate as a waiver of any privilege, power or right hereunder.

(h) Successors and Assigns. This Agreement shall be binding upon Indemnitor and its successors and assigns and shall inure to the benefit of Mezzanine Lender and its successors and permitted assigns. Indemnitor, without the

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prior written consent of Mezzanine Lender in each instance, may assign, transfer or set over to another, in whole or in part, all or any part of its benefits, rights, duties and obligations hereunder, including, but not limited to, performance of and compliance with conditions hereof, provided that such assignment shall not release Indemnitor of its obligations hereunder.

(i) Captions. All paragraph, section, exhibit and schedule headings and captions herein are used for reference only and in no way limit or describe the scope or intent of, or in any way affect, this Agreement.

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one binding Agreement.

(k) Severability. The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Agreement.

(l) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. INDEMNITOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON INDEMNITOR IN THE MANNER AND AT THE ADDRESS SPECIFIED FOR NOTICES IN THIS AGREEMENT. INDEMNITOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

(m) JURY TRIAL WAIVER. INDEMNITOR AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER IT, HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF INDEMNITOR OR MEZZANINE LENDER WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND INDEMNITOR HEREBY AGREES AND CONSENTS THAT AN ORIGINAL

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COUNTERPART OR A COPY OF THIS SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. INDEMNITOR ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE LOAN.

(n) Counterclaims and other Actions. Indemnitor hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by Mezzanine Lender on this Agreement, any and every right it may have to (i) interpose any counterclaim therein (other than a counterclaim which can only be asserted in the suit, action or proceeding brought by Mezzanine Lender on this Agreement and cannot be maintained in a separate action) and (ii) have any such suit, action or proceeding consolidated with any other or separate suit, action or proceeding.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, Indemnitor has executed and delivered this Agreement as of the day and year first written above.

OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company
By:	/s/ Joseph J Kadow
Name:	Joseph J Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary
PRIVATE RESTAURANT MASTER LESSEE, LLC, a Delaware limited liability company
By:	/s/ Joseph J Kadow
Name:	Joseph J Kadow
Title:	Chief Officer - Legal and Corporate Affairs Executive Vice President Secretary

EX-10.10

Exhibit 10.10

OSI RESTAURANT PARTNERS, LLC

Officer Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective June 14, 2007, by and between A. WILLIAM ALLEN, III (the “Executive”) and OSI RESTAURANT PARTNERS, LLC (the “Company”).

W I T N E S S E T H:

This Agreement is made and entered into under the following circumstances:

(a.) WH EREAS, the Company is engaged in the business of owning and operating, through its Affiliates, various restaurant concepts utilizing operating systems and trademarks owned by or licensed to the Company; and

(b.) WHEREAS, Kangaroo Holdings, Inc. and its wholly owned subsidiary Kangaroo Acquisition, Inc. (“Acquisition”) entered into an Agreement and Plan of Merger dated as of November 5, 2006 with OSI Restaurant Partners, Inc. (“OSI”) (the “Merger Agreement”), pursuant to which Acquisition merged with and into OSI on the “Closing Date” (as defined in the Merger Agreement); and

(c.) WHEREAS, immediately following the merger of Acquisition into OSI, OSI converted into the Company; and

(d.) WHEREAS, the Company desires, on the terms and conditions stated herein, to continue to employ the Executive as President and Chief Executive Officer of the Company; and

(e.) WHEREAS, the Executive desires, on the terms and conditions stated herein, to continue to be employed by the Company as its President and Chief Executive Officer.

NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms and conditions contained herein, the parties hereto agree as follows:

1. Employment and Term. Subject to earlier termination as provided for in Section 8 hereof, the Company hereby desires to continue to employ the Executive, and the Executive hereby accepts such continued employment with the Company as President and Chief Executive Officer of the Company for a term commencing on the date hereof and expiring on the fifth anniversary hereof (the “Term of Employment”). Such Term of Employment shall be automatically renewed for successive renewal terms of one (1) year each unless either party elects not to renew by giving written notice to the other party not less than sixty (60) days prior to the start of any renewal term.

2. Representations and Warranties. The Executive hereby represents and warrants to the Company that the Executive (i) is not subject to any written nonsolicitation or noncompetition agreement affecting the Executive’s employment with the Company or its Affiliates (other than any prior agreement with the Company), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting the Executive’s employment with the Company or its Affiliates (other than any prior agreement with the Company) and (iii) has brought to the Company and its Affiliates no trade secrets, confidential business information, documents or other personal property of a prior employer.

3. Duties. As President and Chief Executive Officer of the Company, the Executive shall diligently and faithfully perform such duties and functions as may be assigned to the Executive commensurate with his position as President and Chief Executive Officer of the Company by the Board of Directors of the Company. The Executive shall serve as a member of the Board of Directors, and shall also be appointed to the Board of Directors of Kangaroo Holdings, Inc.

The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the business affairs of the Company and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such duties and functions as may be assigned to the Executive commensurate with his position as President and Chief Executive Officer of the Company by the Board of Directors of the Company on all matters for which the Executive is responsible.

Notwithstanding the foregoing, the Executive shall be permitted to invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in such a form and manner as will not require any business services on the Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the Company or its Affiliates, including, but not limited to, the insider trading policy of the Company or its Affiliates.

Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld.

Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Board of Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company or the Company had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate of the Company.

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4. Compensation.

a. Base Salary. During the Term of Employment, subject to the Executive’s performance in accordance with this Agreement, the Executive shall be entitled to an annual base salary of at least $826,874.88, payable in equal biweekly installments by the Company, subject to annual increase by the Board of Directors of the Company. The base salary as shall be in effect from time to time hereunder shall be referred to herein as the “Base Salary.”

b. Bonus. During the Term of Employment, the Executive shall participate in the Company’s annual incentive bonus plan, as in effect as of the date hereof, and as may be amended by the Board of Directors of the Company from time to time in accordance with its terms, as the same may be in effect from time to time. The Executive’s maximum bonus opportunity for each fiscal year shall equal 150% of Base Salary.

5. Vacation. The Executive shall be entitled to four (4) weeks paid vacation (selected by the Executive, but subject to the reasonable business requirements of the Company) during each full year during the Term of Employment, and otherwise in accordance with Company policy as may be in effect from time to time.

6. Fringe Benefits. In addition to any other rights the Executive may have hereunder, the Executive shall also be entitled to participate in employee benefits plans, and be eligible to receive those fringe benefits, including, but not limited to, complimentary food, life insurance, medical benefits, etc., if any, as may be provided by the Company to similar employees of the Company, in each case, as such plans, programs and arrangements may be in effect from time to time, all subject to the terms of such plans, programs or arrangements and applicable policies of the Company; provided, however, that benefits and perquisites available to the Executive shall be no less favorable than those provided to the Executive prior to the “Closing” (as defined in the Merger Agreement), including with respect to airplane usage and split dollar life insurance; it being understood that the split dollar life insurance policies were “vested” by the board of directors of OSI (as reflected on Exhibit A).

In addition to the foregoing, commencing at age sixty-five (65) and contingent upon the Executive having been employed by the Company or its predecessors for seven years, the Executive will be reimbursed on a “grossed up” basis to the extent he incurs federal or state income tax liability as a result of phantom income allocated to the Executive due to the maintenance of the split dollar life insurance policies.

7. Expenses. Subject to compliance with the Company’s policies as in effect from time to time, the Executive may incur and be reimbursed by the Company for reasonable expenses on behalf of and in furtherance of the business of the Company.

8. Termination. Notwithstanding the provisions of Section 1 hereof, the Term of Employment shall terminate prior to the end of the period of time specified in Section 1 hereof, immediately upon:

(a) The death of the Executive; or

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(b) At the election of the Company in the event of the Executive’s Disability during the Term of Employment. For purposes of this Agreement, the term “Disability” shall mean the inability of the Executive, arising out of any medically determinable physical or mental impairment, to perform the services required of the Executive hereunder for a period of (i) one-hundred eighty (180) consecutive days or (ii) two-hundred forty (240) total days during any period of three-hundred and sixty-five (365) consecutive calendar days; or

(c) The existence of Cause. For purposes of this Agreement, “Cause” means any of the following: the Executive’s (i) gross neglect of duty or prolonged absence from duty (other than any such failure resulting from incapacity due to physical or mental illness) without the consent of the Company, as determined in good faith by the Board of Directors of the Company and following notice to the Executive and a reasonable opportunity to cure, (ii) conviction or a plea of guilty or nolo contendere with respect to commission of a felony under federal law or in the law of the state in which such action occurred, (iii) the willful engaging in illegal misconduct or gross misconduct that is materially and demonstrably injurious to the Company or (iv) any material violation of any material covenant or restriction contained in this Agreement; or

(d) At the election of the Company, at any time and including in the event of a determination by the Company to cease business operations; or

(e) At the election of the Executive from time to time no later than thirty (30) days following the occurrence of Good Reason; or

(f) At the election of the Executive at any time upon fifteen (15) days notice.

For all purposes of this Agreement, termination for Cause shall be deemed to have occurred on the date of the Executive’s resignation when, because of existing facts and circumstances, subsequent termination for Cause can be reasonably foreseen.

9. Severance.

(a) General. In the event of termination of the Term of Employment pursuant to Section 8 hereof, the Executive or the Executive’s estate, as appropriate, shall be entitled to receive (in addition to any fringe benefits payable upon death in the case of the Executive’s death or any disability benefits payable under any disability plan maintained by the Company) the Base Salary provided for herein up to and including the effective date of termination (the “Termination Effective Date”), prorated on a daily basis. Except as provided in Section 9(b) or Section 9(c) below, the Executive shall not be entitled to receive any severance compensation.

(b) Severance. In the event of termination of the Term of Employment pursuant to Section 8(d) or Section 8(e) hereof (including, for the avoidance of doubt, the failure of the Company to renew the Term of Employment) the Executive shall be entitled to receive as full and complete severance compensation, an amount equal to the sum of (i) the Base Salary then in effect plus (ii) the average of the three most recent annual bonuses paid to the Executive (together, the “Severance”), such severance payable in twelve (12) equal monthly installments from the effective date of such termination. The Company shall continue to provide medical, dental and vision benefits to the Executive and his eligible dependents that are substantially

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similar to those provided generally to executive officers of the Company pursuant to such welfare plans as may be in effect from time to time as if the Executive’s employment had not been terminated for the one (1) year period commencing on the day after the effective day of such termination (which may include reimbursing the Executive for the Executive’s payment of COBRA premiums). The Company’s payments of Severance are expressly conditioned upon (x) the Executive executing and delivering to the Company a timely and effective separation agreement, which shall include, but not be limited to, a general release of claims by the Executive, in the form attached hereto as Exhibit B, and (y) the Executive’s continued compliance, including after the Term of Employment, with the covenants contained in Section 10, Section 11, Section 12, Section 17, Section 18 and Section 29 hereof.

(c) Accrued Bonus. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, or as the result of the Executive’s death or Disability, the Executive shall receive, in addition to any other payments to which he is entitled pursuant to Sections 9(a) and (b) above, any accrued but unpaid bonus in respect of the fiscal year preceding the year in which such termination of employment occurred.

(d) Acknowledgement. The Executive acknowledges and agrees that in the event of termination of the Term of Employment pursuant to Section 8(d) hereof, and except for any vested benefits in tax-qualified pension plans maintained by the Company, the Severance provided in this Section 9 shall be the only obligation that the Company or any of its Affiliates shall have to the Executive.

10. Noncompetition.

(a) During Term. Except with the prior written consent of the Company, which consent shall be hereby given with respect to the LLC Interests (as such term is defined in Section 17 hereof) during the Executive’s employment with the Company, the Executive shall not, individually or jointly with others, directly or indirectly, whether for the Executive’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business, and the Executive shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity.

(b) Post Term. For a continuous period of one (1) year commencing on termination of the Executive’s employment with the Company, regardless of any termination pursuant to Section 8 hereof or any voluntary termination or resignation by the Executive, the Executive shall not, individually or jointly with others, directly or indirectly, whether for the Executive’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business that is located or intended to be located anywhere within a radius of thirty (30) miles of any restaurant owned or operated by the Company or any of its Affiliates, or any proposed full service restaurant to be owned or operated by any of the foregoing, and the Executive shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity. For purposes of this Section 10(b), full service

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restaurants owned or operated by the Company or any of its Affiliates shall include any entity in which the Company or any of its Affiliates has an interest, including, but not limited to, an interest as a franchisor, but shall not include the LLC Interests or such other interests to which the Company consents. The term “proposed full service restaurant” shall include all locations for which the Company or any of its franchisees or Affiliates is conducting active, bona fide negotiations to secure a fee or leasehold interest with the intention of establishing a full service restaurant thereon.

(c) Limitation. Notwithstanding subsections (a) and (b) immediately above, it shall not be a violation of this Section 10 for the Executive to own a three percent (3%) or smaller interest in any corporation required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, or successor statute.

11. Nondisclosure; Nonsolicitation; Nonpiracy. Except in the performance of the Executive’s duties hereunder, at no time during the Term of Employment, or at any time thereafter, shall the Executive, individually or jointly with others, for the benefit of the Executive or any third party, publish, disclose, use or authorize anyone else to publish, disclose or use any secret or confidential material or information relating to any aspect of the business or operations of the Company or any of its Affiliates, including, without limitation, any secret or confidential information relating to the business, customers, trade or industrial practices, trade secrets, technology, recipes, product specifications, restaurant operating techniques and procedures, marketing techniques and procedures, financial data, processes, vendors and other information or know-how of the Company or any of its Affiliates, except (i) to the extent required by law, regulation or valid subpoena, or (ii) to the extent that such information or material becomes publicly known or available through no fault of the Executive or his affiliates. Moreover, during the Executive’s employment with the Company and for one (1) year thereafter, except as is the result of a broad solicitation that is not targeting employees of the Company or any of its franchisees or Affiliates, the Executive shall not offer employment to, or hire, any employee of the Company or any of its franchisees or Affiliates, or otherwise directly or indirectly solicit or induce any employee of the Company or any of its franchisees or Affiliates to terminate his or her employment with the Company or any of its franchisees or Affiliates; nor shall the Executive act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, owner or part owner, or in any other capacity, of or for any person or entity that solicits or otherwise induces any employee of the Company or any of its franchisees or Affiliates to terminate his or her employment with the Company or any of its franchisees or Affiliates.

12. Company Property: Executive Duty to Return. All Company property and assets, including products, recipes, product specifications, training materials, employee selection and testing materials, marketing and advertising materials, special event, charitable and community activity materials, customer correspondence, internal memoranda, products and designs, sales information, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information, sales literature, territory printouts, call books, notebooks, textbooks and all other like information or products, including all copies, duplications, replications and derivatives of such information or products, now in the possession of the Executive or acquired by the Executive while in the employ of the Company, shall be the exclusive property of the Company, and shall be returned to the Company no later than the date of the Executive’s last day of work with the Company.

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13. Inventions, Ideas, Processes, and Designs. All inventions, ideas, recipes, processes, programs, software and designs (including all improvements) related to the business of the Company shall be disclosed in writing promptly to the Company, and shall be the sole and exclusive property of the Company, if either (i) conceived, made or used by the Executive during the course of the Executive’s employment with the Company (whether or not actually conceived during regular business hours) or (ii) made or used by the Executive for a period of six (6) months subsequent to the termination or expiration of such employment. Any invention, idea, recipe, process, program, software or design (including an improvement) shall be deemed “related to the business of the Company” if (i) it was made with equipment, facilities or confidential information of the Company, (ii) results from work performed by the Executive for the Company or (iii) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, recipes, processes and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The Executive shall provide, on the back of this Agreement, a complete list of all inventions, ideas, recipes, processes and designs if any, patented or unpatented, copyrighted or non-copyrighted, including a brief description, that the Executive made or conceived prior to the Executive’s employment with the Company, and that, therefore, are excluded from the scope of this Agreement.

14. Restrictive Covenants: Consideration; Non–Estoppel; Independent Agreements; and Non-Executory Agreements. The restrictive covenants of Section 10, Section 11 and Section 13 of this Agreement are given and made by the Executive to induce the Company to continue to employ the Executive and to enter into this Agreement with the Executive, and the Executive hereby acknowledges that employment with the Company is sufficient consideration for these restrictive covenants.

The restrictive covenants of Section 10, Section 11 and Section 13 of this Agreement shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement of any restrictive covenant.

The refusal or failure of the Company to enforce any restrictive covenant of Section 10, Section 11 and Section 13 of this Agreement (or any similar agreement) against any other employee, agent or independent contractor, for any reason, shall neither constitute a defense to the enforcement by the Company of any such restrictive covenant, nor give rise to any claim or cause of action by the Executive against the Company.

15. Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 and Section 13 hereof are reasonable and properly required for the adequate

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protection of the Company’s interests. The Executive acknowledges that the Company is the owner or the licensee of various trademarks, and the owner or the licensee of various restaurant operating systems, and has provided and will continue to provide to the Executive training in and confidential information concerning such restaurant operating systems in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof are held to be unreasonable, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary or against public policy, a lesser time period or geographical area that is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the Executive. If the Executive shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the Executive’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Executive’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal.

In the event it is necessary for the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 or Section 13 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs of such proceedings, including appellate proceedings.

16. Specific Performance. The Executive agrees that a breach of any of the covenants contained in Section 10, Section 11 or Section 13 hereof will cause irreparable injury to the Company for which the remedy at law will be inadequate and would be difficult to ascertain, and, therefore, in the event of the breach or threatened breach of any such covenants, the Company shall be entitled, in addition to any other rights and remedies that it may have at law or in equity, to obtain an injunction to restrain the Executive from any threatened or actual activities in violation of any such covenants. The Executive hereby consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings that might be brought to enforce any such covenants without the necessity of proof of actual damages, and in the event the Company does apply for such an injunction, the Executive shall not raise as a defense thereto that the Company has an adequate remedy at law.

17. Restriction on Transfer. The parties acknowledge that AWA III STEAKHOUSES, INC., a California corporation (“AWA”) is the owner of a membership interest in OUTBACK/FLEMING’S, LLC (the “LLC”). A trust in which the Executive is a grantor and trustee is the sole shareholder of AWA. The Executive acknowledges that he is familiar with, and has agreed to, the restrictions on transfer, purchase options and rights of first refusal concerning the membership interests in the LLC (the “LLC Interests”) that are provided

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in the Operating Agreement of the LLC. The Executive and AWA hereby covenant and agree that the Executive and/or AWA shall not, nor will the Executive permit AWA to: sell, assign, convey, give, transfer, pledge, hypothecate or otherwise alienate, dispose of or encumber, voluntarily or by operation of law, any LLC Interest or capital stock of AWA, now owned or hereafter acquired, or any right, title or interest therein, during the period of the purchase options and right of first refusal contained in the Operating Agreement of the LLC or in this Employment Agreement.

18. Right of First Refusal. If, at any time after the expiration or termination of the Executive’s employment with the Company, the Executive or AWA desires to transfer any LLC Interest, the Executive and AWA shall, prior to any such transfer, give Prime written notice of such desire (“Transfer Notice”), which Transfer Notice shall specify the LLC Interest to be transferred, the identity of the proposed transferee, the purchase price of the LLC Interest to be transferred and the terms for payment of said purchase price (“Purchase Price”). Any purported Transfer Notice that does not comply with the requirements of this Section 18 shall be null and void and of no effect hereunder. Upon receipt of a proper Transfer Notice, Prime shall have the right to acquire the Executive’s and AWA’s entire LLC Interest or such portion of the LLC Interest as is specified in the Transfer Notice, on terms identical to the Purchase Price or proportionately identical if Prime elects to purchase the entire LLC Interest. In the event the Purchase Price contains terms that Prime cannot reasonably duplicate, Prime shall have the right to substitute the reasonable cash equivalent thereof.

(a) Prime shall exercise the right of first refusal provided herein by mailing written notice thereof (“Election Notice”) to the Executive and AWA within thirty (30) days of the date of receipt of the Transfer Notice, stating whether Prime has elected to purchase the entire LLC Interest of the Executive and AWA, or such portion as was specified in the Transfer Notice, if less. In the event that Prime fails to mail the Election Notice to the Executive within said thirty (30) day period, Prime’s rights under this Section 18 shall lapse [except as provided in subsection (b) immediately below].

(b) The closing for any purchase pursuant to an Election Notice hereunder shall be consummated and closed on a date and at a place designated by Prime in a notice to AWA, provided such consummation and closing date shall occur within sixty (60) days from the date of mailing of the Election Notice. At such closing, the Executive and AWA shall execute and deliver all documents and instruments as are necessary and appropriate, in the opinion of counsel for Prime, to effectuate the transfer of the LLC Interest to Prime in accordance with the terms of the Transfer Notice, and Prime shall deliver the Purchase Price to AWA hereunder in immediately available funds. In the event that the Executive has any outstanding debts to Prime, such debts, including any accrued interest, shall be repaid from the Purchase Price at closing. In the event Prime does not elect pursuant to the provisions herein to exercise its rights specified herein, or in the event the closing for any purchase pursuant to the provisions herein does not occur within the time limits specified herein, then AWA shall be free to transfer the exact portion of its LLC Interest as was specified in the Transfer Notice to the person or entity identified in the Transfer Notice in exchange for the exact Purchase Price as was specified in the Transfer Notice, provided, however, that the closing and consummation of such transfer shall occur within one hundred thirty (130) days after the date of mailing of the Transfer Notice. In the event such transfer is not so closed and consummated within such period, the purchase option granted to

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Prime herein shall again be exercisable and the Executive shall make no Transfer of any portion of his Interest, or any right, title or interest therein, until he has again complied with all terms and provisions of this Section 18.

19. Certain Covenants. For the avoidance of doubt, the termination of this Agreement or expiration of the Term of Employment, for any reason, shall not extinguish those obligations of the Executive specified in Section 10, Section 11, Section 13 and Section 29 hereof, those obligations of the Company specified in Section 9 hereof, or the obligation of the Company to provide the Executive with gross-up payments referenced in the second paragraph of Section 6 and with respect to the merger of Acquisition and OSI as specified in Section 32 hereof.

20. Captions; Terms. The captions of this Agreement are for convenience only, and shall not be construed to limit, define or modify the substantive terms hereof.

21. Acknowledgments. The Executive hereby acknowledges that the Executive has been provided with a copy of this Agreement for review prior to signing it, that the Executive has been given the opportunity to have this Agreement reviewed by Executive’s attorney prior to signing it, that the Executive understands the purposes and effects of this Agreement and that the Executive has been given a signed copy of this Agreement for the Executive’s own records.

22. Notices. All notices or other communications provided for herein to be given or sent to a party by another party shall be deemed validly given or sent if in writing and mailed, postage prepaid, by certified United States mail, return receipt requested (with effect two (2) business days after sent), delivered by hand (with effect upon delivery) or by nationally recognized overnight courier (with effect one (1) business day after sent) addressed to the parties at their addresses set forth on the records of the company. Any party may give notice to the other party at any time, by the method specified above, of a change in the address at which, or the person to whom, notice is to be addressed (which shall be effective upon receipt).

23. Severability. Each section and subsection of this Agreement constitutes a separate and distinct undertaking, covenant or provision hereof. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event such a limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.

24. Waiver. The failure of a party to enforce any term, provision or condition of this Agreement at any time or times shall not be deemed a waiver of that term, provision or condition for the future, nor shall any specific waiver of a term, provision, or condition at one time be deemed a waiver of such term, provision, or condition for any future time or times.

25. Assignment; Parties. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their legal representatives, executors, administrators, heirs and proper successors or permitted assigns, as the case may be. This Agreement and the rights and duties created hereunder, shall not be assignable or delegable by the Executive. The

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Company shall have the right, without the Executive’s consent, to assign this Agreement, in whole or in part, and any or all of the rights and duties hereunder, to any Affiliate of the Company, or any successor to the Company, and the Executive shall be bound by such assignment.

26. Governing Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Florida without giving effect to the principles of comity or conflicts of laws thereof.

