OSI RESTAURANT PARTNERS, LLC Officer Employment AgreementOfficer Employment Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • Florida
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”).
ENVIRONMENTAL INDEMNITY (Fourth Mezzanine)Environmental Indemnity Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • New York
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”).
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...Credit Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • New York
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.
ENVIRONMENTAL INDEMNITY (First Mezzanine)Environmental Indemnity • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • New York
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 14, 2007 between OSI Restaurant Partners, LLC (the “Company”) and Robert D. Basham (the “Employee”).
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT Between GERMAN AMERICAN CAPITAL CORPORATION having an address at and BANK OF AMERICA, N.A. having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 collectively,...Subordination, Non-Disturbance and Attornment Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places
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”).
GUARANTYGuaranty • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • New York
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”).
OUTBACK STEAKHOUSE® Officer Employment AgreementOfficer Employment Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • Florida
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, 5th Floor, Tampa, Florida 33607 (hereinafter referred to as the “Employer”).
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...Registration Rights Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • New York
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.”
ENVIRONMENTAL INDEMNITYEnvironmental Indemnity Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places • New York
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”).
MASTER LEASE AGREEMENT Dated as of June 14, 2007 Between PRIVATE RESTAURANT PROPERTIES, LLC, as Landlord, and PRIVATE RESTAURANT MASTER LESSEE, LLC, as TenantMaster Lease Agreement • May 9th, 2008 • Cheeseburger-Ohio, Limited Partnership • Retail-eating places
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
