AMENDED AND RESTATED GUARANTY AGREEMENT
Exhibit
4.87
AMENDED
AND RESTATED
THIS
AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of the 10th
day of March, 2006, by the undersigned (hereinafter collectively referred to
as
the “Guarantors” and individually as a “Guarantor”), to and for the benefit of
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association in its
capacity as Agent (the “Agent”) for itself, the Banks and the Swing Line Lender
(as such terms are defined in the Credit Agreement referred to below) and their
successors and assigns (collectively, the “Secured Parties”).
WHEREAS,
the Guarantors have requested the Banks to extend credit to Outback Steakhouse,
Inc. (the “Borrower”) under the Amended and Restated Credit Agreement dated as
of March 10, 2006 (as amended, supplemented or otherwise modified from time
to
time, the “Credit Agreement”) among the Borrower, the Banks from time to time
party thereto, Wachovia Bank, National Association, as Agent, SunTrust Bank,
as
Syndication Agent and Bank of America, N.A. and Xxxxx Fargo Bank, National
Association, as Co-Documentation Agents, and the Banks have agreed to extend
such credit by reason of such request and in reliance upon this Guaranty;
and
WHEREAS,
capitalized terms used but not defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement; and
WHEREAS,
the Secured Parties require additional assurances and guarantees by the
Guarantors as one of the conditions for making the Money Market Loans, Swing
Line Loans and Syndicated Loans (collectively referred to herein as the “Loans”)
to the Borrower and entering into the Credit Agreement and the other Loan
Documents; and
WHEREAS,
each Guarantor is a Subsidiary of the Borrower; and
WHEREAS,
each Guarantor acknowledges the receipt of substantial direct benefits by the
making of the Loans to the Borrower.
NOW
THEREFORE, in consideration of the Loans extended and/or to be extended by
the
Banks and Swing Line Lender to the Borrower under the Credit Agreement, and
for
other consideration, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor agrees as follows:
1. Guaranty.
Each
Guarantor hereby unconditionally, absolutely, jointly and severally, guarantees
to the Secured Parties and their respective successors, endorsees and assigns
that (a) the Borrower will duly and punctually pay and perform, at the place
specified therefor in the Credit Agreement, all indebtedness, obligations and
liabilities, direct or indirect, matured or unmatured, primary or secondary,
certain or contingent, of the Borrower to the Secured Parties now or hereafter
owing or incurred pursuant to the Credit Agreement, the Notes and the other
Loan
Documents (including without limitation reasonable attorneys’ fees and other
costs and expenses incurred by the Secured Parties in attempting to collect
or
enforce any of the foregoing after an Event of Default) accrued in each case
to
the date of payment hereunder (collectively, the “Obligations” and individually,
an “Obligation”); and (b) the Borrower will perform in all other respects its
obligations under the Credit Agreement, the Notes and the other Loan Documents
in accordance with the respective terms of the Credit Agreement, the Notes
and
the other Loan Documents.
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2. Guaranty
Absolute.
This
Guaranty is an absolute, unconditional, continuing and unlimited guaranty of
the
full and punctual payment and performance by the Borrower of the Obligations
and
not of their collectibility only and is in no way conditioned upon any
requirement that any Secured Party first attempt to collect any of the
Obligations from the Borrower, any other Guarantor, or any other person, or
resort to any security for the Obligations or this Guaranty or to other means
of
obtaining payment of any of the Obligations which any Secured Party now has
or
may acquire after the date hereof, or upon any other contingency whatsoever,
and
the Secured Parties may proceed hereunder against any Guarantor in the first
instance to collect the Obligations when due, without first proceeding against
the Borrower or any other Person and without first resorting to any security
or
other means of obtaining payment. The obligations of each Guarantor hereunder
are irrevocable, absolute and unconditional, irrespective of genuineness,
validity, regularity or enforceability of the Obligations or any security given
therefor or in connection therewith or any other circumstance (except payment
to, or express, written waiver, release or consent by, the Secured Parties)
which might otherwise constitute a legal or equitable discharge of a surety
or
guarantor. This Guaranty shall be in addition to any other guaranty or other
security for the Obligations, and it shall not be prejudiced or rendered
unenforceable by the invalidity of any such other guaranty or security. The
liability of each Guarantor hereunder shall in no way be affected or impaired
by
any acceptance by the Secured Parties of any direct or indirect security for,
or
other guaranties of, the Obligations or any other indebtedness, liability or
obligations of the Borrower, any Guarantor or other Person to any Secured Party
or by any failure, delay, neglect or omission of any Secured Party to realize
upon or protect any Obligations or any such other indebtedness, liability or
obligation or any notes or other instruments evidencing the same or any direct
or indirect security therefor, or by any approval, consent, waiver or other
action taken or omitted to be taken by any Secured Party. Upon any default
by
the Borrower in the payment and performance of the Obligations (and after the
expiration of any applicable grace period provided in the Credit Agreement),
the
liabilities and obligations of the Guarantors hereunder shall, at the option
of
the Required Banks, become forthwith due and payable to the Secured Parties
without demand or notice of any nature, all of which are expressly waived by
each Guarantor; provided
that if
any Event of Default specified in clause (g) or (h) of Section 6.01 of the
Credit Agreement occurs, without any notice to any Guarantor or any other act
by
any Secured Party, the liabilities and obligations of the Guarantors hereunder
shall automatically become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived
by
the Guarantors. Payments by the Guarantors, or any of them, hereunder may be
required by the Secured Parties on any number of occasions.