27. Consent to Personal Jurisdiction and Venue. The Executive hereby consents to personal jurisdiction and venue, for any action brought by the Company arising out of a breach or threatened breach of this Agreement or out of the relationship established by this Agreement, exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida and, if applicable, the federal and state courts in any jurisdiction where the Executive is employed or resides; the Executive hereby agrees that any action brought by the Executive, alone or in combination with others, against the Company, whether arising out of this Agreement or otherwise, shall be brought exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida.

28. Affiliate. Whenever used in this Agreement, the term “Affiliate” shall mean, with respect to any entity, all persons or entities directly or indirectly controlled by Kangaroo Holdings, Inc., where control may be by management authority, contract or equity interest.

29. Cooperation. The Executive shall cooperate fully with all reasonable requests for information and participation by the Company, its agents or its attorneys in prosecuting or defending claims, suits and disputes brought on behalf of or against the Company and in which Executive is involved or about which Executive has knowledge.

30. Fees and Expenses. The Company will pay, or cause to be paid, all reasonable legal fees incurred by the Executive arising out of the negotiation and drafting of this Agreement, the Executive’s rollover agreement, the option agreement and any other agreements or arrangements ancillary thereto.

31. Amendments. No change, modification or termination of any of the terms, provisions or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement.

32. 280G. With respect to the merger of Acquisition and OSI as contemplated by the Merger Agreement, the Company shall provide the Executive with the gross-up payments provided for under Section 35 of the Executive’s employment agreement dated as of March 8, 2006, as amended November 5, 2006. If, after the date hereof, there occurs a transaction that constitutes a “change of control” under Regulation 1.280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company and the Executive shall use commercially reasonable best efforts to take such actions as may be necessary to avoid the imposition of any the excise tax imposed by Section 4999 of the Code on the Executive, including seeking to obtain stockholder approval in accordance with the terms of Section 280G(b)(5).

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33. WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL RIGHT TO A JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES.

THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED–FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

THE PARTIES INTEND THAT THIS WAIVER OF THE RIGHT TO A JURY TRIAL BE AS BROAD AS POSSIBLE. BY THEIR SIGNATURES BELOW, THE PARTIES PROMISE, WARRANT AND REPRESENT THAT THEY WILL NOT PLEAD FOR, REQUEST OR OTHERWISE SEEK TO HAVE A JURY TO RESOLVE ANY AND ALL DISPUTES THAT MAY ARISE BY, BETWEEN OR AMONG THEM.

34. Entire Agreement; Counterparts. This Agreement and the agreements referred to herein constitute the entire agreement between the parties hereto concerning the subject matter hereof, and supersede all prior memoranda, correspondence, conversations, negotiations and agreements. This Agreement may be executed in several identical counterparts that together shall constitute but one and the same Agreement.

35. Definitions.

“Good Reason” means any of the following: (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior to the date hereof, or any diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive, (ii) a reduction by the Company in the Executive’s Base Salary or benefits as in effect immediately prior to the date hereof, (iii) the Company requiring the Executive to be based at or generally work from any location more than fifty (50) miles from the location at which the Executive was based or generally worked immediately prior to the effective date hereof, (iv) without limiting the generality of clause (ii) above, failure by the Company to comply with the proviso of Section 6 hereof or (v) failure by the Company to comply with the provisions of the second sentence of Section 3 hereof.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

“EXECUTIVE”

/s/ A. William Allen, III

A. WILLIAM ALLEN, III

Amended and Restated Employment Agreement

“THE COMPANY”
OSI RESTAURANT PARTNERS, LLC
By:	/s/ Paul E. Avery
Name:	Paul E. Avery
Title:	Authorized Representative

Amended and Restated Employment Agreement

JOINDER OF AWA

AWA III Steakhouses, Inc., a California corporation (“AWA”), hereby agrees to be bound by, perform and comply with all restrictions, agreements, covenants and obligations applicable to AWA contained in Section 17 and Section 18 of this Agreement.

		AWA III STEAKHOUSES, INC.
By:	/s/ A. William Allen, III	By:	/s/ A. William Allen, III
	A. WILLIAM ALLEN, III, Secretary		A. WILLIAM ALLEN, III President

Amended and Restated Employment Agreement

EX-10.11

Exhibit 10.11

OSI RESTAURANT PARTNERS, LLC

Officer Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective June 14, 2007, by and between DIRK A. MONTGOMERY (the “Executive”) and OSI RESTAURANT PARTNERS, LLC (the “Company”).

W I T N E S S E T H:

This Agreement is made and entered into under the following circumstances:

(a.) WHEREAS, the Company is engaged in the business of owning and operating, through its Affiliates, various restaurant concepts utilizing operating systems and trademarks owned by or licensed to the Company; and

(b.) WHEREAS, Kangaroo Holdings, Inc. and its wholly owned subsidiary Kangaroo Acquisition, Inc. (“Acquisition”) entered into an Agreement and Plan of Merger dated as of November 5, 2006 with OSI Restaurant Partners, Inc. (“OSI”) (the “Merger Agreement”), pursuant to which Acquisition merged with and into OSI on the “Closing Date” (as defined in the Merger Agreement); and

(c.) WHEREAS, immediately following the merger of Acquisition into OSI, OSI converted into the Company; and

(d.) WHEREAS, the Company desires, on the terms and conditions stated herein, to continue to employ the Executive as Chief Financial Officer of the Company; and

(e.) WHEREAS, the Executive desires, on the terms and conditions stated herein, to continue to be employed by the Company as its Chief Financial Officer.

NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms and conditions contained herein, the parties hereto agree as follows:

1. Employment and Term. Subject to earlier termination as provided for in Section 8 hereof, the Company hereby desires to continue to employ the Executive, and the Executive hereby accepts such continued employment with the Company, as Chief Financial Officer of the Company for a term commencing on the date hereof and expiring on the fifth anniversary hereof (the “Term of Employment”). Such Term of Employment shall be automatically renewed for successive renewal terms of one (1) year each unless either party elects not to renew by giving written notice to the other party not less than sixty (60) days prior to the start of any renewal term.

2. Representations and Warranties. The Executive hereby represents and warrants to the Company that the Executive (i) is not subject to any written nonsolicitation or noncompetition agreement affecting the Executive’s employment with the Company or its Affiliates (other than any prior agreement with the Company), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting the Executive’s employment with

the Company or its Affiliates (other than any prior agreement with the Company) and (iii) has brought to the Company and its Affiliates no trade secrets, confidential business information, documents or other personal property of a prior employer.

3. Duties. As Chief Financial Officer of the Company, the Executive shall diligently and faithfully perform such duties and functions as may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Company by the Board of Directors of the Company.

The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the business affairs of the Company and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such duties and functions as may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Company by the Board of Directors of the Company on all matters for which the Executive is responsible.

Notwithstanding the foregoing, the Executive shall be permitted to invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in such a form and manner as will not require any business services on the Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the Company or its Affiliates, including, but not limited to, the insider trading policy of the Company or its Affiliates.

Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld.

Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Board of Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company or the Company had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate of the Company.

4. Compensation.

a. Base Salary. During the Term of Employment, subject to the Executive’s performance in accordance with this Agreement, the Executive shall be entitled to an annual base

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salary of at least $420,000.00, payable in equal biweekly installments by the Company, subject to annual increase by the Board of Directors of the Company. The base salary as shall be in effect from time to time hereunder shall be referred to herein as the “Base Salary.”

b. Bonus. During the Term of Employment, the Executive shall participate in the Company’s annual incentive bonus plan, as in effect as of the date hereof, and as may be amended by the Board of Directors of the Company from time to time in accordance with its terms, as the same may be in effect from time to time. The Executive’s maximum bonus opportunity for each fiscal year shall equal 150% of Base Salary.

5. Vacation. The Executive shall be entitled to four (4) weeks paid vacation (selected by the Executive, but subject to the reasonable business requirements of the Company) during each full year during the Term of Employment, and otherwise in accordance with Company policy as may be in effect from time to time.

6. Fringe Benefits. In addition to any other rights the Executive may have hereunder, the Executive shall also be entitled to participate in employee benefits plans, and be eligible to receive those fringe benefits, including, but not limited to, complimentary food, life insurance, medical benefits, etc., if any, as may be provided by the Company to similar employees of the Company, in each case, as such plans, programs and arrangements may be in effect from time to time, all subject to the terms of such plans, programs or arrangements and applicable policies of the Company; provided, however, that benefits and perquisites available to the Executive shall be no less favorable than those provided to the Executive prior to the “Closing” (as defined in the Merger Agreement), including with respect to airplane usage and split dollar life insurance; it being understood that the split dollar life insurance policies were “vested” by the board of directors of OSI (as reflected on Exhibit A).

In addition to the foregoing, commencing at age sixty-five (65), and contingent upon the Executive having been employed by the Company or its predecessors for seven years, the Executive will be reimbursed on a “grossed up” basis to the extent he incurs federal or state income tax liability as a result of phantom income allocated to the Executive due to the maintenance of the split dollar life insurance policies.

7. Expenses. Subject to compliance with the Company’s policies as in effect from time to time, the Executive may incur and be reimbursed by the Company for reasonable expenses on behalf of and in furtherance of the business of the Company.

8. Termination. Notwithstanding the provisions of Section 1 hereof, the Term of Employment shall terminate prior to the end of the period of time specified in Section 1 hereof, immediately upon:

(a) The death of the Executive; or

(b) At the election of the Company in the event of the Executive’s Disability during the Term of Employment. For purposes of this Agreement, the term “Disability” shall mean the inability of the Executive, arising out of any medically determinable physical or mental impairment, to perform the services required of the Executive hereunder for a period of (i) one-

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hundred eighty (180) consecutive days or (ii) two-hundred forty (240) total days during any period of three-hundred and sixty-five (365) consecutive calendar days; or

(c) The existence of Cause. For purposes of this Agreement, “Cause” means any of the following: the Executive’s (i) gross neglect of duty or prolonged absence from duty (other than any such failure resulting from incapacity due to physical or mental illness) without the consent of the Company, as determined in good faith by the Board of Directors of the Company and following notice to the Executive and a reasonable opportunity to cure, (ii) conviction or a plea of guilty or nolo contendere with respect to commission of a felony under federal law or in the law of the state in which such action occurred, (iii) the willful engaging in illegal misconduct or gross misconduct that is materially and demonstrably injurious to the Company or (iv) any material violation of any material covenant or restriction contained in this Agreement; or

(d) At the election of the Company, at any time and including in the event of a determination by the Company to cease business operations; or

(e) At the election of the Executive from time to time no later than thirty (30) days following the occurrence of Good Reason; or

(f) At the election of the Executive at any time upon fifteen (15) days notice.

For all purposes of this Agreement, termination for Cause shall be deemed to have occurred on the date of the Executive’s resignation when, because of existing facts and circumstances, subsequent termination for Cause can be reasonably foreseen.

9. Severance.

(a) General. In the event of termination of the Term of Employment pursuant to Section 8 hereof, the Executive or the Executive’s estate, as appropriate, shall be entitled to receive (in addition to any fringe benefits payable upon death in the case of the Executive’s death or any disability benefits payable under any disability plan maintained by the Company) the Base Salary provided for herein up to and including the effective date of termination (the “Termination Effective Date”), prorated on a daily basis. Except as provided in Section 9(b) or Section 9(c) below, the Executive shall not be entitled to receive any severance compensation.

(b) Severance. In the event of termination of the Term of Employment pursuant to Section 8(d) or Section 8(e) hereof (including, for the avoidance of doubt, the failure of the Company to renew the Term of Employment), the Executive shall be entitled to receive as full and complete severance compensation, an amount equal to the sum of (i) the Base Salary then in effect plus (ii) the average of the three most recent annual bonuses paid to the Executive (together, the “Severance”), such severance payable in twelve (12) equal monthly installments from the effective date of such termination. The Company shall continue to provide medical, dental and vision benefits to the Executive and his eligible dependents that are substantially similar to those provided generally to executive officers of the Company pursuant to such welfare plans as may be in effect from time to time as if the Executive’s employment had not been terminated for the one (1) year period commencing on the day after the effective day of such termination (which may include reimbursing the Executive for the Executive’s payment of

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COBRA premiums). The Company’s payments of Severance are expressly conditioned upon (x) the Executive executing and delivering to the Company a timely and effective separation agreement, which shall include, but not be limited to, a general release of claims by the Executive, in the form attached hereto as Exhibit B, and (y) the Executive’s continued compliance, including after the Term of Employment, with the covenants contained in Section 10, Section 11, Section 12 and Section 27 hereof.

(c) Accrued Bonus. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, or as the result of the Executive’s death or Disability, the Executive shall receive, in addition to any other payments to which he is entitled pursuant to Sections 9(a) and (b) above, any accrued but unpaid bonus in respect of the fiscal year preceding the year in which such termination of employment occurred.

(d) Acknowledgement. The Executive acknowledges and agrees that in the event of termination of the Term of Employment pursuant to Section 8(d) hereof, and except for any vested benefits in tax-qualified pension plans maintained by the Company, the Severance provided in this Section 9 shall be the only obligation that the Company or any of its Affiliates shall have to the Executive.

10. Noncompetition.

(a) During Term. Except with the prior written consent of the Company, during the Executive’s employment with the Company, the Executive shall not, individually or jointly with others, directly or indirectly, whether for the Executive’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business, and the Executive shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity.

(b) Post Term. For a continuous period of one (1) year commencing on termination of the Executive’s employment with the Company, regardless of any termination pursuant to Section 8 hereof or any voluntary termination or resignation by the Executive, the Executive shall not, individually or jointly with others, directly or indirectly, whether for the Executive’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business that is located or intended to be located anywhere within a radius of thirty (30) miles of any restaurant owned or operated by the Company or any of its Affiliates, or any proposed full service restaurant to be owned or operated by any of the foregoing, and the Executive shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity. For purposes of this Section 10(b), full service restaurants owned or operated by the Company or any of its Affiliates shall include any entity in which the Company or any of its Affiliates has an interest, including, but not limited to, an interest as a franchisor, but shall not include any entities to whose exclusion the Company consents. The term “proposed full service restaurant” shall include all locations for which the Company or any of its franchisees or Affiliates is conducting active, bona fide negotiations to

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secure a fee or leasehold interest with the intention of establishing a full service restaurant thereon.

(c) Limitation. Notwithstanding subsections (a) and (b) immediately above, it shall not be a violation of this Section 10 for the Executive to own a three percent (3%) or smaller interest in any corporation required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, or successor statute.

11. Nondisclosure; Nonsolicitation; Nonpiracy. Except in the performance of the Executive’s duties hereunder, at no time during the Term of Employment, or at any time thereafter, shall the Executive, individually or jointly with others, for the benefit of the Executive or any third party, publish, disclose, use or authorize anyone else to publish, disclose or use any secret or confidential material or information relating to any aspect of the business or operations of the Company or any of its Affiliates, including, without limitation, any secret or confidential information relating to the business, customers, trade or industrial practices, trade secrets, technology, recipes, product specifications, restaurant operating techniques and procedures, marketing techniques and procedures, financial data, processes, vendors and other information or know-how of the Company or any of its Affiliates, except (i) to the extent required by law, regulation or valid subpoena, or (ii) to the extent that such information or material becomes publicly known or available through no fault of the Executive or his affiliates. Moreover, during the Executive’s employment with the Company and for one (1) year thereafter, except as is the result of a broad solicitation that is not targeting employees of the Company or any of its franchisees or Affiliates, the Executive shall not offer employment to, or hire, any employee of the Company or any of its franchisees or Affiliates, or otherwise directly or indirectly solicit or induce any employee of the Company or any of its franchisees or Affiliates to terminate his or her employment with the Company or any of its franchisees or Affiliates; nor shall the Executive act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, owner or part owner, or in any other capacity, of or for any person or entity that solicits or otherwise induces any employee of the Company or any of its franchisees or Affiliates to terminate his or her employment with the Company or any of its franchisees or Affiliates.

12. Company Property: Executive Duty to Return. All Company property and assets, including products, recipes, product specifications, training materials, employee selection and testing materials, marketing and advertising materials, special event, charitable and community activity materials, customer correspondence, internal memoranda, products and designs, sales information, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information, sales literature, territory printouts, call books, notebooks, textbooks and all other like information or products, including all copies, duplications, replications and derivatives of such information or products, now in the possession of the Executive or acquired by the Executive while in the employ of the Company, shall be the exclusive property of the Company, and shall be returned to the Company no later than the date of the Executive’s last day of work with the Company.

13. Inventions, Ideas, Processes and Designs. All inventions, ideas, recipes, processes, programs, software and designs (including all improvements) related to the business of the Company shall be disclosed in writing promptly to the Company, and shall be the sole and

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exclusive property of the Company, if either (i) conceived, made or used by the Executive during the course of the Executive’s employment with the Company (whether or not actually conceived during regular business hours) or (ii) made or used by the Executive for a period of six (6) months subsequent to the termination or expiration of such employment. Any invention, idea, recipe, process, program, software or design (including an improvement) shall be deemed “related to the business of the Company” if (i) it was made with equipment, facilities or confidential information of the Company, (ii) results from work performed by the Executive for the Company or (iii) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, recipes, processes and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The Executive shall provide, on the back of this Agreement, a complete list of all inventions, ideas, recipes, processes and designs if any, patented or unpatented, copyrighted or non-copyrighted, including a brief description, that the Executive made or conceived prior to the Executive’s employment with the Company, and that, therefore, are excluded from the scope of this Agreement.

14. Restrictive Covenants: Consideration; Non–Estoppel; Independent Agreements; and Non-Executory Agreements. The restrictive covenants of Section 10, Section 11 and Section 13 of this Agreement are given and made by the Executive to induce the Company to continue to employ the Executive and to enter into this Agreement with the Executive, and the Executive hereby acknowledges that employment with the Company is sufficient consideration for these restrictive covenants.

The restrictive covenants of Section 10, Section 11 and Section 13 of this Agreement shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement of any restrictive covenant.

The refusal or failure of the Company to enforce any restrictive covenant of Section 10, Section 11 and Section 13 of this Agreement (or any similar agreement) against any other employee, agent or independent contractor, for any reason, shall neither constitute a defense to the enforcement by the Company of any such restrictive covenant, nor give rise to any claim or cause of action by the Executive against the Company.

15. Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 and Section 13 hereof are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges that the Company is the owner or the licensee of various trademarks, and the owner or the licensee of various restaurant operating systems, and has provided and will continue to provide to the Executive training in and confidential information concerning such restaurant operating systems in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13

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hereof are held to be unreasonable, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary or against public policy, a lesser time period or geographical area that is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the Executive. If the Executive shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the Executive’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Executive’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal.

In the event it is necessary for the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 or Section 13 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs of such proceedings, including appellate proceedings.

16. Specific Performance. The Executive agrees that a breach of any of the covenants contained in Section 10, Section 11 or Section 13 hereof will cause irreparable injury to the Company for which the remedy at law will be inadequate and would be difficult to ascertain, and, therefore, in the event of the breach or threatened breach of any such covenants, the Company shall be entitled, in addition to any other rights and remedies that it may have at law or in equity, to obtain an injunction to restrain the Executive from any threatened or actual activities in violation of any such covenants. The Executive hereby consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings that might be brought to enforce any such covenants without the necessity of proof of actual damages, and in the event the Company does apply for such an injunction, the Executive shall not raise as a defense thereto that the Company has an adequate remedy at law.

17. Certain Covenants. For the avoidance of doubt, the termination of this Agreement or expiration of the Term of Employment, for any reason, shall not extinguish those obligations of the Executive specified in Section 10, Section 11, Section 13 and Section 27 hereof, those obligations of the Company specified in Section 9 hereof, or the obligation of the Company to provide the Executive with gross-up payments referenced in the second paragraph of Section 6 and, with respect to the merger of Acquisition and OSI, as specified in Section 30 hereof.

18. Captions; Terms. The captions of this Agreement are for convenience only, and shall not be construed to limit, define or modify the substantive terms hereof.

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19. Acknowledgments. The Executive hereby acknowledges that the Executive has been provided with a copy of this Agreement for review prior to signing it, that the Executive has been given the opportunity to have this Agreement reviewed by Executive’s attorney prior to signing it, that the Executive understands the purposes and effects of this Agreement and that the Executive has been given a signed copy of this Agreement for the Executive’s own records.

20. Notices. All notices or other communications provided for herein to be given or sent to a party by another party shall be deemed validly given or sent if in writing and mailed, postage prepaid, by certified United States mail, return receipt requested (with effect two (2) business days after sent), delivered by hand (with effect upon delivery) or by nationally recognized overnight courier (with effect one (1) business day after sent) addressed to the parties at their addresses set forth on the records of the company. Any party may give notice to the other party at any time, by the method specified above, of a change in the address at which, or the person to whom, notice is to be addressed (which shall be effective upon receipt).

21. Severability. Each section and subsection of this Agreement constitutes a separate and distinct undertaking, covenant or provision hereof. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event such a limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.

22. Waiver. The failure of a party to enforce any term, provision or condition of this Agreement at any time or times shall not be deemed a waiver of that term, provision or condition for the future, nor shall any specific waiver of a term, provision, or condition at one time be deemed a waiver of such term, provision, or condition for any future time or times.

23. Assignment; Parties. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their legal representatives, executors, administrators, heirs and proper successors or permitted assigns, as the case may be. This Agreement and the rights and duties created hereunder shall not be assignable or delegable by the Executive. The Company shall have the right, without the Executive’s knowledge or the Executive’s consent, to assign this Agreement, in whole or in part, and any or all of the rights and duties hereunder, to any Affiliate of the Company, or any successor to the Company, and the Executive shall be bound by such assignment.

24. Governing Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Florida without giving effect to the principles of comity or conflicts of laws thereof.

25. Consent to Personal Jurisdiction and Venue. The Executive hereby consents to personal jurisdiction and venue, for any action brought by the Company arising out of a breach or threatened breach of this Agreement or out of the relationship established by this Agreement, exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida and, if applicable, the federal and state courts in any jurisdiction where the Executive is employed or resides; the

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Executive hereby agrees that any action brought by the Executive, alone or in combination with others, against the Company, whether arising out of this Agreement or otherwise, shall be brought exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida.

26. Affiliate. Whenever used in this Agreement, the term “Affiliate” shall mean, with respect to any entity, all persons or entities directly or indirectly controlled by Kangaroo Holdings, Inc., where control may be by management authority, contract or equity interest.

27. Cooperation. The Executive shall cooperate fully with all reasonable requests for information and participation by the Company, its agents or its attorneys in prosecuting or defending claims, suits and disputes brought on behalf of or against the Company and in which Executive is involved or about which Executive has knowledge.

28. Fees and Expenses. The Company will pay, or cause to be paid, all reasonable legal fees incurred by the Executive arising out of the negotiation and drafting of this Agreement, the Executive’s rollover stock agreement, the option agreement and any other agreements or arrangements ancillary thereto.

29. Amendments. No change, modification or termination of any of the terms, provisions or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement.

30. 280G. With respect to the merger of Acquisition and OSI as contemplated by the Merger Agreement, the Company shall provide the Executive with the gross-up payments provided for under Section 34 of the Executive’s employment agreement dated as of March 8, 2006, as amended November 5, 2006. If, after the date hereof, there occurs a transaction that constitutes a “change of control” under Regulation 1.280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company and the Executive shall use commercially reasonable best efforts to take such actions as may be necessary to avoid the imposition of any the excise tax imposed by Section 4999 of the Code on the Executive, including seeking to obtain stockholder approval in accordance with the terms of Section 280G(b)(5).

31. WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL RIGHT TO A JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES.

THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT EITHER OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED–FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT ANY

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PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

THE PARTIES INTEND THAT THIS WAIVER OF THE RIGHT TO A JURY TRIAL BE AS BROAD AS POSSIBLE. BY THEIR SIGNATURES BELOW, THE PARTIES PROMISE, WARRANT AND REPRESENT THAT THEY WILL NOT PLEAD FOR, REQUEST OR OTHERWISE SEEK TO HAVE A JURY TO RESOLVE ANY AND ALL DISPUTES THAT MAY ARISE BY, BETWEEN OR AMONG THEM.

32. Entire Agreement; Counterparts. This Agreement and the agreements referred to herein constitute the entire agreement between the parties hereto concerning the subject matter hereof, and supersede all prior memoranda, correspondence, conversations, negotiations and agreements. This Agreement may be executed in several identical counterparts that together shall constitute but one and the same Agreement.

33. Definitions.

“Good Reason” means any of the following: (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior to the date hereof, or any diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive, (ii) a reduction by the Company in the Executive’s Base Salary or benefits as in effect immediately prior to the date hereof, (iii) the Company requiring the Executive to be based at or generally work from any location more than fifty (50) miles from the location at which the Executive was based or generally worked immediately prior to the effective date hereof or (iv) without limiting the generality of clause (ii) above, failure by the Company to comply with the proviso of Section 6 hereof.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

“EXECUTIVE”

/s/ Dirk A. Montgomery

Dirk A. Montgomery

Amended and Restated Employment Agreement

“THE COMPANY”
OSI RESTAURANT PARTNERS, LLC
By:	/s/ A. William Allen, III
Name:	A. William Allen, III
Title:	Authorized Representative

Amended and Restated Employment Agreement

EX-10.12

Exhibit 10.12

OSI RESTAURANT PARTNERS, LLC

Officer Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective June 14, 2007, by and between JOSEPH J. KADOW (the “Executive”) and OSI RESTAURANT PARTNERS, LLC (the “Company”).

W I T N E S S E T H:

This Agreement is made and entered into under the following circumstances:

(a.) WHEREAS, the Company is engaged in the business of owning and operating, through its Affiliates, various restaurant concepts utilizing operating systems and trademarks owned by or licensed to the Company; and

(b.) WHEREAS, Kangaroo Holdings, Inc. and its wholly owned subsidiary Kangaroo Acquisition, Inc. (“Acquisition”) entered into an Agreement and Plan of Merger dated as of November 5, 2006 with OSI Restaurant Partners, Inc. (“OSI”) (the “Merger Agreement”), pursuant to which Acquisition merged with and into OSI on the “Closing Date” (as defined in the Merger Agreement); and

(c.) WHEREAS, immediately following the merger of Acquisition into OSI, OSI converted into the Company; and

(d.) WHEREAS, the Company desires, on the terms and conditions stated herein, to continue to employ the Executive as Chief Officer – Legal and Corporate Affairs of the Company; and

(e.) WHEREAS, the Executive desires, on the terms and conditions stated herein, to continue to be employed by the Company as its Chief Officer – Legal and Corporate Affairs.

NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms and conditions contained herein, the parties hereto agree as follows:

1. Employment and Term. Subject to earlier termination as provided for in Section 8 hereof, the Company hereby desires to continue to employ the Executive, and the Executive hereby accepts such continued employment with the Company, as Chief Officer – Legal and Corporate Affairs of the Company for a term commencing on the date hereof and expiring on the fifth anniversary hereof (the “Term of Employment”). Such Term of Employment shall be automatically renewed for successive renewal terms of one (1) year each unless either party elects not to renew by giving written notice to the other party not less than sixty (60) days prior to the start of any renewal term.

2. Representations and Warranties. The Executive hereby represents and warrants to the Company that the Executive (i) is not subject to any written nonsolicitation or noncompetition agreement affecting the Executive’s employment with the Company or its Affiliates (other than any prior agreement with the Company), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting the Executive’s employment with the Company or its Affiliates (other than any prior agreement with the Company) and (iii) has brought to the Company and its Affiliates no trade secrets, confidential business information, documents or other personal property of a prior employer.

3. Duties. As Chief Officer – Legal and Corporate Affairs of the Company, the Executive shall diligently and faithfully perform such duties and functions as may be assigned to the Executive commensurate with his position as Chief Officer – Legal and Corporate Affairs of the Company by the Board of Directors of the Company.

The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the business affairs of the Company and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such duties and functions as may be assigned to the Executive commensurate with his position as Chief Officer – Legal and Corporate Affairs of the Company by the Board of Directors of the Company on all matters for which the Executive is responsible.

Notwithstanding the foregoing, the Executive shall be permitted to invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in such a form and manner as will not require any business services on the Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the Company or its Affiliates, including, but not limited to, the insider trading policy of the Company or its Affiliates.

Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld.

Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Board of Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company or the Company had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate of the Company.

4. Compensation.

a. Base Salary. During the Term of Employment, subject to the Executive’s performance in accordance with this Agreement, the Executive shall be entitled to an annual base salary of at least $458,640.00, payable in equal biweekly installments by the Company, subject to annual increase by the Board of Directors of the Company. The base salary as shall be in effect from time to time hereunder shall be referred to herein as the “Base Salary.”

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b. Bonus. During the Term of Employment, the Executive shall participate in the Company’s annual incentive bonus plan, as in effect as of the date hereof, and as may be amended by the Board of Directors of the Company from time to time in accordance with its terms, as the same may be in effect from time to time. The Executive’s maximum bonus opportunity for each fiscal year shall equal 100% of Base Salary.

5. Vacation. The Executive shall be entitled to four (4) weeks paid vacation (selected by the Executive, but subject to the reasonable business requirements of the Company) during each full year during the Term of Employment, and otherwise in accordance with Company policy as may be in effect from time to time.

6. Fringe Benefits. In addition to any other rights the Executive may have hereunder, the Executive shall also be entitled to participate in employee benefits plans, and be eligible to receive those fringe benefits, including, but not limited to, complimentary food, life insurance, medical benefits, etc., if any, as may be provided by the Company to similar employees of the Company, in each case, as such plans, programs and arrangements may be in effect from time to time, all subject to the terms of such plans, programs or arrangements and applicable policies of the Company; provided, however, that benefits and perquisites available to the Executive shall be no less favorable than those provided to the Executive prior to the “Closing” (as defined in the Merger Agreement), including with respect to airplane usage and split dollar life insurance; it being understood that the split dollar life insurance policies were “vested” by the board of directors of OSI (as reflected on Exhibit A).

In addition to the foregoing, commencing at age sixty-five (65), and contingent upon the Executive having been employed by the Company or its predecessors for seven years, the Executive will be reimbursed on a “grossed up” basis to the extent he incurs federal or state income tax liability as a result of phantom income allocated to the Executive due to the maintenance of the split dollar life insurance policies.

7. Expenses. Subject to compliance with the Company’s policies as in effect from time to time, the Executive may incur and be reimbursed by the Company for reasonable expenses on behalf of and in furtherance of the business of the Company.

8. Termination. Notwithstanding the provisions of Section 1 hereof, the Term of Employment shall terminate prior to the end of the period of time specified in Section 1 hereof, immediately upon:

(a) The death of the Executive; or

(b) At the election of the Company in the event of the Executive’s Disability during the Term of Employment. For purposes of this Agreement, the term “Disability” shall mean the inability of the Executive, arising out of any medically determinable physical or mental impairment, to perform the services required of the Executive hereunder for a period of (i) one- hundred eighty (180) consecutive days or (ii) two-hundred forty (240) total days during any period of three-hundred and sixty-five (365) consecutive calendar days; or

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(c) The existence of Cause. For purposes of this Agreement, “Cause” means any of the following: the Executive’s (i) gross neglect of duty or prolonged absence from duty (other than any such failure resulting from incapacity due to physical or mental illness) without the consent of the Company, as determined in good faith by the Board of Directors of the Company and following notice to the Executive and a reasonable opportunity to cure, (ii) conviction or a plea of guilty or nolo contendere with respect to commission of a felony under federal law or in the law of the state in which such action occurred, (iii) the willful engaging in illegal misconduct or gross misconduct that is materially and demonstrably injurious to the Company or (iv) any material violation of any material covenant or restriction contained in this Agreement; or

(d) At the election of the Company, at any time and including in the event of a determination by the Company to cease business operations; or

(e) At the election of the Executive from time to time no later than thirty (30) days following the occurrence of Good Reason; or

(f) At the election of the Executive at any time upon fifteen (15) days notice.

For all purposes of this Agreement, termination for Cause shall be deemed to have occurred on the date of the Executive’s resignation when, because of existing facts and circumstances, subsequent termination for Cause can be reasonably foreseen.

9. Severance.

(a) General. In the event of termination of the Term of Employment pursuant to Section 8 hereof, the Executive or the Executive’s estate, as appropriate, shall be entitled to receive (in addition to any fringe benefits payable upon death in the case of the Executive’s death or any disability benefits payable under any disability plan maintained by the Company) the Base Salary provided for herein up to and including the effective date of termination (the “Termination Effective Date”), prorated on a daily basis. Except as provided in Section 9(b) or Section 9(c) below, the Executive shall not be entitled to receive any severance compensation.

(b) Severance. In the event of termination of the Term of Employment pursuant to Section 8(d) or Section 8(e) hereof (including, for the avoidance of doubt, the failure of the Company to renew the Term of Employment), the Executive shall be entitled to receive as full and complete severance compensation, an amount equal to the sum of (i) the Base Salary then in effect plus (ii) the average of the three most recent annual bonuses paid to the Executive (together, the “Severance”), such severance payable in twelve (12) equal monthly installments from the effective date of such termination. The Company shall continue to provide medical, dental and vision benefits to the Executive and his eligible dependents that are substantially similar to those provided generally to executive officers of the Company pursuant to such welfare plans as may be in effect from time to time as if the Executive’s employment had not been terminated for the one (1) year period commencing on the day after the effective day of such termination (which may include reimbursing the Executive for the Executive’s payment of COBRA premiums). The Company’s payments of Severance are expressly conditioned upon (x) the Executive executing and delivering to the Company a timely and effective separation agreement, which shall include, but not be limited to, a general release of claims by the Executive, in the form attached hereto as Exhibit B, and (y) the Executive’s continued compliance, including after the Term of Employment, with the covenants contained in Section 10, Section 11, Section 12 and Section 27 hereof.

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(c) Accrued Bonus. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, or as the result of the Executive’s death or Disability, the Executive shall receive, in addition to any other payments to which he is entitled pursuant to Sections 9(a) and (b) above, any accrued but unpaid bonus in respect of the fiscal year preceding the year in which such termination of employment occurred.

(d) Acknowledgement. The Executive acknowledges and agrees that in the event of termination of the Term of Employment pursuant to Section 8(d) hereof, and except for any vested benefits in tax-qualified pension plans maintained by the Company, the Severance provided in this Section 9 shall be the only obligation that the Company or any of its Affiliates shall have to the Executive.

10. Noncompetition.

(a) During Term. Except with the prior written consent of the Company, during the Executive’s employment with the Company, the Executive shall not, individually or jointly with others, directly or indirectly, whether for the Executive’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business, and the Executive shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity.

(b) Post Term. For a continuous period of one (1) year commencing on termination of the Executive’s employment with the Company, regardless of any termination pursuant to Section 8 hereof or any voluntary termination or resignation by the Executive, the Executive shall not, individually or jointly with others, directly or indirectly, whether for the Executive’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business that is located or intended to be located anywhere within a radius of thirty (30) miles of any restaurant owned or operated by the Company or any of its Affiliates, or any proposed full service restaurant to be owned or operated by any of the foregoing, and the Executive shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity. For purposes of this Section 10(b), full service restaurants owned or operated by the Company or any of its Affiliates shall include any entity in which the Company or any of its Affiliates has an interest, including, but not limited to, an interest as a franchisor, but shall not include any entities to whose exclusion the Company consents. The term “proposed full service restaurant” shall include all locations for which the Company or any of its franchisees or Affiliates is conducting active, bona fide negotiations to secure a fee or leasehold interest with the intention of establishing a full service restaurant thereon.

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(c) Limitation. Notwithstanding subsections (a) and (b) immediately above, it shall not be a violation of this Section 10 for the Executive to own a three percent (3%) or smaller interest in any corporation required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, or successor statute.

11. Nondisclosure; Nonsolicitation; Nonpiracy. Except in the performance of the Executive’s duties hereunder, at no time during the Term of Employment, or at any time thereafter, shall the Executive, individually or jointly with others, for the benefit of the Executive or any third party, publish, disclose, use or authorize anyone else to publish, disclose or use any secret or confidential material or information relating to any aspect of the business or operations of the Company or any of its Affiliates, including, without limitation, any secret or confidential information relating to the business, customers, trade or industrial practices, trade secrets, technology, recipes, product specifications, restaurant operating techniques and procedures, marketing techniques and procedures, financial data, processes, vendors and other information or know-how of the Company or any of its Affiliates, except (i) to the extent required by law, regulation or valid subpoena, or (ii) to the extent that such information or material becomes publicly known or available through no fault of the Executive or his affiliates. Moreover, during the Executive’s employment with the Company and for one (1) year thereafter, except as is the result of a broad solicitation that is not targeting employees of the Company or any of its franchisees or Affiliates, the Executive shall not offer employment to, or hire, any employee of the Company or any of its franchisees or Affiliates, or otherwise directly or indirectly solicit or induce any employee of the Company or any of its franchisees or Affiliates to terminate his or her employment with the Company or any of its franchisees or Affiliates; nor shall the Executive act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, owner or part owner, or in any other capacity, of or for any person or entity that solicits or otherwise induces any employee of the Company or any of its franchisees or Affiliates to terminate his or her employment with the Company or any of its franchisees or Affiliates.

12. Company Property: Executive Duty to Return. All Company property and assets, including products, recipes, product specifications, training materials, employee selection and testing materials, marketing and advertising materials, special event, charitable and community activity materials, customer correspondence, internal memoranda, products and designs, sales information, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information, sales literature, territory printouts, call books, notebooks, textbooks and all other like information or products, including all copies, duplications, replications and derivatives of such information or products, now in the possession of the Executive or acquired by the Executive while in the employ of the Company, shall be the exclusive property of the Company, and shall be returned to the Company no later than the date of the Executive’s last day of work with the Company.

13. Inventions, Ideas, Processes and Designs. All inventions, ideas, recipes, processes, programs, software and designs (including all improvements) related to the business of the Company shall be disclosed in writing promptly to the Company, and shall be the sole and

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exclusive property of the Company, if either (i) conceived, made or used by the Executive during the course of the Executive’s employment with the Company (whether or not actually conceived during regular business hours) or (ii) made or used by the Executive for a period of six (6) months subsequent to the termination or expiration of such employment. Any invention, idea, recipe, process, program, software or design (including an improvement) shall be deemed “related to the business of the Company” if (i) it was made with equipment, facilities or confidential information of the Company, (ii) results from work performed by the Executive for the Company or (iii) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, recipes, processes and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The Executive shall provide, on the back of this Agreement, a complete list of all inventions, ideas, recipes, processes and designs if any, patented or unpatented, copyrighted or non-copyrighted, including a brief description, that the Executive made or conceived prior to the Executive’s employment with the Company, and that, therefore, are excluded from the scope of this Agreement.

14. Restrictive Covenants: Consideration; Non–Estoppel; Independent Agreements; and Non-Executory Agreements. The restrictive covenants of Section 10, Section 11 and Section 13 of this Agreement are given and made by the Executive to induce the Company to continue to employ the Executive and to enter into this Agreement with the Executive, and the Executive hereby acknowledges that employment with the Company is sufficient consideration for these restrictive covenants.

The restrictive covenants of Section 10, Section 11 and Section 13 of this Agreement shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement of any restrictive covenant.

The refusal or failure of the Company to enforce any restrictive covenant of Section 10, Section 11 and Section 13 of this Agreement (or any similar agreement) against any other employee, agent or independent contractor, for any reason, shall neither constitute a defense to the enforcement by the Company of any such restrictive covenant, nor give rise to any claim or cause of action by the Executive against the Company.

15. Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 and Section 13 hereof are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges that the Company is the owner or the licensee of various trademarks, and the owner or the licensee of various restaurant operating systems, and has provided and will continue to provide to the Executive training in and confidential information concerning such restaurant operating systems in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13

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hereof are held to be unreasonable, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary or against public policy, a lesser time period or geographical area that is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the Executive. If the Executive shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the Executive’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Executive’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal.

In the event it is necessary for the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 or Section 13 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs of such proceedings, including appellate proceedings.

16. Specific Performance. The Executive agrees that a breach of any of the covenants contained in Section 10, Section 11 or Section 13 hereof will cause irreparable injury to the Company for which the remedy at law will be inadequate and would be difficult to ascertain, and, therefore, in the event of the breach or threatened breach of any such covenants, the Company shall be entitled, in addition to any other rights and remedies that it may have at law or in equity, to obtain an injunction to restrain the Executive from any threatened or actual activities in violation of any such covenants. The Executive hereby consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings that might be brought to enforce any such covenants without the necessity of proof of actual damages, and in the event the Company does apply for such an injunction, the Executive shall not raise as a defense thereto that the Company has an adequate remedy at law.

17. Certain Covenants. For the avoidance of doubt, the termination of this Agreement or expiration of the Term of Employment, for any reason, shall not extinguish those obligations of the Executive specified in Section 10, Section 11, Section 13 and Section 27 hereof, those obligations of the Company specified in Section 9 hereof, or the obligation of the Company to provide the Executive with gross-up payments referenced in the second paragraph of Section 6 and, with respect to the merger of Acquisition and OSI, as specified in Section 30 hereof.

18. Captions; Terms. The captions of this Agreement are for convenience only, and shall not be construed to limit, define or modify the substantive terms hereof.

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19. Acknowledgments. The Executive hereby acknowledges that the Executive has been provided with a copy of this Agreement for review prior to signing it, that the Executive has been given the opportunity to have this Agreement reviewed by Executive’s attorney prior to signing it, that the Executive understands the purposes and effects of this Agreement and that the Executive has been given a signed copy of this Agreement for the Executive’s own records.

20. Notices. All notices or other communications provided for herein to be given or sent to a party by another party shall be deemed validly given or sent if in writing and mailed, postage prepaid, by certified United States mail, return receipt requested (with effect two (2) business days after sent), delivered by hand (with effect upon delivery) or by nationally recognized overnight courier (with effect one (1) business day after sent) addressed to the parties at their addresses set forth on the records of the company. Any party may give notice to the other party at any time, by the method specified above, of a change in the address at which, or the person to whom, notice is to be addressed (which shall be effective upon receipt).

21. Severability. Each section and subsection of this Agreement constitutes a separate and distinct undertaking, covenant or provision hereof. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event such a limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.

22. Waiver. The failure of a party to enforce any term, provision or condition of this Agreement at any time or times shall not be deemed a waiver of that term, provision or condition for the future, nor shall any specific waiver of a term, provision, or condition at one time be deemed a waiver of such term, provision, or condition for any future time or times.

23. Assignment; Parties. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their legal representatives, executors, administrators, heirs and proper successors or permitted assigns, as the case may be. This Agreement and the rights and duties created hereunder shall not be assignable or delegable by the Executive. The Company shall have the right, without the Executive’s knowledge or the Executive’s consent, to assign this Agreement, in whole or in part, and any or all of the rights and duties hereunder, to any Affiliate of the Company, or any successor to the Company, and the Executive shall be bound by such assignment.

24. Governing Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Florida without giving effect to the principles of comity or conflicts of laws thereof.

25. Consent to Personal Jurisdiction and Venue. The Executive hereby consents to personal jurisdiction and venue, for any action brought by the Company arising out of a breach or threatened breach of this Agreement or out of the relationship established by this Agreement, exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida and, if applicable, the federal and state courts in any jurisdiction where the Executive is employed or resides; the

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Executive hereby agrees that any action brought by the Executive, alone or in combination with others, against the Company, whether arising out of this Agreement or otherwise, shall be brought exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida.

26. Affiliate. Whenever used in this Agreement, the term “Affiliate” shall mean, with respect to any entity, all persons or entities directly or indirectly controlled by Kangaroo Holdings, Inc., where control may be by management authority, contract or equity interest.

27. Cooperation. The Executive shall cooperate fully with all reasonable requests for information and participation by the Company, its agents or its attorneys in prosecuting or defending claims, suits and disputes brought on behalf of or against the Company and in which Executive is involved or about which Executive has knowledge.

28. Fees and Expenses. The Company will pay, or cause to be paid, all reasonable legal fees incurred by the Executive arising out of the negotiation and drafting of this Agreement, the Executive’s rollover stock agreement, the option agreement and any other agreements or arrangements ancillary thereto.

29. Amendments. No change, modification or termination of any of the terms, provisions or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement.

30. 280G. With respect to the merger of Acquisition and OSI as contemplated by the Merger Agreement, the Company shall provide the Executive with the gross-up payments provided for under Section 33 of the Executive’s employment agreement dated as of March 8, 2006, as amended November 5, 2006. If, after the date hereof, there occurs a transaction that constitutes a “change of control” under Regulation 1.280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company and the Executive shall use commercially reasonable best efforts to take such actions as may be necessary to avoid the imposition of any the excise tax imposed by Section 4999 of the Code on the Executive, including seeking to obtain stockholder approval in accordance with the terms of Section 280G(b)(5).

31. WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL RIGHT TO A JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES.

THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT EITHER OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED–FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT ANY

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PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

THE PARTIES INTEND THAT THIS WAIVER OF THE RIGHT TO A JURY TRIAL BE AS BROAD AS POSSIBLE. BY THEIR SIGNATURES BELOW, THE PARTIES PROMISE, WARRANT AND REPRESENT THAT THEY WILL NOT PLEAD FOR, REQUEST OR OTHERWISE SEEK TO HAVE A JURY TO RESOLVE ANY AND ALL DISPUTES THAT MAY ARISE BY, BETWEEN OR AMONG THEM.

32. Entire Agreement; Counterparts. This Agreement and the agreements referred to herein constitute the entire agreement between the parties hereto concerning the subject matter hereof, and supersede all prior memoranda, correspondence, conversations, negotiations and agreements. This Agreement may be executed in several identical counterparts that together shall constitute but one and the same Agreement.

33. Definitions.

“Good Reason” means any of the following: (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior to the date hereof, or any diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive, (ii) a reduction by the Company in the Executive’s Base Salary or benefits as in effect immediately prior to the date hereof, (iii) the Company requiring the Executive to be based at or generally work from any location more than fifty (50) miles from the location at which the Executive was based or generally worked immediately prior to the effective date hereof or (iv) without limiting the generality of clause (ii) above, failure by the Company to comply with the proviso of Section 6 hereof.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

“EXECUTIVE”

/s/ Joseph J. Kadow

Joseph J. Kadow

Amended and Restated Employment Agreement

“THE COMPANY”
OSI RESTAURANT PARTNERS, LLC
By:	/s/ A. William Allen, III
Name:	A. William Allen, III
Title:	Authorized Representative

Amended and Restated Employment Agreement

EX-10.13

Exhibit 10.13

OSI RESTAURANT PARTNERS, LLC

Officer Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective June 14, 2007, by and between PAUL E. AVERY (the “Executive”) and OSI RESTAURANT PARTNERS, LLC (the “Company”).

W I T N E S S E T H:

This Agreement is made and entered into under the following circumstances:

(a.) WHEREAS, the Company is engaged in the business of owning and operating, through its Affiliates, various restaurant concepts utilizing operating systems and trademarks owned by or licensed to the Company; and

(b.) WHEREAS, Kangaroo Holdings, Inc. and its wholly owned subsidiary Kangaroo Acquisition, Inc. (“Acquisition”) entered into an Agreement and Plan of Merger dated as of November 5, 2006 with OSI Restaurant Partners, Inc. (“OSI”) (the “Merger Agreement”), pursuant to which Acquisition merged with and into OSI on the “Closing Date” (as defined in the Merger Agreement); and

(c.) WHEREAS, immediately following the merger of Acquisition into OSI, OSI converted into the Company; and

(d.) WHEREAS, the Company desires, on the terms and conditions stated herein, to continue to employ the Executive as Chief Operating Officer of the Company; and

(e.) WHEREAS, the Executive desires, on the terms and conditions stated herein, to continue to be employed by the Company as its Chief Operating Officer.

NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms and conditions contained herein, the parties hereto agree as follows:

1. Employment and Term. Subject to earlier termination as provided for in Section 8 hereof, the Company hereby desires to continue to employ the Executive, and the Executive hereby accepts such continued employment with the Company, as Chief Operating Officer of the Company for a term commencing on the date hereof and expiring on the fifth anniversary hereof (the “Term of Employment”). Such Term of Employment shall be automatically renewed for successive renewal terms of one (1) year each unless either party elects not to renew by giving written notice to the other party not less than sixty (60) days prior to the start of any renewal term.

2. Representations and Warranties. The Executive hereby represents and warrants to the Company that the Executive (i) is not subject to any written nonsolicitation or noncompetition agreement affecting the Executive’s employment with the Company or its Affiliates (other than any prior agreement with the Company), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting the Executive’s employment with the Company or its Affiliates (other than any prior agreement with the Company) and (iii) has brought to the Company and its Affiliates no trade secrets, confidential business information, documents or other personal property of a prior employer.

3. Duties. As Chief Operating Officer of the Company, the Executive shall diligently and faithfully perform such duties and functions as may be assigned to the Executive commensurate with his position as Chief Operating Officer of the Company by the Board of Directors of the Company.

The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the business affairs of the Company and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such duties and functions as may be assigned to the Executive commensurate with his position as Chief Operating Officer of the Company by the Board of Directors of the Company on all matters for which the Executive is responsible.

Notwithstanding the foregoing, the Executive shall be permitted to invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in such a form and manner as will not require any business services on the Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the Company or its Affiliates, including, but not limited to, the insider trading policy of the Company or its Affiliates.

Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld.

Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Board of Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company or the Company had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such Affiliate of the Company.

4. Compensation.

a. Base Salary. During the Term of Employment, subject to the Executive’s performance in accordance with this Agreement, the Executive shall be entitled to an annual base salary of at least $695,000.00, payable in equal biweekly installments by the Company, subject to annual increase by the Board of Directors of the Company. The base salary as shall be in effect from time to time hereunder shall be referred to herein as the “Base Salary.”

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b. Bonus. During the Term of Employment, the Executive shall participate in the Company’s annual incentive bonus plan, as in effect as of the date hereof, and as may be amended by the Board of Directors of the Company from time to time in accordance with its terms, as the same may be in effect from time to time. The Executive’s maximum bonus opportunity for each fiscal year shall equal 300% of Base Salary.

5. Vacation. The Executive shall be entitled to four (4) weeks paid vacation (selected by the Executive, but subject to the reasonable business requirements of the Company) during each full year during the Term of Employment, and otherwise in accordance with Company policy as may be in effect from time to time.

6. Fringe Benefits. In addition to any other rights the Executive may have hereunder, the Executive shall also be entitled to participate in employee benefits plans, and be eligible to receive those fringe benefits, including, but not limited to, complimentary food, life insurance, medical benefits, etc., if any, as may be provided by the Company to similar employees of the Company, in each case, as such plans, programs and arrangements may be in effect from time to time, all subject to the terms of such plans, programs or arrangements and applicable policies of the Company; provided, however, that benefits and perquisites available to the Executive shall be no less favorable than those provided to the Executive prior to the “Closing” (as defined in the Merger Agreement), including with respect to airplane usage and split dollar life insurance; it being understood that the split dollar life insurance policies were “vested” by the board of directors of OSI (as reflected on Exhibit A).

In addition to the foregoing, commencing at age sixty-five (65), and contingent upon the Executive having been employed by the Company or its predecessors for seven years, the Executive will be reimbursed on a “grossed up” basis to the extent he incurs federal or state income tax liability as a result of phantom income allocated to the Executive due to the maintenance of the split dollar life insurance policies.

7. Expenses. Subject to compliance with the Company’s policies as in effect from time to time, the Executive may incur and be reimbursed by the Company for reasonable expenses on behalf of and in furtherance of the business of the Company.

8. Termination. Notwithstanding the provisions of Section 1 hereof, the Term of Employment shall terminate prior to the end of the period of time specified in Section 1 hereof, immediately upon:

(a) The death of the Executive; or

(b) At the election of the Company in the event of the Executive’s Disability during the Term of Employment. For purposes of this Agreement, the term “Disability” shall mean the inability of the Executive, arising out of any medically determinable physical or mental impairment, to perform the services required of the Executive hereunder for a period of (i) one-hundred eighty (180) consecutive days or (ii) two-hundred forty (240) total days during any period of three-hundred and sixty-five (365) consecutive calendar days; or

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(c) The existence of Cause. For purposes of this Agreement, “Cause” means any of the following: the Executive’s (i) gross neglect of duty or prolonged absence from duty (other than any such failure resulting from incapacity due to physical or mental illness) without the consent of the Company, as determined in good faith by the Board of Directors of the Company and following notice to the Executive and a reasonable opportunity to cure, (ii) conviction or a plea of guilty or nolo contendere with respect to commission of a felony under federal law or in the law of the state in which such action occurred, (iii) the willful engaging in illegal misconduct or gross misconduct that is materially and demonstrably injurious to the Company or (iv) any material violation of any material covenant or restriction contained in this Agreement; or

(d) At the election of the Company, at any time and including in the event of a determination by the Company to cease business operations; or

(e) At the election of the Executive from time to time no later than thirty (30) days following the occurrence of Good Reason; or

(f) At the election of the Executive at any time upon fifteen (15) days notice.

For all purposes of this Agreement, termination for Cause shall be deemed to have occurred on the date of the Executive’s resignation when, because of existing facts and circumstances, subsequent termination for Cause can be reasonably foreseen.

9. Severance.

(a) General. In the event of termination of the Term of Employment pursuant to Section 8 hereof, the Executive or the Executive’s estate, as appropriate, shall be entitled to receive (in addition to any fringe benefits payable upon death in the case of the Executive’s death or any disability benefits payable under any disability plan maintained by the Company) the Base Salary provided for herein up to and including the effective date of termination (the “Termination Effective Date”), prorated on a daily basis. Except as provided in Section 9(b) or Section 9(c) below, the Executive shall not be entitled to receive any severance compensation.

(b) Severance. In the event of termination of the Term of Employment pursuant to Section 8(d) or Section 8(e) hereof (including, for the avoidance of doubt, the failure of the Company to renew the Term of Employment), the Executive shall be entitled to receive as full and complete severance compensation, an amount equal to the sum of (i) the Base Salary then in effect plus (ii) the average of the three most recent annual bonuses paid to the Executive (together, the “Severance”), such severance payable in twelve (12) equal monthly installments from the effective date of such termination. The Company shall continue to provide medical, dental and vision benefits to the Executive and his eligible dependents that are substantially similar to those provided generally to executive officers of the Company pursuant to such welfare plans as may be in effect from time to time as if the Executive’s employment had not been terminated for the one (1) year period commencing on the day after the effective day of such termination (which may include reimbursing the Executive for the Executive’s payment of COBRA premiums). The Company’s payments of Severance are expressly conditioned upon (x) the Executive executing and delivering to the Company a timely and effective separation

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agreement, which shall include, but not be limited to, a general release of claims by the Executive, in the form attached hereto as Exhibit B, and (y) the Executive’s continued compliance, including after the Term of Employment, with the covenants contained in Section 10, Section 11, Section 12 and Section 27 hereof.

(c) Accrued Bonus. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, or as the result of the Executive’s death or Disability, the Executive shall receive, in addition to any other payments to which he is entitled pursuant to Sections 9(a) and (b) above, any accrued but unpaid bonus in respect of the fiscal year preceding the year in which such termination of employment occurred.

(d) Acknowledgement. The Executive acknowledges and agrees that in the event of termination of the Term of Employment pursuant to Section 8(d) hereof, and except for any vested benefits in tax-qualified pension plans maintained by the Company, the Severance provided in this Section 9 shall be the only obligation that the Company or any of its Affiliates shall have to the Executive.

10. Noncompetition.

(a) During Term. Except with the prior written consent of the Company, during the Executive’s employment with the Company, the Executive shall not, individually or jointly with others, directly or indirectly, whether for the Executive’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business, and the Executive shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity.

(b) Post Term. For a continuous period of one (1) year commencing on termination of the Executive’s employment with the Company, regardless of any termination pursuant to Section 8 hereof or any voluntary termination or resignation by the Executive, the Executive shall not, individually or jointly with others, directly or indirectly, whether for the Executive’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a full service restaurant business that is located or intended to be located anywhere within a radius of thirty (30) miles of any restaurant owned or operated by the Company or any of its Affiliates, or any proposed full service restaurant to be owned or operated by any of the foregoing, and the Executive shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person or entity. For purposes of this Section 10(b), full service restaurants owned or operated by the Company or any of its Affiliates shall include any entity in which the Company or any of its Affiliates has an interest, including, but not limited to, an interest as a franchisor, but shall not include any entities to whose exclusion the Company consents. The term “proposed full service restaurant” shall include all locations for which the Company or any of its franchisees or Affiliates is conducting active, bona fide negotiations to secure a fee or leasehold interest with the intention of establishing a full service restaurant thereon.

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(c) Limitation. Notwithstanding subsections (a) and (b) immediately above, it shall not be a violation of this Section 10 for the Executive to own a three percent (3%) or smaller interest in any corporation required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, or successor statute.

11. Nondisclosure; Nonsolicitation; Nonpiracy. Except in the performance of the Executive’s duties hereunder, at no time during the Term of Employment, or at any time thereafter, shall the Executive, individually or jointly with others, for the benefit of the Executive or any third party, publish, disclose, use or authorize anyone else to publish, disclose or use any secret or confidential material or information relating to any aspect of the business or operations of the Company or any of its Affiliates, including, without limitation, any secret or confidential information relating to the business, customers, trade or industrial practices, trade secrets, technology, recipes, product specifications, restaurant operating techniques and procedures, marketing techniques and procedures, financial data, processes, vendors and other information or know-how of the Company or any of its Affiliates, except (i) to the extent required by law, regulation or valid subpoena, or (ii) to the extent that such information or material becomes publicly known or available through no fault of the Executive or his affiliates. Moreover, during the Executive’s employment with the Company and for one (1) year thereafter, except as is the result of a broad solicitation that is not targeting employees of the Company or any of its franchisees or Affiliates, the Executive shall not offer employment to, or hire, any employee of the Company or any of its franchisees or Affiliates, or otherwise directly or indirectly solicit or induce any employee of the Company or any of its franchisees or Affiliates to terminate his or her employment with the Company or any of its franchisees or Affiliates; nor shall the Executive act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, owner or part owner, or in any other capacity, of or for any person or entity that solicits or otherwise induces any employee of the Company or any of its franchisees or Affiliates to terminate his or her employment with the Company or any of its franchisees or Affiliates.

12. Company Property: Executive Duty to Return. All Company property and assets, including products, recipes, product specifications, training materials, employee selection and testing materials, marketing and advertising materials, special event, charitable and community activity materials, customer correspondence, internal memoranda, products and designs, sales information, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information, sales literature, territory printouts, call books, notebooks, textbooks and all other like information or products, including all copies, duplications, replications and derivatives of such information or products, now in the possession of the Executive or acquired by the Executive while in the employ of the Company, shall be the exclusive property of the Company, and shall be returned to the Company no later than the date of the Executive’s last day of work with the Company.

13. Inventions, Ideas, Processes and Designs. All inventions, ideas, recipes, processes, programs, software and designs (including all improvements) related to the business of the Company shall be disclosed in writing promptly to the Company, and shall be the sole and exclusive property of the Company, if either (i) conceived, made or used by the Executive during the course of the Executive’s employment with the Company (whether or not actually conceived during regular business hours) or (ii) made or used by the Executive for a period of six (6)

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months subsequent to the termination or expiration of such employment. Any invention, idea, recipe, process, program, software or design (including an improvement) shall be deemed “related to the business of the Company” if (i) it was made with equipment, facilities or confidential information of the Company, (ii) results from work performed by the Executive for the Company or (iii) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, recipes, processes and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The Executive shall provide, on the back of this Agreement, a complete list of all inventions, ideas, recipes, processes and designs if any, patented or unpatented, copyrighted or non-copyrighted, including a brief description, that the Executive made or conceived prior to the Executive’s employment with the Company, and that, therefore, are excluded from the scope of this Agreement.

14. Restrictive Covenants: Consideration; Non–Estoppel; Independent Agreements; and Non-Executory Agreements. The restrictive covenants of Section 10, Section 11 and Section 13 of this Agreement are given and made by the Executive to induce the Company to continue to employ the Executive and to enter into this Agreement with the Executive, and the Executive hereby acknowledges that employment with the Company is sufficient consideration for these restrictive covenants.

The restrictive covenants of Section 10, Section 11 and Section 13 of this Agreement shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement of any restrictive covenant.

The refusal or failure of the Company to enforce any restrictive covenant of Section 10, Section 11 and Section 13 of this Agreement (or any similar agreement) against any other employee, agent or independent contractor, for any reason, shall neither constitute a defense to the enforcement by the Company of any such restrictive covenant, nor give rise to any claim or cause of action by the Executive against the Company.

15. Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 10, Section 11 and Section 13 hereof are reasonable and properly required for the adequate protection of the Company’s interests. The Executive acknowledges that the Company is the owner or the licensee of various trademarks, and the owner or the licensee of various restaurant operating systems, and has provided and will continue to provide to the Executive training in and confidential information concerning such restaurant operating systems in reliance on the covenants contained in Section 10, Section 11 and Section 13 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 10, Section 11 and Section 13 hereof are held to be unreasonable, arbitrary or against public policy, then the restrictions shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted

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territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary or against public policy, a lesser time period or geographical area that is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the Executive. If the Executive shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the Executive’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Executive’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal.

In the event it is necessary for the Company to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 10, Section 11 or Section 13 hereof, each party shall pay its own legal fees, and the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs of such proceedings, including appellate proceedings.

16. Specific Performance. The Executive agrees that a breach of any of the covenants contained in Section 10, Section 11 or Section 13 hereof will cause irreparable injury to the Company for which the remedy at law will be inadequate and would be difficult to ascertain, and, therefore, in the event of the breach or threatened breach of any such covenants, the Company shall be entitled, in addition to any other rights and remedies that it may have at law or in equity, to obtain an injunction to restrain the Executive from any threatened or actual activities in violation of any such covenants. The Executive hereby consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings that might be brought to enforce any such covenants without the necessity of proof of actual damages, and in the event the Company does apply for such an injunction, the Executive shall not raise as a defense thereto that the Company has an adequate remedy at law.

17. Certain Covenants. For the avoidance of doubt, the termination of this Agreement or expiration of the Term of Employment, for any reason, shall not extinguish those obligations of the Executive specified in Section 10, Section 11, Section 13 and Section 27 hereof, those obligations of the Company specified in Section 9 hereof, or the obligation of the Company to provide the Executive with gross-up payments referenced in the second paragraph of Section 6 and, with respect to the merger of Acquisition and OSI, as specified in Section 30 hereof.

18. Captions; Terms. The captions of this Agreement are for convenience only, and shall not be construed to limit, define or modify the substantive terms hereof.

19. Acknowledgments. The Executive hereby acknowledges that the Executive has been provided with a copy of this Agreement for review prior to signing it, that the Executive has been given the opportunity to have this Agreement reviewed by Executive’s attorney prior to signing it, that the Executive understands the purposes and effects of this Agreement and that the Executive has been given a signed copy of this Agreement for the Executive’s own records.

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20. Notices. All notices or other communications provided for herein to be given or sent to a party by another party shall be deemed validly given or sent if in writing and mailed, postage prepaid, by certified United States mail, return receipt requested (with effect two (2) business days after sent), delivered by hand (with effect upon delivery) or by nationally recognized overnight courier (with effect one (1) business day after sent) addressed to the parties at their addresses set forth on the records of the company. Any party may give notice to the other party at any time, by the method specified above, of a change in the address at which, or the person to whom, notice is to be addressed (which shall be effective upon receipt).

21. Severability. Each section and subsection of this Agreement constitutes a separate and distinct undertaking, covenant or provision hereof. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event such a limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.

22. Waiver. The failure of a party to enforce any term, provision or condition of this Agreement at any time or times shall not be deemed a waiver of that term, provision or condition for the future, nor shall any specific waiver of a term, provision, or condition at one time be deemed a waiver of such term, provision, or condition for any future time or times.

23. Assignment; Parties. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their legal representatives, executors, administrators, heirs and proper successors or permitted assigns, as the case may be. This Agreement and the rights and duties created hereunder shall not be assignable or delegable by the Executive. The Company shall have the right, without the Executive’s knowledge or the Executive’s consent, to assign this Agreement, in whole or in part, and any or all of the rights and duties hereunder, to any Affiliate of the Company, or any successor to the Company, and the Executive shall be bound by such assignment.

24. Governing Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Florida without giving effect to the principles of comity or conflicts of laws thereof.

25. Consent to Personal Jurisdiction and Venue. The Executive hereby consents to personal jurisdiction and venue, for any action brought by the Company arising out of a breach or threatened breach of this Agreement or out of the relationship established by this Agreement, exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida and, if applicable, the federal and state courts in any jurisdiction where the Executive is employed or resides; the Executive hereby agrees that any action brought by the Executive, alone or in combination with others, against the Company, whether arising out of this Agreement or otherwise, shall be brought exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida.

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26. Affiliate. Whenever used in this Agreement, the term “Affiliate” shall mean, with respect to any entity, all persons or entities directly or indirectly controlled by Kangaroo Holdings, Inc., where control may be by management authority, contract or equity interest.

27. Cooperation. The Executive shall cooperate fully with all reasonable requests for information and participation by the Company, its agents or its attorneys in prosecuting or defending claims, suits and disputes brought on behalf of or against the Company and in which Executive is involved or about which Executive has knowledge.

28. Fees and Expenses. The Company will pay, or cause to be paid, all reasonable legal fees incurred by the Executive arising out of the negotiation and drafting of this Agreement, the Executive’s restricted stock agreement, the option agreement and any other agreements or arrangements ancillary thereto.

29. Amendments. No change, modification or termination of any of the terms, provisions or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement.

30. 280G. With respect to the merger of Acquisition and OSI as contemplated by the Merger Agreement, the Company shall provide the Executive with the gross-up payments provided for under Section 33 of the Executive’s employment agreement dated as of March 8, 2006, as amended November 5, 2006. If, after the date hereof, there occurs a transaction that constitutes a “change of control” under Regulation 1.280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company and the Executive shall use commercially reasonable best efforts to take such actions as may be necessary to avoid the imposition of any the excise tax imposed by Section 4999 of the Code on the Executive, including seeking to obtain stockholder approval in accordance with the terms of Section 280G(b)(5).

31. WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL RIGHT TO A JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES.

THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT EITHER OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED–FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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THE PARTIES INTEND THAT THIS WAIVER OF THE RIGHT TO A JURY TRIAL BE AS BROAD AS POSSIBLE. BY THEIR SIGNATURES BELOW, THE PARTIES PROMISE, WARRANT AND REPRESENT THAT THEY WILL NOT PLEAD FOR, REQUEST OR OTHERWISE SEEK TO HAVE A JURY TO RESOLVE ANY AND ALL DISPUTES THAT MAY ARISE BY, BETWEEN OR AMONG THEM.

32. Entire Agreement; Counterparts. This Agreement and the agreements referred to herein constitute the entire agreement between the parties hereto concerning the subject matter hereof, and supersede all prior memoranda, correspondence, conversations, negotiations and agreements. This Agreement may be executed in several identical counterparts that together shall constitute but one and the same Agreement.

33. Definitions.

“Good Reason” means any of the following: (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior to the date hereof, or any diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive, (ii) a reduction by the Company in the Executive’s Base Salary or benefits as in effect immediately prior to the date hereof, (iii) the Company requiring the Executive to be based at or generally work from any location more than fifty (50) miles from the location at which the Executive was based or generally worked immediately prior to the effective date hereof or (iv) without limiting the generality of clause (ii) above, failure by the Company to comply with the proviso of Section 6 hereof.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

“EXECUTIVE”

/s/ Paul E. Avery

Paul E. Avery

Amended and Restated Employment Agreement

“THE COMPANY”
OSI RESTAURANT PARTNERS, LLC
By:	/s/ A. William Allen, III
Name:	A. William Allen, III
Title:	Authorized Representative

Amended and Restated Employment Agreement

EX-10.14

Exhibit 10.14

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 14, 2007 between OSI Restaurant Partners, LLC (the “Company”) and Robert D. Basham (the “Employee”).

WHEREAS, the Employee is possessed of certain experience and expertise that qualify him to provide certain services required by the Company and its Affiliates; and

WHEREAS, subject to the terms and conditions hereinafter set forth, the Company hereby agrees to employ the Employee, and the Employee hereby accepts such employment.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:

1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company desires to continue to employ the Employee, and the Employee hereby accepts such continued employment.

2. Term. Subject to earlier termination as hereinafter provided, the Employee’s employment hereunder shall be for a term of five years, commencing on the date hereof, and shall renew automatically thereafter for successive terms of one year each. The term of this Agreement, as from time to time extended or renewed, is hereafter referred to as “the term of this Agreement” or “the term hereof.”

3. Capacity and Performance.

(a) During the term hereof, the Employee shall be employed by the Company, and shall perform only those duties and responsibilities as may be mutually agreed by the Employee and the Board of Directors of the Company (the “Board”) or its designee.

(b) During the term hereof, the Employee shall devote such of his time and his efforts to the Company as shall be necessary to perform the duties and responsibilities to which reference is made in Section 3(a) above. It is understood that the Employee will not be devoting his full business time and efforts exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to the provisions of Section 8 hereof, nothing herein shall prevent the Employee from having other employment.

4. Compensation and Benefits. As compensation for all services performed by the Employee under this Agreement during the term hereof, and subject to performance of the Employee’s duties and of the obligations of the Employee to the Company and its Affiliates, pursuant to this Agreement, the Company shall pay to the Employee:

(a) Salary. During the term hereof, the Company shall pay the Employee a base salary (“Base Salary”) at the rate of $300,000 per annum, payable in accordance with the payroll practices of the Company for its employees.

(b) Incentive and Bonus Compensation. The Employee shall not be eligible to be considered for a bonus annually during the term hereof.

(c) Business Expenses. The Company shall pay or reimburse the Employee for all reasonable, customary and necessary business expenses incurred or paid by the Employee in the performance of his duties and responsibilities hereunder, subject to any maximum annual limit and other restrictions on such expenses set by the Board, and to such reasonable substantiation and documentation as may be specified by the Company from time to time, in each case by advance written notice to the Employee of such restrictions or requirements.

(d) Benefits. The Employee shall be entitled to participate in such health, disability, life insurance and other benefit plans and retirement plans of the Company and its subsidiaries for which management employees of the Company or its subsidiaries are generally eligible.

5. Termination of Employment and Severance Benefits. Notwithstanding the provisions of Section 2 hereof, the Employee’s employment hereunder shall terminate prior to the expiration of the term hereof under the following circumstances:

(a) Death. In the event of the Employee’s death during the term hereof, the Employee’s employment hereunder shall immediately and automatically terminate. In such event, the Company shall pay to the Employee’s designated beneficiary, or, if no beneficiary has been designated by the Employee in writing, to his estate, (i) any Base Salary earned but not paid through the date of termination, and (ii) any business expenses incurred by the Employee but un-reimbursed as of the date of termination, provided that such expenses and required substantiation and documentation are submitted within 90 days following termination and that such expenses are reimbursable under Section 4(c) above (all of the foregoing, “Final Compensation”). In addition to Final Compensation, until the later of (x) the conclusion of the initial term of this Agreement and (y) a period of 24 months following the date of termination, the Company shall continue to pay the Employee (or his designated beneficiary or his estate) the Base Salary (“Severance”). Severance to which the Employee is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the “Release of Claims” or the date upon which the “Release of Claims,” signed by the Employee, is received by the Company, but the first payment shall be retroactive to next business day following the date of termination. The Company shall have no further obligation to the Employee hereunder.

(b) Disability. The Company may terminate the Employee’s employment hereunder, upon notice to the Employee, in the event that the Employee becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder, notwithstanding the provision of any reasonable accommodation, for 270 days during any period of 365 consecutive calendar days. In the event of such termination,

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the Company shall have no further obligation to the Employee hereunder, other than for payment of Final Compensation and Severance, which payment is conditioned upon the Employee signing and returning to the Company a timely and mutually acceptable effective release of claims relating to the Employee’s employment hereunder (a “Release of Claims”).

(c) By the Company for Cause. The Company may terminate the Employee’s employment hereunder for Cause at any time upon notice to the Employee setting forth in reasonable detail the nature of such Cause. The following shall constitute Cause for termination:

(i) willful and continued failure to perform (other than due to any mental or physical impairment) the Employee’s material duties and responsibilities to the Company and its Affiliates as agreed under Section 3(a) hereof after written notice specifying such failure and the manner in which the Employee may rectify such failure in the future, if rectifiable;

(ii) willful and material breach by the Employee of Section 8 of this Agreement that is not cured within 30 days of written notice from the Company; or

(iii) Employee having engaged during the term in fraud, embezzlement or another intentional act of dishonesty in connection with his duties hereunder, which act has a detrimental effect on the Company’s reputation or business, with respect to the Company or any of its Affiliates; or

(iv) a conviction of or plea of nolo contendere to a felony;

provided, that no such conduct described in Sections 5(c)(i) or 5(c)(ii) above will be deemed “willful” unless it is engaged in by the Employee not in good faith and without reasonable belief that the Employee’s conduct was in the best interests of the Company.

Upon the giving of notice of termination of the Employee’s employment hereunder for Cause, the Company shall have no further obligation to the Employee hereunder, other than for payment of Final Compensation.

(d) By the Company Other than for Cause. The Company may terminate the Employee’s employment hereunder other than for Cause at any time upon notice to the Employee. In the event of such termination, the Company shall have no further obligation to the Employee, other than for payment of Final Compensation and Severance provided the Employee executes an effective Release of Claims.

(e) By the Employee for Good Reason. The Employee may terminate his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Employee: failure of the Company to provide the Employee the Base Salary and benefits in accordance with the terms of Section 4 hereof, excluding an inadvertent failure which is cured within ten business days following notice by the Employee specifying in

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reasonable detail the nature of such failure. In the event of such termination, the Company shall have no further obligation to the Employee, other than for payment of Final Compensation and Severance provided that the Employee executes an effective Release of Claims.

(f) By the Employee Other than for Good Reason. The Employee may terminate his employment hereunder at any time upon three days’ notice to the Company. In the event of such termination, the Company shall have no further obligation to the Employee hereunder, other than for any Final Compensation.

(g) Timing of Payments. If at the time of the Employee’s separation from service, the Employee is a “specified employee,” as hereinafter defined, any and all amounts payable under this Section 5 in connection with such separation from service that constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”), as determined by the Company in its reasonable discretion, and that would (but for this sentence) be payable within six months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six months. For purposes of the preceding sentence, “separation from service” shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A, and the term “specified employee” shall mean an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A.

(h) Post-Agreement Employment. In the event the Employee remains in the employ of the Company or any of its Affiliates following termination of this Agreement, then such employment shall be at will.

6. Effect of Termination. The provisions of this Section 6 shall apply to any termination of the Employee’s employment.

(a) Except as otherwise provided herein, all of the Employee’s right to salary and any other form of compensation in respect of his employment shall cease on the date of termination, and the obligations of the Company under the applicable termination provision of Section 5 hereof shall constitute the entire obligation of the Company to the Employee in respect of such rights.

(b) Except for any right of the Employee to continue medical and dental plan participation in accordance with applicable law, benefits shall terminate pursuant to the terms of the applicable benefit plans based on the date of termination of the Employee’s employment without regard to any continuation of Base Salary or other payment to the Employee following such date of termination.

(c) Provisions of this Agreement shall survive any termination if so provided herein, or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, the obligations of the Employee under Sections 7 and 8 hereof. The obligation of the Company to pay Severance to or on behalf of the Employee under Section 5(b), 5(d) or 5(e) hereof is expressly conditioned upon the Employee’s continued full performance of obligations under Sections 7 and 8 hereof. The Employee recognizes that, except as expressly provided in Section 5(a), 5(b), 5(d) or 5(e) hereof, no compensation is earned after termination of employment.

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7. Confidential Information.

(a) The Employee acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Employee may develop Confidential Information for the Company or its Affiliates and that the Employee may learn of Confidential Information during the course of employment. The Employee will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information, and shall not disclose to any Person or use, other than (i) as required by applicable law, or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual jurisdiction to order the Employee to disclose or make accessible, (ii) for the proper performance of his duties and responsibilities to the Company and its Affiliates, (iii) at the request of the Company or (iv) to the extent required in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, any Confidential Information obtained by the Employee incident to his employment or other association with the Company or any of its Affiliates. The Employee understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which is generally known or readily available to the public at the time of disclosure, or which becomes generally known through no wrongful act on the part of the Employee.

(b) All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Employee, shall be the sole and exclusive property of the Company and its Affiliates. The Employee shall safeguard all Documents, and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Employee’s possession or control.

8. Restricted Activities. The Employee agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

(a) While the Employee is employed by the Company and for 24 months immediately following termination of his employment, the Employee shall not own, manage, control, participate in or render services for (directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise) any enterprise that is engaged, as its primary business or as a material portion of its business, in owning, operating or franchising full-service restaurant concepts (the “Business”), anywhere in the world (except by way of portfolio investment in shares quoted on a recognized stock exchange whereby the Employee owns less than 5% of the outstanding stock of such entity).

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(b) The Employee agrees that, during his employment and for 24 months immediately following termination of his employment, the Employee will not, and will not assist any other Person to, (i) hire or solicit for hiring any management level employee of the Company or any of its Affiliates or seek to persuade any such employee to discontinue employment, or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of the Company or any of its Affiliates is any person who was such at any time within the preceding 12 months.

9. Enforcement of Covenants. The Employee acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 7 and 8 hereof. The Employee agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Employee is bound by these restraints. The Employee further agrees that he will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. The Employee further acknowledges that, were he to breach any of the covenants contained in Sections 7 or 8 hereof, the damage to the Company would be irreparable. The Employee, therefore, agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Employee of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of Section 7 or 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

10. Definitions. Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this Section and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply:

(a) “Affiliates” means all persons and entities directly or indirectly controlled by Kangaroo Holdings, Inc., where control may be by management authority, contract or equity interest.

(b) “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by those with whom the Company or any of its Affiliates competes or does business, or with whom the Company or any of its Affiliates plans to compete or do business, and any and all information, publicly known in whole or in part

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or not, which, if disclosed by the Company or any of its Affiliates would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iii) the identity and special needs of the customers of the Company and its Affiliates and (iv) the people and organizations with whom the Company and its Affiliates have business relationships, and the nature and substance of those relationships. Confidential Information also includes any information that the Company or any of its Affiliates has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

(c) “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or any of its Affiliates.

11. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

12. Assignment. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Employee in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into, any Person or transfer all or substantially all of its properties or assets to any Person, provided, that the Company is still liable to the Employee for the obligations described herein. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, and their respective successors, executors, administrators, heirs and permitted assigns.

13. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

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15. Notice. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Employee at his last known address on the books of the Company, or, in the case of the Company, at its principal place of business, attention of the CEO, or to such other address as either party may specify by notice to the other actually received.

16. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Employee’s employment.

17. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and by an expressly authorized representative of the Company.

18. Headings. The headings and captions in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

20. Governing Law. This is a Florida contract and shall be construed and enforced under and be governed in all respects by the laws of the State of Florida.

[Signature page follows immediately.]

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative, and by the Employee, as of the date first above written.

“EMPLOYEE”
By:	/s/ Robert D. Basham
	Robert D. Basham

Employment Agreement

“COMPANY”
OSI RESTAURANT PARTNERS, LLC
By:	/s/ A. William Allen, III
	Name: A. William Allen, III
	Title: Authorized Representative

Employment Agreement

EX-10.15

Exhibit 10.15

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 14, 2007 between OSI Restaurant Partners, LLC (the “Company”) and Chris T. Sullivan (the “Employee”).

WHEREAS, the Employee is possessed of certain experience and expertise that qualify him to provide certain services required by the Company and its Affiliates; and

WHEREAS, subject to the terms and conditions hereinafter set forth, the Company hereby agrees to employ the Employee, and the Employee hereby accepts such employment.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:

1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company desires to continue to employ the Employee, and the Employee hereby accepts such continued employment.

2. Term. Subject to earlier termination as hereinafter provided, the Employee’s employment hereunder shall be for a term of five years, commencing on the date hereof, and shall renew automatically thereafter for successive terms of one year each. The term of this Agreement, as from time to time extended or renewed, is hereafter referred to as “the term of this Agreement” or “the term hereof.”

3. Capacity and Performance.

(a) During the term hereof, the Employee shall be employed by the Company, and shall perform only those duties and responsibilities as may be mutually agreed by the Employee and the Board of Directors of the Company (the “Board”) or its designee.

(b) During the term hereof, the Employee shall devote such of his time and his efforts to the Company as shall be necessary to perform the duties and responsibilities to which reference is made in Section 3(a) above. It is understood that the Employee will not be devoting his full business time and efforts exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to the provisions of Section 8 hereof, nothing herein shall prevent the Employee from having other employment.

4. Compensation and Benefits. As compensation for all services performed by the Employee under this Agreement during the term hereof, and subject to performance of the Employee’s duties and of the obligations of the Employee to the Company and its Affiliates, pursuant to this Agreement, the Company shall pay to the Employee:

(a) Salary. During the term hereof, the Company shall pay the Employee a base salary (“Base Salary”) at the rate of $300,000 per annum, payable in accordance with the payroll practices of the Company for its employees.

(b) Incentive and Bonus Compensation. The Employee shall not be eligible to be considered for a bonus annually during the term hereof.

(c) Business Expenses. The Company shall pay or reimburse the Employee for all reasonable, customary and necessary business expenses incurred or paid by the Employee in the performance of his duties and responsibilities hereunder, subject to any maximum annual limit and other restrictions on such expenses set by the Board, and to such reasonable substantiation and documentation as may be specified by the Company from time to time, in each case by advance written notice to the Employee of such restrictions or requirements.

(d) Benefits. The Employee shall be entitled to participate in such health, disability, life insurance and other benefit plans and retirement plans of the Company and its subsidiaries for which management employees of the Company or its subsidiaries are generally eligible.

5. Termination of Employment and Severance Benefits. Notwithstanding the provisions of Section 2 hereof, the Employee’s employment hereunder shall terminate prior to the expiration of the term hereof under the following circumstances:

(a) Death. In the event of the Employee’s death during the term hereof, the Employee’s employment hereunder shall immediately and automatically terminate. In such event, the Company shall pay to the Employee’s designated beneficiary, or, if no beneficiary has been designated by the Employee in writing, to his estate, (i) any Base Salary earned but not paid through the date of termination, and (ii) any business expenses incurred by the Employee but un-reimbursed as of the date of termination, provided that such expenses and required substantiation and documentation are submitted within 90 days following termination and that such expenses are reimbursable under Section 4(c) above (all of the foregoing, “Final Compensation”). In addition to Final Compensation, until the later of (x) the conclusion of the initial term of this Agreement and (y) a period of 24 months following the date of termination, the Company shall continue to pay the Employee (or his designated beneficiary or his estate) the Base Salary (“Severance”). Severance to which the Employee is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the “Release of Claims” or the date upon which the “Release of Claims,” signed by the Employee, is received by the Company, but the first payment shall be retroactive to next business day following the date of termination. The Company shall have no further obligation to the Employee hereunder.

(b) Disability. The Company may terminate the Employee’s employment hereunder, upon notice to the Employee, in the event that the Employee becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder, notwithstanding the provision of any reasonable accommodation, for 270 days during any period of 365 consecutive calendar days. In the event of such termination,

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the Company shall have no further obligation to the Employee hereunder, other than for payment of Final Compensation and Severance, which payment is conditioned upon the Employee signing and returning to the Company a timely and mutually acceptable effective release of claims relating to the Employee’s employment hereunder (a “Release of Claims”).

(c) By the Company for Cause. The Company may terminate the Employee’s employment hereunder for Cause at any time upon notice to the Employee setting forth in reasonable detail the nature of such Cause. The following shall constitute Cause for termination:

(i) willful and continued failure to perform (other than due to any mental or physical impairment) the Employee’s material duties and responsibilities to the Company and its Affiliates as agreed under Section 3(a) hereof after written notice specifying such failure and the manner in which the Employee may rectify such failure in the future, if rectifiable;

(ii) willful and material breach by the Employee of Section 8 of this Agreement that is not cured within 30 days of written notice from the Company; or

(iii) Employee having engaged during the term in fraud, embezzlement or another intentional act of dishonesty in connection with his duties hereunder, which act has a detrimental effect on the Company’s reputation or business, with respect to the Company or any of its Affiliates; or

(iv) a conviction of or plea of nolo contendere to a felony;

provided, that no such conduct described in Sections 5(c)(i) or 5(c)(ii) above will be deemed “willful” unless it is engaged in by the Employee not in good faith and without reasonable belief that the Employee’s conduct was in the best interests of the Company.

Upon the giving of notice of termination of the Employee’s employment hereunder for Cause, the Company shall have no further obligation to the Employee hereunder, other than for payment of Final Compensation.

(d) By the Company Other than for Cause. The Company may terminate the Employee’s employment hereunder other than for Cause at any time upon notice to the Employee. In the event of such termination, the Company shall have no further obligation to the Employee, other than for payment of Final Compensation and Severance provided the Employee executes an effective Release of Claims.

(e) By the Employee for Good Reason. The Employee may terminate his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Employee: failure of the Company to provide the Employee the Base Salary and benefits in accordance with the terms of Section 4 hereof, excluding an inadvertent failure which is cured within ten business days following notice by the Employee specifying in

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reasonable detail the nature of such failure. In the event of such termination, the Company shall have no further obligation to the Employee, other than for payment of Final Compensation and Severance provided that the Employee executes an effective Release of Claims.

(f) By the Employee Other than for Good Reason. The Employee may terminate his employment hereunder at any time upon three days’ notice to the Company. In the event of such termination, the Company shall have no further obligation to the Employee hereunder, other than for any Final Compensation.

(g) Timing of Payments. If at the time of the Employee’s separation from service, the Employee is a “specified employee,” as hereinafter defined, any and all amounts payable under this Section 5 in connection with such separation from service that constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”), as determined by the Company in its reasonable discretion, and that would (but for this sentence) be payable within six months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six months. For purposes of the preceding sentence, “separation from service” shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A, and the term “specified employee” shall mean an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A.

(h) Post-Agreement Employment. In the event the Employee remains in the employ of the Company or any of its Affiliates following termination of this Agreement, then such employment shall be at will.

6. Effect of Termination. The provisions of this Section 6 shall apply to any termination of the Employee’s employment.

(a) Except as otherwise provided herein, all of the Employee’s right to salary and any other form of compensation in respect of his employment shall cease on the date of termination, and the obligations of the Company under the applicable termination provision of Section 5 hereof shall constitute the entire obligation of the Company to the Employee in respect of such rights.

(b) Except for any right of the Employee to continue medical and dental plan participation in accordance with applicable law, benefits shall terminate pursuant to the terms of the applicable benefit plans based on the date of termination of the Employee’s employment without regard to any continuation of Base Salary or other payment to the Employee following such date of termination.

(c) Provisions of this Agreement shall survive any termination if so provided herein, or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, the obligations of the Employee under Sections 7 and 8 hereof. The obligation of the Company to pay Severance to or on behalf of the Employee under Section 5(b), 5(d) or 5(e) hereof is expressly conditioned upon the Employee’s continued full performance of obligations under Sections 7 and 8 hereof. The Employee recognizes that, except as expressly provided in Section 5(a), 5(b), 5(d) or 5(e) hereof, no compensation is earned after termination of employment.

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7. Confidential Information.

(a) The Employee acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Employee may develop Confidential Information for the Company or its Affiliates and that the Employee may learn of Confidential Information during the course of employment. The Employee will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information, and shall not disclose to any Person or use, other than (i) as required by applicable law, or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual jurisdiction to order the Employee to disclose or make accessible, (ii) for the proper performance of his duties and responsibilities to the Company and its Affiliates, (iii) at the request of the Company or (iv) to the extent required in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, any Confidential Information obtained by the Employee incident to his employment or other association with the Company or any of its Affiliates. The Employee understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which is generally known or readily available to the public at the time of disclosure, or which becomes generally known through no wrongful act on the part of the Employee.

(b) All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Employee, shall be the sole and exclusive property of the Company and its Affiliates. The Employee shall safeguard all Documents, and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Employee’s possession or control.

8. Restricted Activities. The Employee agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

(a) While the Employee is employed by the Company and for 24 months immediately following termination of his employment, the Employee shall not own, manage, control, participate in or render services for (directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise) any enterprise that is engaged, as its primary business or as a material portion of its business, in owning, operating or franchising full-service restaurant concepts (the “Business”), anywhere in the world (except by way of portfolio investment in shares quoted on a recognized stock exchange whereby the Employee owns less than 5% of the outstanding stock of such entity).

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(b) The Employee agrees that, during his employment and for 24 months immediately following termination of his employment, the Employee will not, and will not assist any other Person to, (i) hire or solicit for hiring any management level employee of the Company or any of its Affiliates or seek to persuade any such employee to discontinue employment, or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of the Company or any of its Affiliates is any person who was such at any time within the preceding 12 months.

9. Enforcement of Covenants. The Employee acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to Sections 7 and 8 hereof. The Employee agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Employee is bound by these restraints. The Employee further agrees that he will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. The Employee further acknowledges that, were he to breach any of the covenants contained in Sections 7 or 8 hereof, the damage to the Company would be irreparable. The Employee, therefore, agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Employee of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of Section 7 or 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

10. Definitions. Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this Section and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply:

(a) “Affiliates” means all persons and entities directly or indirectly controlled by Kangaroo Holdings, Inc., where control may be by management authority, contract or equity interest.

(b) “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by those with whom the Company or any of its Affiliates competes or does business, or with whom the Company or any of its Affiliates plans to compete or do business, and any and all information, publicly known in whole or in part

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or not, which, if disclosed by the Company or any of its Affiliates would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iii) the identity and special needs of the customers of the Company and its Affiliates and (iv) the people and organizations with whom the Company and its Affiliates have business relationships, and the nature and substance of those relationships. Confidential Information also includes any information that the Company or any of its Affiliates has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

(c) “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or any of its Affiliates.

11. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

12. Assignment. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Employee in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into, any Person or transfer all or substantially all of its properties or assets to any Person, provided, that the Company is still liable to the Employee for the obligations described herein. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, and their respective successors, executors, administrators, heirs and permitted assigns.

13. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

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15. Notice. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Employee at his last known address on the books of the Company, or, in the case of the Company, at its principal place of business, attention of the CEO, or to such other address as either party may specify by notice to the other actually received.

16. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Employee’s employment.

17. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and by an expressly authorized representative of the Company.

18. Headings. The headings and captions in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

20. Governing Law. This is a Florida contract and shall be construed and enforced under and be governed in all respects by the laws of the State of Florida.

[Signature page follows immediately.]

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative, and by the Employee, as of the date first above written.

“EMPLOYEE”
By:	/s/ Chris T. Sullivan
	Chris T. Sullivan

Employment Agreement

“COMPANY”
OSI RESTAURANT PARTNERS, LLC
By:	/s/ A. William Allen, III
	Name: A. William Allen, III
	Title: Authorized Representative

Employment Agreement

EX-10.16

Exhibit 10.16

Jeffrey S. Smith

OUTBACK STEAKHOUSE®

Officer Employment Agreement

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 23 day of January 2008, to be effective for all purposes as of April 12, 2007, by and among JEFFREY S. SMITH (hereinafter referred to as “Employee”), and OUTBACK STEAKHOUSE OF FLORIDA, LLC, a Florida limited liability company having its principal office at 2202 N. West Shore Boulevard, 5^th Floor, Tampa, Florida 33607 (hereinafter referred to as the “Employer”).

W I T N E S S E T H:

This Agreement is made and entered into under the following circumstances:

A. WHEREAS, the Employer is an affiliate of OSI Restaurant Partners, LLC (“OSI”); and

B. WHEREAS, the Employer is engaged in the business of owning and operating restaurants known as “Outback Steakhouse®“ utilizing a restaurant operating system and trademarks owned by or licensed to the Employer; and

C. WHEREAS, the Employer desires, on the terms and conditions stated herein, to employ Employee as President of the Employer; and

D. WHEREAS, the Employee desires, on the terms and conditions stated herein, to be employed by the Employer as President.

NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms and conditions contained herein, the parties hereto agree as follows:

1. Employment and Term. Subject to earlier termination as provided for in Section 8 hereof, the Employer hereby employs the Employee, and the Employee hereby accepts employment with the Employer as President of the Employer for a term commencing on April 12, 2007 and expiring April 12, 2012 (“Term of Employment”). Such Term of Employment shall be automatically renewed for successive renewal terms of one (1) year each unless either party elects not to renew by giving written notice to the other party not less than sixty (60) days prior to the start of any renewal term.

2. Representations and Warranties. The Employee hereby represents and warrants to the Employer that the Employee (i) is not subject to any written nonsolicitation or noncompetition agreement affecting the Employee’s employment with the Employer (other than any prior agreement with the Employer, OSI or either of their affiliates), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting the Employee’s employment with the Employer (other than any prior agreement with the Employer, OSI or either of their affiliates), and (iii) has brought to the Employer no trade secrets, confidential business information, documents, or other personal property of a prior employer.

3. Duties. As President of the Employer, the Employee shall:

(a) have such management, supervisory and operational functions as are customary to such position, and such other powers, functions and duties as may be assigned to the Employee by the Board of Directors of the Employer or the Chief Executive Officer or Chief Operating Officer of the Employer; and

(b) diligently, competently, and faithfully perform all of the duties and functions hereunder; and

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(c) not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof); and

(d) devote one hundred percent (100%) of the Employee’s full business time, attention, energies and effort to the business affairs of the Employer; and

(e) conduct all of his activities in a manner so as to maintain and promote the business and reputation of the Employer.

The Employee shall not, during the term of this Agreement, engage in any other business activity; provided, however, that the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on Employee’s part to any third party or conflict with the provisions of Section 9, Section 10 or Section 14 hereof, or conflict with any published policy of the Employer or its affiliates, including but not limited to the insider trading policy of the Employer or its affiliates.

The Employee shall be responsible for directly reporting to the Chief Executive Officer or Chief Operating Officer of the Employer on all matters for which the Employee is responsible.

Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Employee shall, during the term of this Agreement and at the request of the Employer, also serve as an officer of any subsidiary or affiliate of the Employer or OSI, as the Employer shall request. In such capacity, Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to Employee while serving in such office as though Employee and such subsidiary or affiliate of the Employer or OSI had separately entered into this Agreement, except that the Employee shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from such subsidiary or affiliate of the Employer or OSI.

4. Compensation. During the Term of Employment, the Employee shall be entitled to an annual base salary equal to at least the annual salary of Employee on the effective date hereof, payable in equal biweekly installments by the Employer, to be reviewed annually by the Employer.

5. Vacation. Employee shall be entitled to four (4) weeks paid vacation (selected by Employee, but subject to the reasonable business requirements of the Employer as determined by the Chief Executive Officer of the Employer) during each full year during the Term of Employment. Vacation granted but not used in any year shall be forfeited at the end of such one-year period and may not be carried over to any subsequent year.

6. Fringe Benefits. In addition to any other rights the Employee may have hereunder, the Employee shall also be entitled to receive those fringe benefits, including, but not limited to, complimentary food, life insurance, medical benefits, etc., if any, as may be provided by the Employer to similar employees of the Employer.

7. Automobile Allowance; Expenses.

(a) During the Term of Employment, the Employer shall pay to Employee a monthly automobile allowance in the amount of FOUR HUNDRED AND 00/100 DOLLARS ($400.00). Such automobile allowance shall be in lieu of reimbursement by the Employer of the costs to Employee of purchasing and maintaining an automobile, and all operational expenses, including, without limitation, mileage, repairs, insurance, etc., in connection therewith; provided, however, that the Employer shall reimburse Employee for the cost of gasoline used in conducting the Employer’s business. Employee shall, at all times during the Term of Employment, maintain an automobile for use in connection with the performance of Employee’s duties and shall maintain in full force and effect, at all times, with the

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Employer as additional loss payees, at least TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) in property damage and FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) in personal liability automobile insurance, with an additional ONE MILLION DOLLARS ($1,000,000.00) personal liability umbrella. Such insurance shall be written with an insurance carrier reasonably acceptable to the Employer and shall provide that such insurance cannot be changed, cancelled or permitted to expire without at least ten (10) days prior written notice to the Employer.

(b) Subject to approval by the Chief Financial Officer of the Employer and compliance with the Employer’s policies, the Employee may incur reasonable expenses on behalf of and in furtherance of the business of the Employer. Upon approval of such expenses by the Chief Financial Officer, the Employer shall promptly reimburse the Employee for all such expenses upon presentation by the Employee, from time to time, of appropriate receipts or vouchers for such expenses that are sufficient in form and substance to satisfy all federal tax requirements for the deductibility of such expenses by the Employer.

8. Termination. Notwithstanding the provisions of Section 1 hereof, the Term of Employment shall terminate prior to the end of the period of time specified in Section 1, immediately upon:

(a) The death of the Employee; or

(b) The Employee’s Disability during the Term of Employment. For purposes of this Agreement, the term “Disability” shall mean the inability of the Employee, arising out of any medically determinable physical or mental impairment, to perform the services required of the Employee hereunder for a period of ninety (90) consecutive days; or

(c) The existence of Cause. For purposes of this Agreement, the term “Cause” shall be defined as:

(i) Any dishonesty by the Employee in the Employee’s dealings with the Employer, the commission of fraud by the Employee, negligence in the performance of the duties of the Employee, insubordination, willful misconduct, or the conviction (or plea of guilty or nolo contendere) of the Employee of any felony, or any other crime involving dishonesty or moral turpitude; or

(ii) Any violation of any covenant or restriction contained in Section 9, Section 10, Section 12 or Section 14 hereof; or

(iii) Any violation of any material published policy of the Employer or its affiliates (material published policies include, but are not limited to, the Employer’s discrimination and harassment policy, management duty policy, responsible alcohol policy and insider trading policy);

or

(d) At the election of the Employer, upon the sale of a majority ownership interest in the Employer or substantially all of the assets of the Employer; or

(e) At the election of the Employer, upon the determination by the Employer to cease the Employer’s business operations; or

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(f) At the election of the Employer in its sole discretion, for any reason or no reason. In the event of termination of this Agreement pursuant to this Section 8(f), the Employee shall be entitled to receive as full and complete severance compensation, the base salary provided for herein for a period of one (1) year from the effective date of such termination (the “Severance”). Severance shall be payable in bi-weekly installments. The Employee acknowledges and agrees that in the event of termination of this Agreement pursuant to this Section 8(f) the Severance provided in this Section 8(f) shall be the only obligation that the Employer, OSI or any of their affiliates shall have to the Employee. Employee acknowledges that in the event of termination of Employee’s employment as President of the Employer, whether pursuant to this Section 8(f) or otherwise, any Long Term Incentive Agreement (“LTIA”) with the Employer or any of its affiliates shall terminate immediately and the Employee shall not be entitled to any further payments under such LTIA.

For all purposes of this Agreement, termination for Cause shall be deemed to have occurred in the event of the Employee’s resignation when, because of existing facts and circumstances, subsequent termination for Cause can be reasonably foreseen.

Except as otherwise provided in Section 8(f), in the event of termination of this Agreement pursuant to this Section 8, the Employee or the Employee’s estate, as appropriate, shall be entitled to receive (in addition to any fringe benefits payable upon death in the case of the Employee’s death) the base salary provided for herein up to and including the effective date of termination, prorated on a daily basis.

The Employee acknowledges and agrees that in the event of termination of Employee’s employment as President of the Employer, with or without Cause, any LTIA between the Employee and the Employer or any of its affiliates shall terminate immediately and the Employee shall not be entitled to any further payments under such LTIA.

9. Noncompetition.

(a) During Term. During the Employee’s employment with the Employer, the Employee shall not, individually or jointly with others, directly or indirectly, whether for the Employee’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in any person or entity engaged in a restaurant business, and the Employee shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to any such person or entity.

(b) Post Term. For a continuous period of two (2) years commencing on termination of the Employee’s employment with the Employer, regardless of any termination pursuant to Section 8 or any voluntary termination or resignation by the Employee, the Employee shall not, individually or jointly with others, directly or indirectly, whether for the Employee’s own account or for that of any other person or entity, engage in or own or hold any ownership interest in, have any interest in or lend any assistance to, any casual steakhouse restaurant or any person or entity engaged in a business owning, operating, franchising or controlling an casual steakhouse business, and that is located or intended to be located anywhere within a radius of thirty (30) miles of any Outback Steakhouse® restaurant owned or operated by the Employer, OSI or their affiliates or any proposed Outback Steakhouse® restaurant to be owned or operated by any of the foregoing, and the Employee shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, chef, or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person, or entity. For purposes of this Section 9(b), Outback Steakhouse® restaurants owned or operated by OSI shall include Outback Steakhouse® restaurants operated or owned by an affiliate of OSI, any successor entity to OSI, and any

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entity in which OSI has an interest, including but not limited to, an interest as a franchisor. The term “proposed Outback Steakhouse® restaurant” shall include all locations for which OSI, its franchisees or affiliates is conducting active, bona fide negotiations to secure a fee or leasehold interest with the intention of establishing one or more Outback Steakhouse® restaurants thereon. For purposes of this Section 9(b), the term “casual steakhouse” shall mean any restaurant for which the check average is equal to or less than of $30.00 per person, and: (i) the words “steak” or “beef” or any item of steak or beef or any word that connotes steak or beef is used in its name; or (ii) the sale of steak or beef is regularly featured in its advertising or marketing efforts, or (iii) the sale of steak and beef in the aggregate constitute thirty percent (30%) or more of its entrée sales, computed on a dollar basis.

(c) Limitation. Notwithstanding subsections (a) and (b), it shall not be a violation of this Section 9 for Employee to own a one percent (1%) or smaller interest in any corporation required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, or successor statute.

10. Nondisclosure; Nonsolicitation; Nonpiracy. Except in the performance of Employee’s duties hereunder, at no time during the Term of Employment, or at any time thereafter, shall Employee, individually or jointly with others, for the benefit of Employee or any third party, publish, disclose, use, or authorize anyone else to publish, disclose, or use, any secret or confidential material or information relating to any aspect of the business or operations of the Employer, OSI or their affiliates, including, without limitation, any secret or confidential information relating to the business, customers, trade or industrial practices, trade secrets, technology, recipes or know-how of any of the Employer, OSI or their affiliates. Moreover, during the Employee’s employment with the Employer and for two (2) years thereafter, Employee shall not offer employment to any employee of the Employer, OSI, their franchisees or affiliates, or otherwise solicit or induce any employee of the Employer, OSI, their franchisees or affiliates to terminate their employment, nor shall Employee act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, owner or part owner, or in any other capacity, for any person or entity that solicits or otherwise induces any employee of the Employer, OSI, their franchisees or affiliates to terminate their employment.

11. Employer Property: Employee Duty to Return. All Employer products, recipes, product specifications, training materials, employee selection and testing materials, marketing and advertising materials, special event, charitable and community activity materials, customer correspondence, internal memoranda, products and designs, sales information, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information, sales literature, territory printouts, call books, notebooks, textbooks, and all other like information or products, including all copies, duplications, replications, and derivatives of such information or products, now in the possession of Employee or acquired by Employee while in the employ of the Employer, shall be the exclusive property of the Employer and shall be returned to the Employer no later than the date of Employee’s last day of work with the Employer.

12. Inventions, Ideas, Processes, and Designs. All inventions, ideas, recipes, processes, programs, software, and designs (including all improvements) (i) conceived or made by Employee during the course of Employee’s employment with the Employer (whether or not actually conceived during regular business hours) and for a period of six (6) months subsequent to the termination or expiration of such employment and (ii) related to the business of the Employer, shall be disclosed in writing promptly to the Employer and shall be the sole and exclusive property of the Employer. An invention, idea, recipe, process, program, software or design (including an improvement) shall be deemed “related to the business of the Employer” if (a) it was made with equipment, supplies, facilities, or confidential information of the Employer, (b) results from work performed by Employee for the Employer, or (c) pertains to the current business or demonstrably anticipated research or development work of the Employer. Employee shall cooperate with the Employer and their attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas,

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recipes, processes, and designs to the Employer. The decision to file for patent or copyright protection or to maintain such development as a trade secret shall be in the sole discretion of the Employer, and Employee shall be bound by such decision. Employee shall provide, on the back of this Employment Agreement, a complete list of all inventions, ideas, recipes, processes, and designs if any, patented or unpatented, copyrighted or non-copyrighted, including a brief description, that the Employee made or conceived prior to Employee’s employment with the Employer and that therefore are excluded from the scope of this Agreement.

13. Employer’s Promise to Give Employee Trade Secrets and Training. In return for Employee’s agreement not to use or disclose Employer’s trade secrets, training, systems and confidential proprietary business methods, Employer unconditionally promises to give Employee within ninety (90) days of the signing of this contract trade secrets, specialized training and other confidential proprietary business methods.

Specifically, Employer unconditionally promises to give Employee one-on-one training from executives, trainers and senior employees of Employer or its affiliates. Further, the training will include training and information concerning procedures and confidential proprietary methods Employer uses to obtain and retain business from their customer base, operations in Employer’s home office, marketing and sales techniques, and information regarding the confidential information listed in Section 12(b) of this Agreement. Further, after the ninety (90) days, as Employer develops (during Employee’s employment with Employer) additional trade secrets, employee surveys and analyses, financial data and other confidential proprietary business methods and overall marketing plans and strategies, Employer promises to continue to provide, on a periodic basis, said confidential information and additional training and analysis from their executives, trainers and/or senior employees to Employee for so long as Employee is employed by Employer as President.

14. Employee’s Promise Not to Disclose Trade Secrets and Confidential Information. Employee understands and agrees that Employer will provide unique and specialized training and confidential information concerning Employer’s business operations, including, but not limited to, recipes, product specifications, restaurant operating techniques and procedures, marketing techniques and procedures, financial data, processes, vendors and other information that was developed and maintained at considerable effort and expense to Employer, for the Employer’s sole and exclusive use, and which if used by the Employer’s competitors would give them an unfair business advantage. Employee believes the unconditional promise to provide said information is sufficient consideration for Employee’s promise to adhere to the restrictive covenants of Section 9, Section 10, Section 12 and Section 14 of this Agreement.

15. Restrictive Covenants: Consideration; Non-Estoppel; Independent Agreements; and Non-Executory Agreements. The restrictive covenants of Section 9, Section 10, Section 12 and Section 14 of this Agreement are given and made by Employee to induce the Employer to employ the Employee and to enter into this Agreement with the Employee, and Employee hereby acknowledges that employment with the Employer is sufficient consideration for these restrictive covenants.

The restrictive covenants of Section 9, Section 10, Section 12 and Section 14 of this Agreement shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Employer, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement of any restrictive covenant. The Employer has fully performed all obligations entitling them to the restrictive covenants of Section 9, Section 10, Section 12 and Section 14 of this Agreement, and those restrictive covenants therefore are not executory or otherwise subject to rejection under the Bankruptcy Code.

The refusal or failure of the Employer to enforce any restrictive covenant of Section 9, Section 10, Section 12 or Section 14 of this Agreement (or any similar agreement) against any other employee, agent, or independent contractor, for any reason, shall not constitute a defense to the enforcement by the Employer of any such restrictive covenant, nor shall it give rise to any claim or cause of action by Employee against the Employer.

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16. Reasonableness of Restrictions; Reformation; Enforcement. The parties hereto recognize and acknowledge that the geographical and time limitations contained in Section 9, Section 10, Section 12 and Section 14 hereof are reasonable and properly required for the adequate protection of the Employer’s interests. Employee acknowledges that the Employer is the owner or the licensee of the Outback Steakhouse® trademarks, and the owner or the licensee of the Outback Steakhouse® restaurant operating system and will provide to Employee training in and confidential information concerning the Outback Steakhouse® restaurant operating system in reliance on the covenants contained in Section 9, Section 10, Section 12 and Section 14 hereof. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 9, Section 10, Section 12 or Section 14 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, both as to the time and to the geographical area, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area that is determined to be reasonable, nonarbitrary, and not against public policy may be enforced against Employee. If Employee shall violate any of the covenants contained herein and if any court action is instituted by the Employer to prevent or enjoin such violation, then the period of time during which the Employee’s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Employee’s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal.

In the event it is necessary for the Employer to initiate legal proceedings to enforce, interpret or construe any of the covenants contained in Section 9, Section 10, Section 12 or Section 14 hereof, the prevailing party in such proceedings shall be entitled to receive from the non-prevailing party, in addition to all other remedies, all costs, including reasonable attorneys’ fees, of such proceedings including appellate proceedings.

17. Specific Performance. Employee agrees that a breach of any of the covenants contained in Section 9, Section 10, Section 12 or Section 14 hereof will cause irreparable injury to the Employer for which the remedy at law will be inadequate and would be difficult to ascertain and therefore, in the event of the breach or threatened breach of any such covenants, the Employer shall be entitled, in addition to any other rights and remedies they may have at law or in equity, to obtain an injunction to restrain Employee from any threatened or actual activities in violation of any such covenants. Employee hereby consents and agrees that temporary and permanent injunctive relief may be granted in any proceedings that might be brought to enforce any such covenants without the necessity of proof of actual damages, and in the event the Employer does apply for such an injunction, Employee shall not raise as a defense thereto that the Employer has an adequate remedy at law.

18. Assignability. This Agreement and the rights and duties created hereunder, shall not be assignable or delegable by Employee. The Employer shall have the right, without Employee’s knowledge or consent, to assign this Agreement, in whole or in part and any or all of the rights and duties hereunder, including but not limited to the restrictive covenants of Section 9, Section 10, Section 11, Section 12 and Section 14 hereof to any person, including but not limited to any affiliate of the Employer, or any successor to the Employer’s interest in the Outback Steakhouse® restaurants, and Employee shall be bound by such assignment. Any assignee or successor may enforce any restrictive covenant of this Agreement.

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19. Effect of Termination. The termination of this Agreement, for whatever reason or no reason, or the expiration of this Agreement shall not extinguish those obligations of Employee specified in Section 9, Section 10, Section 11, Section 12 and Section 14 hereof. The restrictive covenants of Section 9, Section 10, Section 11, Section 12 and Section 14 shall survive the termination or expiration of this Agreement. The termination or expiration of this Agreement shall extinguish the right of any party to bring an action, either in law or in equity, for breach of this Agreement by any other party.

20. Captions; Terms. The captions of this Agreement are for convenience only, and shall not be construed to limit, define, or modify the substantive terms hereof.

21. Acknowledgments. Employee hereby acknowledges that the Employee has been provided with a copy of this Agreement for review prior to signing it, that the Employee has been given the opportunity to have this Agreement reviewed by Employee’s attorney prior to signing it, that the Employee understands the purposes and effects of this Agreement, and that the Employee has been given a signed copy of this Agreement for Employee’s own records.

22. Notices. All notices or other communications provided for herein to be given or sent to a party by the other party shall be deemed validly given or sent if in writing and mailed, postage prepaid, by certified United States mail, return receipt requested, addressed to the parties at their addresses hereinabove set forth or at their last known address. Any party may give notice to the other party at any time, by the method specified above, of a change in the address at which, or the person to whom, notice is to be addressed.

23. Severability. Each section, subsection, and lesser Section of this Agreement constitutes a separate and distinct undertaking, covenant, or provision hereof. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render the same valid and enforceable, and, in the event such a limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.

24. Waiver. The failure of a party to enforce any term, provision, or condition of this Agreement at any time or times shall not be deemed a waiver of that term, provision, or condition for the future, nor shall any specific waiver of a term, provision, or condition at one time be deemed a waiver of such term, provision, or condition for any future time or times.

25. Parties. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their legal representatives, and proper successors or assigns, as the case may be.

26. Governing Law. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Florida without giving effect to the principles of comity or conflicts of laws thereof.

27. Consent to Personal Jurisdiction and Venue. Employee hereby consents to personal jurisdiction and venue, for any action brought by the Employer arising out of a breach or threatened breach of this Agreement or out of the relationship established by this Agreement, exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida; Employee hereby agrees that any action brought by Employee, alone or in combination with others, against the Employer, whether arising out of this Agreement or otherwise, shall be brought exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida.

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28. Affiliate. Whenever used in this Agreement, the term “affiliate” shall mean, with respect to any entity, all persons or entities (i) controlled by the entity, (ii) that control the entity, or (iii) that are under common control with the entity.

29. Cooperation. Employee shall cooperate fully with all reasonable requests for information and participation by the Employer, its agents, or its attorneys, in prosecuting or defending claims, suits, and disputes brought on behalf of or against one or both of them and in which Employee is involved or about which Employee has knowledge.

30. Amendments. No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement.

31. WAIVER OF JURY TRIAL. ALL PARTIES TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL RIGHT TO A JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES.

THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

THE PARTIES INTEND THIS WAIVER OF THE RIGHT TO A JURY TRIAL BE AS BROAD AS POSSIBLE. BY THEIR SIGNATURES BELOW, THE PARTIES PROMISE, WARRANT AND REPRESENT THAT THEY WILL NOT PLEAD FOR, REQUEST OR OTHERWISE SEEK TO HAVE A JURY TO RESOLVE ANY AND ALL DISPUTES THAT MAY ARISE BY, BETWEEN OR AMONG THEM.

32. Entire Agreement; Counterparts. This Agreement and the agreements referred to herein constitute the entire agreement between the parties hereto concerning the subject matter hereof, and supersede any prior employment agreement with the Employer, OSI or any of their affiliates and supersedes all prior memoranda, correspondence, conversations, negotiations and other agreements. This Agreement may be executed in several identical counterparts that together shall constitute but one and the same Agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

	“EMPLOYEE”
/s/ Jessica L. Lovell	/s/ Jeffrey S. Smith
Witness	JEFFREY S. SMITH
/s/ Norma P. DeGuenther
Witness
	“EMPLOYER”
	OUTBACK STEAKHOUSE OF FLORIDA, LLC, Florida limited liability company
	By:	/s/ Joseph J. Kadow
		JOSEPH J. KADOW, Executive Vice President

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EX-10.17

Exhibit 10.17

(Multicurrency — Cross Border)

ISDA^®

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of September 11, 2007

WACHOVIA BANK, NATIONAL ASSOCIATION and OSI RESTAURANT PARTNERS, LLC

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows: —

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

Copyright^© 1992 by International Swap Dealers Association, Inc.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:—

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

(1) promptly notify the other party (“Y”) of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii) Liability. If: —

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date

2 ISDA^® 1992

of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to

3 ISDA^® 1992

be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support

4 ISDA^® 1992

Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party: —

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: —

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): —

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of

5 ISDA^® 1992

interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

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6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If: —

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d) Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

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(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default: —

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non- defaulting Party’s Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event: —

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties: —

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

8 ISDA^® 1992

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

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7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that: —

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

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9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11 ISDA^® 1992

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non- exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re- enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

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14. Definitions

As used in this Agreement:—

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:—

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost

13 ISDA^® 1992

incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of: —

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meanings specified in the Schedule.

14 ISDA^® 1992

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross- currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a. m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

15 ISDA^® 1992

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

WACHOVIA BANK, NATIONAL ASSOCIATION		OSI RESTAURANT PARTNERS, LLC
By:	/s/ John Miechkowski	By:	/s/ Joe Hartnett
Name: John Miechkowski		Name: Joe Hartnett
Title: Director		Title: V.P. Financial Reporting & Treasury

16 ISDA^® 1992

SCHEDULE

to the

MASTER AGREEMENT

dated as of September 11, 2007 between

WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”)

and OSI RESTAURANT PARTNERS, LLC (“Party B”)

Part 1. Termination Provisions

(a) “Specified Entity” means, with respect to Party A, its Affiliates for purposes of Section 5(a)(v), and with respect to Party B, none for any purpose.

(b) “Specified Transaction” has its meaning as defined in Section 14.

(c) “Cross Default” applies to both parties. With respect to Party A and Party B, Section 5(a)(vi) is amended by deleting the words “or becoming capable at such time of being declared,”.

“Specified Indebtedness” means any obligation (whether present, future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money, other than indebtedness in respect of any bank deposits received in the ordinary course of business by any foreign branch of a party the repayment of which is prevented, hindered or delayed by any governmental or regulatory action or law unrelated to the financial condition or solvency of such party or that foreign branch.

“Threshold Amount” means, with respect to Party A, an amount (including its equivalent in another currency) equal to the higher of $10,000,000 or 2% of its stockholders’ equity as reflected on its most recent financial statements or call reports, and with respect to Party B, $35,000,000.

(d) “Credit Event Upon Merger” applies to both parties.

(e) “Automatic Early Termination” does not apply to either party.

(f) Payments on Early Termination. Except as otherwise provided herein, “Market Quotation” and the “Second Method” apply, provided that with respect to the following types of Transactions, a Market Quotation shall not be determined or included under clause (a) of the definition of Settlement Amount, and instead a “Loss” shall be determined and included under clause (b) of the definition of Settlement Amount with respect to the following types of Transactions: (i) any FX Transactions and Currency Option Transactions, and (ii) any Transactions which are commodity swaps, commodity options, commodity forwards or any other commodity derivative transactions.

(g) “Termination Currency” means U.S. Dollars.

(h) “Additional Termination Event” does not apply to either party.

(i) Events of Default. An Event of Default shall not occur with respect to a party under Section 5(a)(v)(1) or (2) or Section 5(a)(vi) when the failure to pay or deliver, or the default, event of default or other similar condition or event, as the case may be, arises solely (i) out of a wire transfer problem or an operational or administrative error or omission (so long as the required funds or property required to make that payment or delivery were otherwise available to that party), or (ii) from the general unavailability of the relevant currency due to exchange controls or other similar governmental action, but in either case only if the payment or delivery is made within three Local Business Days after the problem has been corrected, the error or omission has been discovered or the currency becomes generally available.

17 ISDA^® 1992

Part 2. Tax Representations

(a) Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, each party makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement.

In making this representation, a party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Tax Representations. For the purpose of Section 3(f) of this Agreement:

(i) Party A makes the following representation(s):

(A) It is a national banking association organized or formed under the laws of the United States and is a United States resident for United States federal income tax purposes.

(B) Party A makes no other Payee Tax Representations.

(ii) Party B makes the following representation(s):

(A) It is organized or formed under the laws of a state within the United States, and it is (or, if Party B is disregarded for United States federal income tax purposes, its beneficial owner is) a United States resident for United States federal income tax purposes.

(B) Party B makes no other Payee Tax Representations.

Part 3. Documents

(a) Tax Forms.

(i) Delivery of Tax Forms. For the purpose of Section 4(a)(i), and without limiting Section 4(a)(iii), each party agrees to duly complete, execute and deliver to the other party the tax forms specified below with respect to it (A) before the first Payment Date under this Agreement, (B) promptly upon reasonable demand by the other party and (C) promptly upon learning that any such form previously provided by the party has become obsolete or incorrect.

(ii) Tax Forms to be Delivered by Party A:

None specified.

(iii) Tax forms to be Delivered by Party B:

A correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto) that eliminates U.S. federal backup withholding tax on payments to Party B under this Agreement.

(b) Delivery of Documents. When it delivers this Agreement, each party shall also deliver its Closing Documents to the other party in form and substance reasonably satisfactory to the other party. For each Transaction, a party shall deliver, promptly upon request, a duly executed incumbency certificate for the person(s) executing the Confirmation for that Transaction on behalf of that party.

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(i) For Party A, “Closing Documents” means (A) a copy, certified by the secretary or assistant secretary of Party A, of the resolutions of Party A’s board of directors authorizing the execution, delivery and performance by Party A of this Agreement and authorizing Party A to enter into Transactions hereunder and (B) a duly executed certificate of the secretary or assistant secretary of Party A certifying the name, true signature and authority of each person authorized to execute this Agreement and enter into Transactions for Party A.

(ii) For Party B, “Closing Documents” means (A) a copy of Party B’s organizational documents, including its operating agreement and any articles or certificate of registration or incorporation, and any amendments thereto, (B) a certified copy of the resolutions of Party B duly adopted by or on behalf of the members of Party B (and separate resolutions of the board of directors of each of Party B’s members that is a corporate entity) authorizing the execution, delivery and performance by Party B of this Agreement and authorizing Party B to enter into Transactions hereunder, and (C) a duly executed incumbency certificate of Party B certifying the name, true signature and authority of each person authorized to execute this Agreement and enter into Transactions for Party B, together with, if this Agreement or any Transaction for Party B is being executed through any of Party B’s members or its manager that is a corporate entity, an incumbency certificate of each such member or manager certifying the name, true signature and authority of each such person.

Part 4. Miscellaneous

(a) Addresses for Notices.

(i) For purposes of Section 12(a) of this Agreement, all notices to Party A shall, with respect to any particular Transaction, be sent to the address, telex number or facsimile number specified by Party A in the relevant Confirmation (or as specified below if not specified in the relevant Confirmation), provided that any notice under Section 5 or 6 of this Agreement shall be sent to Party A at its head office address specified below.

Head Office

WACHOVIA BANK, N.A.

301 South College Street, DC-8

Charlotte, NC 28202-0600

Attention: Derivatives Documentation Group

Fax: (704) 383-0575

Phone: (704) 383-8778

19 ISDA^® 1992

(ii) For purposes of Section 12(a) of this Agreement, all notices to Party B shall, with respect to any particular Transaction, be sent to the address, telex number or facsimile number specified by Party B in the relevant Confirmation (or as specified below if not specified in the relevant Confirmation), provided that any notice under Section 5 or 6 of this Agreement shall be sent to Party B at its head office address specified below.

Head Office

OSI RESTAURANT PARTNERS, LLC

2202 N. West Shore Blud.

5^th Floor

Tampa, FL 33607

Attention: Joe Hartnett

Fax: (813) 349-9416

Phone: (813) 282-1225

joehartnett@outback.com

(b) Process Agent. For the purpose of Section 13(c) of this Agreement, neither party appoints a Process Agent hereunder.

(c) Offices. Section 10(a) applies.

(d) Multibranch Party.

(i) Party A is a Multibranch Party and may act through the following Offices: its Charlotte Head Office and its London Branch. If any Confirmation for a Transaction is sent or executed by Party A without specifying its Office, it will be presumed that Party A’s Office for that Transaction is its Charlotte Head Office.

(ii) Party B is not a Multibranch Party.

(e) “Calculation Agent” means Party A.

(f) “Credit Support Document” means, with respect to Party B, (i) the Credit Agreement dated June 14, 2007 among OSI Restaurant Partners, LLC as Borrower, Deutsche Bank AG New York Branch, as Administrative Agent, and the Other Lenders party thereto (and their successors and assigns) and each Schedule and Exhibit thereto, as may be amended or modified from time to time, and (ii) each other document (whether now existing or hereafter executed) which by its terms secures, guarantees or otherwise supports Party B’s obligations under this Agreement from time to time, whether or not this Agreement, any Transaction, or any type of Transaction entered into hereunder is specifically referenced or described in any such document.

(g) “Credit Support Provider” means, with respect to Party B, each party to a Credit Support Document that provides or is obligated to provide security, a guaranty or other credit support for Party B’s obligations under this Agreement.

(h) Governing Law. To the extent not otherwise preempted by U.S. Federal law, this Agreement will be governed by and construed in accordance with the law of the State of New York (without giving effect to any provision of New York law that would cause another jurisdiction’s laws to be applied).

(i) Waiver of Jury Trial. To the extent permitted by applicable law, each party irrevocably waives any and all right to trial by jury in any legal proceeding in connection with this Agreement, any Credit Support Document to which it is a party, or any Transaction.

20 ISDA^® 1992

(j) Netting of Payments. Section 2(c)(ii) will apply in respect of all Transactions from the date of this Agreement, provided that Section 2(c)(ii) will not apply with respect to any Transactions or group of Transactions for which the parties mutually agree shall be netted operationally.

(k) “Affiliate” has its meaning as defined in Section 14.

Part 5. Other Provisions

(a) ISDA Publications.

(i) 2006 ISDA Definitions. This Agreement and each Transaction are subject to the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. (the “2006 ISDA Definitions”) and will be governed by the provisions of the 2006 ISDA Definitions. The provisions of the 2006 ISDA Definitions are incorporated by reference in, and shall form part of, this Agreement and each Confirmation. Any reference to a “Swap Transaction” in the 2006 ISDA Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement or any Confirmation, and any reference to a “Transaction” in this Agreement or any Confirmation is deemed to be a reference to a “Swap Transaction” for purposes of the 2006 ISDA Definitions. The provisions of this Agreement (exclusive of the 2006 ISDA Definitions) shall prevail in the event of any conflict between such provisions and the 2006 ISDA Definitions.

(ii) EMU Protocol. If a present or future European Union member state adopts the euro as its lawful currency to replace its national currency (including, without limitation, Sterling, Danish Krone and Swedish Krona), then Annexes 1 through 5 (inclusive) and Section 6 of the EMU Protocol published on May 6, 1998 by the International Swaps and Derivatives Association, Inc. (i) shall be deemed to apply to any Transaction involving that member state’s national currency (which shall be considered a Legacy Transaction under the EMU Protocol), (ii) shall be construed in a manner consistent with the purpose of the EMU Protocol notwithstanding that the start of the third stage of European Economic and Monetary Union has already occurred, and (iii) are hereby incorporated by reference in, and shall form part of, this Agreement. References in the EMU Protocol to “ISDA Master Agreement” will be deemed references to this Agreement.

(b) Scope of Agreement. Any Specified Transaction now existing or hereafter entered into between the parties (whether or not evidenced by a Confirmation) shall constitute a “Transaction” under this Agreement and shall be subject to, governed by, and construed in accordance with the terms of this Agreement, unless the confirming document(s) for that Specified Transaction provide(s) otherwise. For any such Specified Transaction not evidenced by a Confirmation, Section 2(a)(i) of this Agreement is amended to read as follows: “(i) Each party will make each payment or delivery to be made by it under each Transaction, as specified in each Confirmation (or otherwise in accordance with the terms of that Transaction if not evidenced by a Confirmation), subject to the other provisions of this Agreement.”

(c) Additional Representations. In addition to the representations under Section 3, the following representations will apply:

(i) Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Relevant Agreement that:

(1) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into the Relevant Agreement and as to whether the Relevant Agreement is appropriate or proper for it based solely upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party or any of its affiliates (or its respective representatives) as investment advice or as a recommendation to enter into the Relevant Agreement, it being understood that information and explanations related to the terms and conditions of any Relevant Agreement will not be considered investment advice or a recommendation to enter into the Relevant Agreement. No communication (written or oral) received from the other party or any of its affiliates (or its respective representatives) will be deemed to be an assurance or guarantee as to the expected results of the Relevant Agreement.

21 ISDA^® 1992

(2) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Relevant Agreement based solely upon its own evaluation of the Relevant Agreement (including the present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal, or otherwise) or that of its own advisers. It is also capable of assuming, and assumes, the risks of the Relevant Agreement. It also understands that the terms under which any Transaction may be terminated early are set forth in this Agreement (or in the relevant Confirmation), and any early termination of a Transaction other than pursuant to such terms is subject to mutual agreement of the parties confirmed in writing, the terms of which may require one party to pay an early termination fee to the other party based upon market conditions prevailing at the time of early termination.

(3) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of the Relevant Agreement, and any agency, brokerage, advisory or fiduciary services that the other party (or any of its affiliates) may otherwise provide to the party (or to any of its affiliates) excludes the Relevant Agreement.

“Relevant Agreement” means this Agreement, each Transaction, each Confirmation, any Credit Support Document, or any agreement (including any amendment, modification, transfer or early termination) between the parties relating to this Agreement or to any Transaction, Confirmation or Credit Support Document.

(ii) Eligibility. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act.

(iii) ERISA. Each party represents to the other party at all times hereunder that it is not (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), subject to Title I of ERISA or Section 4975 of the Code, or a plan as so defined but which is not subject to Title I of ERISA or Section 4975 of the Code but is subject to another law materially similar to Title I of ERISA or Section 4975 of the Code (each of which, an “ERISA Plan”), (ii) a person or entity acting on behalf of an ERISA Plan, or (iii) a person or entity the assets of which constitute assets of an ERISA Plan.

(d) Set-off. Any amount (“Early Termination Amount”) payable to one party (“Payee”) by the other party (“Payer”) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5(b)(iv) has occurred, will, at the option of the party (“X”) other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by means of set off against any amount(s) (“Other Agreement Amount”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer or to any Affiliate of the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) between the Payee and the Payer (or between the Payee and any Affiliate of the Payer) or instrument(s) or undertaking(s) issued or executed by the Payee to, or in the favor of, the Payer or any Affiliate of the Payer (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off effected under this paragraph.

For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the relevant currency.

Nothing in this paragraph shall be effective to create a charge or other security interest. This paragraph shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

(e) Escrow. If payments denominated in different currencies are due hereunder by both parties on the same day and a party has reasonable cause to believe that the other party will not meet its payment obligation, then as reasonable assurance of performance the party may notify the other party that payments on that date are to be made in escrow. In

22 ISDA^® 1992

this case, deposit of the payment due earlier on that date shall be made by 2.00 p.m. (local time at the place for the earlier payment) on that date with any escrow agent selected by the party giving the notice from among major commercial banks independent of either party (and its affiliates), accompanied by irrevocable payment instructions (i) to release the deposited payment to the intended recipient upon receipt by the escrow agent of the required deposit of the corresponding payment from the other party on the same date accompanied by irrevocable payment instructions to the same effect or (ii) if the required deposit of the corresponding payment is not made on the same date, to return the payment deposited to the party that paid in escrow. The party that elects to have payments made in escrow shall pay the costs of the escrow arrangements and shall make arrangements to provide that the intended recipient of the amount due to be deposited first shall be entitled to interest on the deposited payment for each day in the period of its deposit at the rate offered by the escrow agent for that day for overnight deposits in the relevant currency in the office where it holds that deposited payment (at 11.00 a.m. local time on that day) if that payment is not released by 5.00 p.m. local time on the date it is deposited for any reason other than the intended recipient’s failure to make the escrow deposit it is required to make hereunder in a timely fashion.

(f) Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties or any of their Affiliates in connection with this Agreement or any Transaction or potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and those of its Affiliates and (iii) agrees, to the extent permitted by applicable law, that such recordings may be submitted in evidence in any Proceedings.

(g) Transfer. If a party is requested to give its prior written consent to a transfer referred to in Section 7, such consent shall not be unreasonably withheld or delayed, and among the reasons it shall be considered reasonable for a party to withhold its consent are the following: (i) its credit department is unwilling to credit approve the transfer to the transferee; (ii) when fewer than all Transactions are transferred, its credit exposure to the transferring party would increase as a result of the transfer; (iii) it would be exposed to any increased legal, bankruptcy, regulatory or tax risks, liabilities or requirements as the result of such transfer, or such transfer would cause it to be in noncompliance with any such requirements; (iv) an Event of Default or Termination Event would exist before or after the transfer, (v) settlement netting and close-out netting would not be enforceable under the bankruptcy or insolvency laws applicable to the transferee, or (vi) collateral arrangements acceptable to it would not be in place at the time of such transfer to cover all existing and future obligations of the transferee for the Transactions being transferred.

23 ISDA^® 1992

Part 6. Additional Terms for FX Transactions and Currency Options

(a) ISDA FX and Currency Option Definitions. The 1998 FX and Currency Option Definitions published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and The Foreign Exchange Committee (the “1998 FX and Currency Option Definitions”) are hereby incorporated by reference in, and shall form part of, this Agreement and each Confirmation relating to any “Currency Option Transaction” or “FX Transaction” as defined in the FX and Currency Option Definitions, except as otherwise specifically provided herein or in the relevant Confirmation.

(b) FX Transactions.

Netting of FX Transactions. Section 2(c) shall not apply to FX Transactions. Instead, the following provision will apply to FX Transactions:

If amounts in the same currency would be due by both parties in respect of the same Settlement Date (or other payment or delivery date) under two or more FX Transactions between the same pair of Offices of the parties (assuming satisfaction of each condition precedent), then the obligations of the parties for those amounts will be discharged automatically, and if one party’s obligation in that currency would have been greater, replaced by an obligation of that party to pay or deliver the amount of that difference to the other party on that Settlement Date or date.

(c) Currency Option Transactions.

(i) Currency Option Transaction Premiums. If any Premium of a Currency Option Transaction is not received on the Premium Payment Date, then the Seller may elect to either (A) accept late payment of that Premium, or (B) give written notice of that nonpayment and, if that payment is not received within three Local Business Days of that notice, either (1) treat the related Currency Option Transaction as void, or (2) treat that non-payment as an Event of Default under Section 5(a)(i) of this Agreement. If the Seller elects to act under clause (A) or (B)(1) of the preceding sentence, then the Buyer shall pay on demand all out-of-pocket costs and actual damages incurred by the Seller in connection with that unpaid or late Premium or void Currency Option Transaction, including, without limitation, interest on that Premium in the same currency as that Premium at the Default Rate and any other costs or expenses incurred by the Seller to compensate it for its loss of bargain, cost of funding or loss incurred as a result of terminating, liquidating, obtaining or re-establishing a delta hedge or other related trading position with respect to that Currency Option Transaction.

(ii) Netting of Currency Option Transactions. Section 2(c) of this Agreement shall not apply to Currency Option Transactions. Instead, the following provisions will apply to Currency Option Transactions:

(A) If Premiums in the same currency would be due by both parties in respect of the same Premium Payment Date under two or more Currency Option Transactions between the same pair of Offices of the parties (assuming satisfaction of each condition precedent), then the obligations of the parties for those Premiums will be discharged automatically, and if one party’s obligation in that currency would have been greater, replaced by an obligation of that party to pay or deliver the amount of that difference to the other party.

(B) If amounts in the same currency (other than Premiums) would be due by both parties in respect of the same Settlement Date (or other payment or delivery date) under two or more Currency Option Transactions between the same pair of Offices of the parties (assuming satisfaction of each condition precedent), then the obligations of the parties for those amounts will be discharged automatically, and if one party’s obligation in that currency would have been greater, replaced by an obligation of that party to pay or deliver the amount of that difference to the other party on that Settlement Date or date.

(C) For matching Currency Option Transactions, any unexercised Call or Put written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against any unexercised Call or Put, respectively, written by the other party upon the payment in full of both Currency Option Transaction Premiums. Currency Option Transactions are “matching” only if both (i) are granted for the same Put Currency, Call Currency, Expiration Date, Expiration Time, and Strike Price, (ii) have the same exercise

24 ISDA^® 1992

style (e.g., American, European or Asian) including the same exercise terms, and (iii) are entered into by the same pair of Offices of the parties. For any partial termination and discharge (where the Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction shall continue to be a Currency Option Transaction under this Agreement.

(d) Notice of Exercise. Notwithstanding Section 3.5 (g) of the 1998 FX and Currency Option Definitions, a Notice of Exercise may be delivered by facsimile for purposes of exercising a Currency Option only if, after reasonable efforts have been made by the Buyer to deliver such Notice of Exercise orally by telephone, Buyer is unable to reach an appropriate person at the Seller by telephone on the relevant day for purposes of exercising such Currency Option on that day. Whenever a Notice of Exercise has been given orally by telephone, a confirmation of such Notice of Exercise may be delivered in writing by facsimile or by any other means specified therefore in the relevant Confirmation.

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized signatories as of the date hereof.

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ John Miechkowski
Name:	John Miechkowski
Title:	Director
OSI RESTAURANT PARTNERS, LLC
By:	/s/ Joseph W. Harnett
Name:	Joseph W. Harnett
Title:	Vice President

25 ISDA^® 1992

EX-12

Exhibit 12

Ratio of Earnings to Fixed Charges:

Our ratio of earnings to fixed charges for each of the periods indicated (dollars in thousands):

							Supplemental pro forma year ended December 31, 2007			Predecessor
	Successor			Predecessor						Fiscal Year
	Period from June 15 to December 31, 2007			Period from January 1 to June 14, 2007						2006			2005			2004			2003
Fixed Charges
Interest expense	$	98,722		$	6,212		$	176,420		$	14,804		$	6,848		$	3,629		$	1,810
Capitalized interest		900			294			1,662			567			378			206			202
Amortization of debt issuance costs		5,879			207			8,867			416			273			261			154
Interest factor attributable to rental expense		37,971			18,269			68,600			37,329			31,723			26,444			20,914
Total fixed charges	$	143,472		$	24,982		$	255,549		$	53,116		$	39,222		$	30,540		$	23,080
Earnings
Pre-tax (loss) income before income (loss) from minority partners and income (loss) from equity investees	$	(87,588	)	$	18,182		$	(137,279	)	$	148,742		$	220,266		$	237,648		$	245,920
Add: fixed charges		143,472			24,982		$	255,549			53,116			39,222			30,540			23,080
Add: amortization of capitalized interest		150			202			277			419			386			375			399
Add: distributed income of equity investees		112			86			207			—			—			121			1,830
Deduct: interest capitalized		(900	)		(294	)		(1,662	)		(567	)		(378	)		(206	)		(202	)
Total earnings	$	55,246		$	43,158		$	117,092		$	201,710		$	259,496		$	268,478		$	271,027
Ratio of earnings to fixed charges (1)		—			1.7			—			3.8			6.6			8.8			11.7

(1) The ratio of earnings to fixed charges is computed by dividing earnings to fixed charges. For purposes of calculating the ratio of earnings to fixed charges, earnings represents pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries and before income (loss) from equity investees, plus fixed charges and amortization of capitalized interest, less capitalized interest. Fixed charges include: (i) interest expense, whether expensed or capitalized; (ii) amortization of debt issuance cost; and (iii) the portion of rental expense that we believe is representative of the interest component of rental expense. For the period from June 15 to December 31, 2007 and for the supplemental pro forma year ended December 31, 2007, earnings were insufficient to cover fixed charges by approximately $88.2 million and $138.5 million, respectively. The Company accounts for interest and penalties related to uncertain tax positions as part of its (benefit) provision for income taxes, and therefore, these charges are not included as a component of interest expense within fixed charges.

EX-21

Exhibit 21

SUBSIDIARIES OF OSI RESTAURANT PARTNERS, LLC

SUBSIDIARY NAME	STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
Bonefish Grill, LLC	Florida
Carrabba’s Italian Grill, LLC	Florida
OS Asset, Inc.	Florida
OS Capital, Inc.	Delaware
OS Cathay, Inc.	Florida
OS Investments, Inc.	California
OS Management, Inc.	Florida
OS Mortgage Holdings, Inc.	Delaware
OS Pacific, LLC	Florida
OS Prime, LLC	Florida
OS Realty, LLC	Florida
OS Southern, LLC	Florida
OS Tropical, LLC	Florida
OS USSF, LLC	Florida
OSI Co-Issuer, Inc.	Delaware
OSI International, LLC	Florida
Outback & Carrabba’s of New Mexico, Inc.	New Mexico
Outback Sports, LLC	Delaware
Outback Steakhouse International, LLC	Florida
Outback Steakhouse of Florida, LLC	Florida
Private Restaurant Master Lessee, LLC	Delaware

SUBSIDIARIES OF OUTBACK STEAKHOUSE OF FLORIDA, LLC

SUBSIDIARY NAME	STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
Outback Catering, Inc.	Florida
OS Restaurant Services, Inc.	Delaware
Boomerang Air, Inc.	Florida
OSI Gift Card Services, LLC	Florida
Outback Designated Partner, LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Certified Public Accounting Firm

We hereby consent to the use in this Registration Statement on Form S-4 of our report dated April 29, 2008 relating to the financial statements of OSI Restaurant Partners, Inc., and to the use of our report dated April 29, 2008 relating to the financial statements of OSI Restaurant Partners, LLC, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP

Tampa, Florida

May 9, 2008

EX-25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

OSI RESTAURANT PARTNERS, LLC¹

OSI CO-ISSUER, INC.

(Exact name of obligor as specified in its charter)

Delaware	59-3061413
Delaware	20-8941232
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2202 N. West Shore Blvd., 5^th Floor, Tampa, Florida 33607

(Address of principal executive offices)

10% Senior Notes due 2015

(Title of the indenture securities)

¹ See Table 1—List of additional obligors

Table 1

Guarantor (1)	Jurisdiction of Incorporation	Federal EIN
A La Carte Event Pavilion, Ltd.	FL	59-3659025
Carrabba’s Designated Partner, LLC	DE	20-8475204
Carrabba’s Italian Grill, LLC	FL	59-3295193
Carrabba’s Italian Market, LLC	FL	26-0388687
Carrabba’s Kansas Designated Partner, LLC	DE	20-8719120
Carrabba’s Kansas, Inc.	KS	03-0460308
Carrabba’s Midwest Designated Partner, LLC	DE	20-8718725
Carrabba’s Midwest, Inc.	KS	59-3591788
Carrabba’s of Baton Rouge, LLC	FL	20-1579298
Carrabba’s of Bowie, LLC	MD	55-0800809
Carrabba’s Shreveport, LLC	FL	20-2152029
Carrabba’s/Arizona-I, Limited Partnership	FL	59-3391044
Carrabba’s/Birchwood, Limited Partnership	FL	51-0467086
Carrabba’s/Bobby Pasta, Limited Partnership	FL	20-2035579
Carrabba’s/Broken Arrow, Limited Partnership	FL	20-3029408
Carrabba’s/Canton, Limited Partnership	FL	59-3668459
Carrabba’s/Carolina-I, Limited Partnership	FL	59-3460180
Carrabba’s/Central Florida-I, Limited Partnership	FL	59-3386227
Carrabba’s/Chicago, Limited Partnership	FL	59-3694616
Carrabba’s/Colorado-I, Limited Partnership	FL	59-3329023
Carrabba’s/Crestview Hills, Limited Partnership	FL	20-0178000
Carrabba’s/Dallas-I, Limited Partnership	FL	59-3627865
Carrabba’s/DC-I, Limited Partnership	FL	59-3391932
Carrabba’s/First Coast, Limited Partnership	FL	59-3400608
Carrabba’s/Georgia-I, Limited Partnership	GA	59-3295191
Carrabba’s/Great Lakes-I, Limited Partnership	FL	59-3542931
Carrabba’s/Gulf Coast-I, Limited Partnership	FL	20-1096125
Carrabba’s/Heartland-I, Limited Partnership	FL	03-0460287
Carrabba’s/Kansas Two-I, Limited Partnership	KS	20-1472721
Carrabba’s/Kansas-I, Limited Partnership	KS	03-0460331
Carrabba’s/Mid Atlantic-I, Limited Partnership	FL	59-3375677
Carrabba’s/Mid East, Limited Partnership	FL	20-3029369
Carrabba’s/Midwest-I, Limited Partnership	KS	59-3604371
Carrabba’s/New England, Limited Partnership	FL	59-3682742
Carrabba’s/Ohio, Limited Partnership	FL	59-3694613
Carrabba’s/Outback, Limited Partnership	FL	76-0396236
Carrabba’s/Pensacola, Limited Partnership	FL	90-0076800
Carrabba’s/Second Coast, Limited Partnership	FL	51-0467092
Carrabba’s/South Florida-I, Limited Partnership	FL	59-3329152
Carrabba’s/South Texas-I, Limited Partnership	FL	13-4246830
Carrabba’s/Sun Coast, Limited Partnership	FL	59-3698007
Carrabba’s/Texas, Limited Partnership	FL	59-3309113
Carrabba’s/Tri State-I, Limited Partnership	FL	20-0178997
Carrabba’s/Tropical Coast, Limited Partnership	FL	20-1050979
Carrabba’s/Virginia, Limited Partnership	FL	20-3036416
Carrabba’s/West Florida-I, Limited Partnership	FL	59-3321512
Carrabba’s/Z Team Two-I, Limited Partnership	FL	20-1166520
Carrabba’s/Z Team-I, Limited Partnership	FL	20-0209195
Cheeseburger Designated Partner, LLC	DE	20-8475937
Cheeseburger in Paradise of Kansas, Inc.	KS	20-1528140
Cheeseburger in Paradise, LLC	DE	59-3671653
Cheeseburger Kansas Designated Partner, LLC	DE	20-8719005
Cheeseburger-Buckeye, Limited Partnership	FL	20-0174348

Cheeseburger-Downer’s Grove, Limited Partnership	FL	05-0556946
Cheeseburger-Illinois, Limited Partnership	FL	20-0269240
Cheeseburger-Kansas, Limited Partnership	KS	20-1528193
Cheeseburger-Maryland, Limited Partnership	FL	20-0270250
Cheeseburger-Michigan, Limited Partnership	FL	20-2327923
Cheeseburger-Nebraska, Limited Partnership	FL	20-0194502
Cheeseburger-Northern New Jersey, Limited Partnership	FL	20-0270498
Cheeseburger-Northern Virginia, Limited Partnership	FL	56-2359756
Cheeseburger-Ohio, Limited Partnership	FL	59-7216459
Cheeseburger-South Carolina, Limited Partnership	FL	20-0270482
Cheeseburger-South Eastern Pennsylvania, Limited Partnership	FL	54-2120144
Cheeseburger-South Florida, Limited Partnership	FL	20-1014107
Cheeseburger-Southern NY, Limited Partnership	FL	20-0577766
Cheeseburger-West Nyack, Limited Partnership	FL	56-2314742
Cheeseburger-Wisconsin, Limited Partnership	FL	14-1871562
CIGI Beverages of Texas, Inc.	TX	76-0644450
CIGI Holdings, Inc.	TX	54-2147428
Frederick Outback, Inc.	MD	52-1823949
Heartland Outback, Inc.	KS	59-3392967
Heartland Outback-I, Limited Partnership	KS	59-3392974
Heartland Outback-II, Limited Partnership	KS	59-3470135
OBTex Holdings, Inc.	TX	26-0463212
OS Asset, Inc.	FL	59-3602393
OS Capital, Inc.	DE	51-0393481
OS Developers, LLC	FL	59-3604617
OS Management, Inc.	FL	59-3602392
OS Mortgage Holdings, Inc.	DE	20-2863689
OS Realty, LLC	FL	59-3671409
OS Restaurant Services, Inc.	DE	59-3549811
OS Speedway, LLC	FL	59-3630628
OS Tropical, LLC	FL	59-3668622
OSF/CIGI of Evesham Partnership	FL	20-5132036
OSI Gift Card Services, LLC	FL	N/A
OSI International, LLC	FL	02-0591579
Outback & Carrabba’s of New Mexico, Inc.	NM	59-3390138
Outback Alabama, Inc.	AL	20-0742496
Outback Beverages of Texas, Inc.	TX	75-2446167
Outback Catering Company, Limited Partnership	FL	59-3472937
Outback Catering Company-II, Limited Partnership	FL	59-3543172
Outback Catering Designated Partner, LLC	DE	20-8719164
Outback Catering of Pittsburgh, Ltd.	FL	59-3654957
Outback Catering, Inc.	FL	59-3554516
Outback Designated Partner, LLC	DE	20-8457976
Outback International Designated Partner, LLC	DE	20-8718909
Outback Kansas Designated Partner, LLC	DE	20-8719081
Outback of Aspen Hill, Inc.	MD	26-1478958
Outback of Germantown, Inc.	MD	26-0714562
Outback of Waldorf, Inc.	MD	59-3314442
Outback Sports, LLC	DE	59-3514778
Outback Steakhouse International, L.P.	GA	59-3316101
Outback Steakhouse International, LLC	FL	59-3308620
Outback Steakhouse of Central Florida, Ltd.	FL	59-2969147
Outback Steakhouse of Central Florida-II, Ltd.	FL	59-3168113
Outback Steakhouse of Dallas-I, Ltd.	TX	59-7052644
Outback Steakhouse of Dallas-II, Ltd.	TX	59-3324626
Outback Steakhouse of Florida, LLC	FL	59-2848217
Outback Steakhouse of Houston-I, Ltd.	TX	59-3324630
Outback Steakhouse of Houston-II, Ltd.	TX	59-3324636
Outback Steakhouse of Indianapolis, Ltd.	FL	59-3017233

Outback Steakhouse of Kentucky, Ltd.	FL	59-3168119
Outback Steakhouse of North Georgia-I, L.P.	GA	58-2114683
Outback Steakhouse of North Georgia-II, L.P.	GA	59-3267888
Outback Steakhouse of South Carolina, Inc.	SC	59-3134609
Outback Steakhouse of South Florida, Ltd.	FL	59-3111207
Outback Steakhouse of South Georgia-I, L.P.	GA	58-2114732
Outback Steakhouse of South Georgia-II, L.P.	GA	59-3335767
Outback Steakhouse of Washington D.C., Ltd.	FL	65-0225014
Outback Steakhouse West Virginia, Inc.	WV	59-3350085
Outback Steakhouse-NYC, Ltd.	FL	42-1577138
Outback/Alabama-I, Limited Partnership	FL	59-3333075
Outback/Alabama-II, Limited Partnership	FL	59-3772370
Outback/Bayou-I, Limited Partnership	FL	58-2114699
Outback/Bayou-II, Limited Partnership	FL	59-3270373
Outback/Billings, Limited Partnership	FL	20-3671099
Outback/Bluegrass-I, Limited Partnership	FL	59-3333076
Outback/Bluegrass-II, Limited Partnership	FL	59-3346424
Outback/Buckeye-I, Limited Partnership	FL	59-3333080
Outback/Buckeye-II, Limited Partnership	FL	59-3346428
Outback/Carrabba’s Partnership	FL	59-3381148
Outback/Central Mass, Limited Partnership	FL	20-4952902
Outback/Charlotte-I, Limited Partnership	FL	65-0201445
Outback/Chicago-I, Limited Partnership	FL	59-3167848
Outback/Cleveland-I, Limited Partnership	FL	59-3177208
Outback/Cleveland-II, Limited Partnership	FL	59-3412031
Outback/DC, Limited Partnership	FL	20-3127799
Outback/Denver-I, Limited Partnership	FL	59-3248393
Outback/Detroit-I, Limited Partnership	FL	38-3046363
Outback/East Michigan, Limited Partnership	FL	20-3597673
Outback/Empire-I, Limited Partnership	FL	59-3270369
Outback/Hawaii-I, Limited Partnership	FL	59-3640519
Outback/Heartland-I, Limited Partnership	FL	59-3333079
Outback/Heartland-II, Limited Partnership	FL	59-3346422
Outback/Indianapolis-II, Limited Partnership	FL	59-3167850
Outback/Metropolis-I, Limited Partnership	FL	59-3262681
Outback/Mid Atlantic-I, Limited Partnership	FL	59-3134612
Outback/Midwest-I, Limited Partnership	FL	59-3333078
Outback/Midwest-II, Limited Partnership	FL	59-3346419
Outback/Missouri-I, Limited Partnership	FL	59-3333083
Outback/Missouri-II, Limited Partnership	FL	59-3346417
Outback/Nevada-I, Limited Partnership	FL	59-3224004
Outback/Nevada-II, Limited Partnership	FL	59-3359890
Outback/New England-I, Limited Partnership	FL	59-3596315
Outback/New England-II, Limited Partnership	FL	59-3596312
Outback/New York, Limited Partnership	FL	20-3629909
Outback/North Florida-I, Limited Partnership	FL	59-3248313
Outback/North Florida-II, Limited Partnership	FL	59-3320869
Outback/Phoenix-I, Limited Partnership	FL	59-3224005
Outback/Phoenix-II, Limited Partnership	FL	59-3392979
Outback/Shenandoah-I, Limited Partnership	FL	59-3333081
Outback/Shenandoah-II, Limited Partnership	FL	59-3346418
Outback/South Florida-II, Limited Partnership	FL	59-3258845
Outback/Southwest Georgia, Limited Partnership	FL	20-3044402
Outback/Stone-II, Limited Partnership	FL	59-3143049
Outback/Utah-I, Limited Partnership	FL	59-3333072
Outback/Virginia, Limited Partnership	FL	20-3860075
Outback/West Florida-I, Limited Partnership	FL	59-3111202
Outback/West Florida-II, Limited Partnership	FL	65-0507336
Outback/West Penn, Limited Partnership	FL	20-3025197
Private Restaurant Master Lessee LLC	DE	20-8515350

(1) The address for each additional guarantor is c/o OSI Restaurant Partners, LLC, 2202 N. West Shore Blvd., 5^th Floor, Tampa, Florida 33607

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit  1. A copy of the Articles of Association of the trustee now in effect.*

Exhibit  2. A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit  3. See Exhibit 2

Exhibit  4. Copy of By-laws of the trustee as now in effect.***

Exhibit  5. Not applicable.

Exhibit  6. The consent of the trustee required by Section 321(b) of the Act.

Exhibit  7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit  8. Not applicable.

Exhibit  9. Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Middletown and State of Connecticut on the 9th day of May 2008.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Joseph P. O’Donnell

Joseph P. O’Donnell

Vice President

Exhibit 6

May 9, 2008

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Joseph P. O’Donnell

Joseph P. O’Donnell

Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	14,641
Interest-bearing balances			1,062
Securities:
Held-to-maturity securities			0
Available-for-sale securities			62,907
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			19,757
Securities purchased under agreements to resell			734
Loans and lease financing receivables:
Loans and leases held for sale			16,660
Loans and leases, net of unearned income	290,643
LESS: Allowance for loan and lease losses	3,625
Loans and leases, net of unearned income and allowance			287,018
Trading Assets			6,244
Premises and fixed assets (including capitalized leases)			4,282
Other real estate owned			946
Investments in unconsolidated subsidiaries and associated companies			458
Intangible assets
Goodwill			9,730
Other intangible assets			17,916
Other assets			25,506
Total assets		$	467,861
LIABILITIES
Deposits:
In domestic offices		$	273,931
Noninterest-bearing	71,910
Interest-bearing	202,021
In foreign offices, Edge and Agreement subsidiaries, and IBFs			69,787
Noninterest-bearing	9
Interest-bearing	69,778
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			14,049
Securities sold under agreements to repurchase			7,248

	Dollar Amounts In Millions
Trading liabilities		3,821
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		30,268
Subordinated notes and debentures		10,877
Other liabilities		16,108
Total liabilities	$	426,089
Minority interest in consolidated subsidiaries		57
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		25,877
Retained earnings		14,425
Accumulated other comprehensive income		893
Other equity capital components		0
Total equity capital		41,715
Total liabilities, minority interest, and equity capital	$	467,861

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael Loughlin

John Stumpf                         Directors

Carrie Tolstedt

EX-99.1

Exhibit 99.1

OSI RESTAURANT PARTNERS, LLC

OSI CO-ISSUER, INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$550,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 10% SENIOR NOTES DUE

JUNE 15, 2015, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING 10% SENIOR NOTES

DUE JUNE 15, 2015

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 A.M. MIDNIGHT,

NEW YORK CITY TIME, ON                     , 2008 (THE “EXPIRATION DATE”)

UNLESS EXTENDED.

The Exchange Agent is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By Regular Mail or Overnight Courier:   WELLS FARGO BANK, N.A. Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479 By Facsimile (for Eligible Institutions only):   (612) 667-6282  

By Registered & Certified Mail:   WELLS FARGO BANK, N.A. Corporate Trust Operations MAC N9303-121 PO Box 1517 Minneapolis, MN 55480 In Person by Hand Only:   WELLS FARGO BANK, N.A. 12^th Floor - Northstar East Building Corporate Trust Operations 608 Second Avenue South Minneapolis, MN For Information or Confirmation by Telephone:   (800) 344-5128

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus dated                     , 2008 (the “Prospectus”) of OSI Restaurant Partners, LLC (“OSI”) and OSI Co-Issuer, Inc. (the “Co-Issuer”, and with OSI the “Co-Issuers”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Co-Issuers’ offer (the “Exchange Offer”) to exchange their 10% Senior Notes due June 15, 2015 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”) for their outstanding 10% Senior Notes due June 15, 2015 (the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”) from the holders thereof.

The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus).

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE

LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)*	Aggregate Principal Amount Represented by Outstanding Notes*	Principal Amount Tendered**
Total:

* Need not be completed by book-entry holders.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”).

2

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s):                                                                                                                                                                 

Name of Eligible Guarantor Institution that Guaranteed Delivery:                                                                                              

Date of Execution of Notice of Guaranteed Delivery:                                                                                                                      

If Delivered by Book-Entry Transfer:                                                                                                                                                    

Name of Tendering Institution:                                                                                                                                                                

Account Number:                                                                                                                                                                                           

Transaction Code Number:                                                                                                                                                                         

¨ CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:                                                                                                                                                                                                                 

Address:                                                                                                                                                                                                            

¨ CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:                                                                                                                                                                                                                 

Address:                                                                                                                                                                                                            

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                                                                                                                                                                                 

Address:                                                                                                                                                                                                            

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Co-Issuers or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Co-Issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Co-Issuers the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Co-Issuers all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Co-Issuers, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Co-Issuers will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Co-Issuers to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Co-Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Co-Issuers of its obligations under the Registration Rights Agreement dated as of June 14, 2007, by and among OSI, Co-Issuer, the Guarantors listed thereto, and Banc of America Securities LLC and Deutsche Bank Securities Inc., and the other Initial Purchasers listed thereto (the “Registration Rights Agreement”), and that the Co-Issuers shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all terms of the Exchange Offer.

The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Co-Issuers’ acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Co-Issuers upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Co-Issuers may not be required to accept for exchange any of the Outstanding Notes.

By tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of the Co-Issuers within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

4

Any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

The undersigned, by completing the box entitled “Description of Outstanding Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

5

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying substitute Form W-9)

Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Outstanding Notes hereby tendered or in whose name Outstanding Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.

(Signature(s) of Holder(s))

Date                                                                                                                                                                                                                    

Name(s)                                                                                                                                                                                                             

(Please Print)

Capacity (full title)                                                                                                                                                                                        

Address                                                                                                                                                                                                              

(Including Zip Code)

Daytime Area Code and Telephone No.                                                                                                                                                

Taxpayer Identification No.                                                                                                                                                                       

GUARANTEE OF SIGNATURE(S)

(If Required—See Instruction 3)

Authorized Signature                                                                                                                                                                                   

Dated                                                                                                                                                                                                                  

Name                                                                                                                                                                                                                  

Title                                                                                                                                                                                                                    

Name of Firm                                                                                                                                                                                                 

Address of Firm                                                                                                                                                                                             

(Include Zip Code)

Daytime Area Code and Telephone No.                                                                                                                                                

6

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.

Issue:	¨	Outstanding Notes not tendered to:
	¨	Exchange Notes to:

Name(s)                                                                                                                                                                                                             

Address                                                                                                                                                                                                             

(Include Zip Code)

Daytime Area Code and Telephone No.                                                                                                                                                

Tax Identification No.

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:	¨	Outstanding Notes not tendered to:
	¨	Exchange Notes to:

Name(s)                                                                                                                                                                                                             

Address                                                                                                                                                                                                             

(Include Zip Code)

Daytime Area Code and Telephone No.                                                                                                                                                

7

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.    Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

The method of delivery of this Letter of Transmittal, the Outstanding Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Outstanding Notes or Letters of Transmittal should be sent to the Co-Issuers.

Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate numbers of the Outstanding Notes to be tendered; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five business days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

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2.    Partial Tenders; Withdrawals. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the box entitled “Description of Outstanding Notes Tendered Herewith.” A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Co-Issuers notify the Exchange Agent that they have accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Co-Issuers, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offers—Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

3.    Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written

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instruments of transfer or exchange in form satisfactory to the Co-Issuers and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Co-Issuers, proper evidence satisfactory to the Co-Issuers of their authority so to act must be submitted.

Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Co-Issuers, in their sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4.    Special Issuance and Delivery Instructions. Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5.    Transfer Taxes. The Co-Issuers shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Outstanding Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any other person other than the registered holder of the Outstanding Notes tendered, or if tendered Outstanding Notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Co-Issuers or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

6.    Waiver of Conditions. The Co-Issuers reserve the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.    Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8.    Substitute Form W-9. Each holder of Outstanding Notes whose Outstanding Notes are accepted for exchange (or other payee) is generally required to provide a correct taxpayer identification number (“TIN”)

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(e.g., the holder’s Social Security or federal employer identification number) and certain other information, on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify under penalties of perjury that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made in connection with the Outstanding Notes or the Exchange Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with the Outstanding Notes or the Exchange Notes, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days, such withheld amounts will be paid over to the Internal Revenue Service.

9.    Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Outstanding Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a holder of Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides Wells Fargo Bank, N.A., as Paying Agent (the “Paying Agent”), with either (i) such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is a U.S. individual, the TIN is such holder’s social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals and entities) are not subject to these backup withholding requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, provide its TIN and indicate by checking the appropriate boxes in Part 4 of the Substitute Form W-9 that it is a corporation and that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit the appropriate Form W-8BEN, rather than a Form W-9, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or Exchange Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, YOU ARE HEREBY NOTIFIED THAT ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED HEREIN (I) IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY US OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND (II) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE CODE. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Paying Agent. Social Security numbers and individual taxpayer identification numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give name and the SOCIAL SECURITY number (or individual taxpayer identification number) of—
1     An individual’s account	The individual
2     Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account
3     Custodian account of a minor (Uniform Gift to Minors Act)	The minor
4     a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee
b. So-called trust account that is not a legal or valid trust under State law.	The actual owner
For this type of account:	Give the name and the EMPLOYER IDENTIFICATION number of—
5     Sole proprietorship account or single owner LLC	The owner (you may use the owner’s Social Security number or employer identification number) (you must show the name of the owner but you may also enter your business or “doing business as” name)
6     A valid trust, estate or pension trust	The legal entity (do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title)
7     Corporate or LLC electing corporate status on Form 8832	The corporation
8     Religious, charitable, or educational organization account or an association, club or other tax-exempt organization	The organization

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9     Partnership or multi-member LLC	The partnership
10  A broker or registered nominee	The broker or nominee
11  Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

* Note: If no name is circled when there is more than one name listed, the TIN will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card at the local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number or Form W-7, Application for Individual Taxpayer Identification Number at the Internal Revenue Service and apply for a number.

To complete Substitute Form W-9, if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in Part 1, check the box in Part 3, sign and date the Form, and give it to the requester.

Payee Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

• An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

• The United States, or any agency or instrumentality thereof.

• A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

• An international organization or any agency, or instrumentality thereof.

• A foreign government or any of its political subdivisions, agencies or instrumentalities.

Payees that may be specifically exempted from backup withholding on certain payments include the following:

• A corporation.

• A financial institution.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A dealer in securities or commodities registered in the United States, the District of Columbia or a possession of the United States.

• A real estate investment trust.

• A nominee or custodian.

• A common trust fund operated by a bank under section 584(a).

• A trust exempt from tax under section 664 or described in section 4947.

• An entity registered at all times during the taxable year under the Investment Company Act of 1940.

• A foreign central bank of issue.

Exempt payees should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYING AGENT, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX LABELLED “EXEMPT FROM BACKUP WITHHOLDING”, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

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Privacy Act Notice.—Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Penalties

1.Penalty for Failure to Furnish Taxpayer identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

2. Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

3. Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may be subject to criminal penalties including fines and/or imprisonment.

4. Misuse of Taxpayer Identification Numbers.—If the requester discloses or uses taxpayer identification numbers in violation of Federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

ADVISOR OR THE INTERNAL REVENUE SERVICE.

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PAYER’S NAME: Wells Fargo Bank, National Association, as Exchange Agent
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (TIN)	Part 1—PLEASE PROVIDE YOUR TIN AND CERTIFY BY SIGNING AND DATING BELOW	Name and Address Social Security Number OR Employer Identification Number
	Part 2—Certification—Under the penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
	Certificate Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
	Part 3 Awaiting TIN    ¨
	Part 4—Check appropriate boxes:
	Individual/Sole proprietor ¨         Exempt from backup withholding    ¨ Partnership     ¨ Corporation    ¨ Other (specify)    ¨
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Signature _____________________________ Date ____________________ , 20 ____

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF THE SUBSTITUTE FORM W-9.

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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature Date , 20

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR OFFER TO EXCHANGE

$550,000,000 PRINCIPAL AMOUNT OF THEIR 10% SENIOR NOTES DUE JUNE 15, 2015,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR ANY AND ALL OF THEIR OUTSTANDING 10% SENIOR NOTES DUE JUNE 15, 2015

OSI RESTAURANT PARTNERS, LLC

OSI CO-ISSUER, INC.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 A.M. MIDNIGHT,

NEW YORK CITY TIME, ON                     , 2008 (THE “EXPIRATION DATE”)

UNLESS EXTENDED.

Registered holders of outstanding 10% Senior Notes due June 15, 2015 (the “Outstanding Notes”) who wish to tender their Outstanding Notes in exchange for a like principal amount of new 10% Senior Notes due June 15, 2015 (the “Exchange Notes”) and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to Wells Fargo Bank, N.A. (the “Exchange Agent”) prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mailed to the Exchange Agent. See “The Exchange Offers—Procedures for Tendering Outstanding Notes” in the Prospectus.

The Exchange Agent is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By Regular Mail or Overnight Courier:   WELLS FARGO BANK, N.A. Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479 By Facsimile (for Eligible Institutions only):   (612) 667-6282

By Registered & Certified Mail:   WELLS FARGO BANK, N.A. Corporate Trust Operations MAC N9303-121 PO Box 1517 Minneapolis, MN 55480 In Person by Hand Only:   WELLS FARGO BANK, N.A. 12^th Floor - Northstar East Building Corporate Trust Operations 608 Second Avenue South Minneapolis, MN For Information or Confirmation by Telephone:   (800) 344-5128

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated                     , 2008 of OSI Restaurant Partners, LLC and OSI Co-Issuer, Inc. (the “Prospectus”), receipt of which is hereby acknowledged.

DESCRIPTION OF OUTSTANDING NOTES TENDERED

Name of Tendering Holder Name and address of registered holder as it appears on the Outstanding Notes (Please Print) Certificate Number(s) of Outstanding Notes Tendered (or Account Number at Book-Entry Facility) Principal Amount of
Outstanding Notes
Tendered

SIGN HERE

Name of Registered or Acting Holder:                                                                                                                                                   

Signature(s):                                                                                                                                                                                                    

Name(s) (please print):                                                                                                                                                                                

Address:                                                                                                                                                                                                            

Telephone Number:                                                                                                                                                                                       

Date:                                                                                                                                                                                                                    

If Outstanding Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:                                                                                                                                                                                

Date:                                                                                                                                                                                                                    

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent its address set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within five business days after the Expiration Date (as defined in the Letter of Transmittal).

Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)	(Please type or print)
Area Code and Telephone No.:	Date:

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.