3. No
Impairment.
Each
Guarantor agrees that its obligations hereunder shall not be impaired, modified,
changed, released or limited in any manner whatsoever by any impairment,
modification, change, release or limitation of liability of the Borrower or
its
estate by reason of the commencement of any case, proceeding or other action
seeking reorganization, arrangement, adjustment, liquidation, dissolution or
composition of the Borrower or its property under any law relating to
bankruptcy, insolvency, reorganization, relief of debtors or seeking appointment
of a receiver, trustee, custodian or similar official for the Borrower or for
all or part of its property.
4. Guarantors’
Further Agreement to Pay.
Each
Guarantor further agrees to pay to the Secured Parties forthwith upon demand,
in
funds immediately available to the Secured Parties, all costs and expenses
(including court costs and reasonable attorneys’ fees) incurred or expended by
the Secured Parties in connection with the enforcement of this
Guaranty.
5. Termination
of Guaranty.
It is
the intention hereof that the Guarantors shall remain liable under this Guaranty
until all of the Obligations have been fully paid and performed notwithstanding
any act, omission or thing (except payment to, or express, written waiver,
release or
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consent
by, the Secured Parties) which might otherwise operate as a legal or equitable
discharge of the Guarantors. Notwithstanding anything contained herein to
the
contrary, each Guarantor agrees that to the extent all or any part of any
payment of any of the Obligations previously received by any Secured Party
pursuant to the Credit Agreement or any Loan Document or otherwise is
subsequently invalidated, voided, declared to be fraudulent or preferential,
set
aside, recovered, rescinded or is required to be retained by or repaid to
a
trustee, receiver, or any other person under any bankruptcy code, common
law, or
equitable cause, or otherwise required to be returned by any Secured Party
for
any reason, whether by court order, administrative order or settlement, this
Guaranty and the obligation or part thereof intended to be satisfied shall
be
revived and reinstated and continued in full force and effect as to each
Guarantor’s obligations hereunder, and each Guarantor agrees that it shall
immediately pay to such Secured Party the amount of such payment,
notwithstanding any termination of this Guaranty or any cancellation of the
Credit Agreement or the Notes.
6. Security;
Setoff.
Each
Guarantor hereby grants to the Secured Parties, as security for the full and
punctual payment and performance of such Guarantor’s obligations hereunder, a
continuing lien on and security interest in all deposits and other sums credited
by or due from any Secured Party to the Guarantor or subject to withdrawal
by
the Guarantor. Regardless of the adequacy of any collateral or other means
of
obtaining repayment of the Obligations, any Secured Party may at any time upon
or after the occurrence of any Event of Default, and without notice to any
Guarantor, set off the whole or any portion or portions of any or all such
deposits and other sums credited by or due from any Secured Party to a Guarantor
or subject to withdrawal by a Guarantor against amounts payable under this
Guaranty, whether or not any other person or persons could also withdraw money
therefrom. Each Guarantor agrees, to the fullest extent it may effectively
do so
under applicable law, that any holder of a participation in a Note, whether
or
not acquired pursuant to the terms of the Credit Agreement, may exercise rights
of set-off or counterclaim and other rights with respect to such participation
as fully as if such holder of a participation were a direct creditor of the
Guarantor in the amount of such participation.
7. Secured
Parties’ Freedom to Deal with Borrower and Other Parties.
The
Secured Parties shall be at liberty, without giving notice to or obtaining
the
assent of the Guarantors, or any of them, and without relieving any Guarantor
of
any liability hereunder, to deal with the Borrower and with each other party
who
is now, or after the date hereof becomes, liable in any manner for any of the
Obligations (including, without limitation, any co-guarantor), in such manner
as
the Secured Parties in their sole discretion deem fit and to this end each
Guarantor hereby gives to the Secured Parties full authority in their sole
discretion to do any or all of the following things: (a) extend credit, make
loans and afford other financial accommodations to the Borrower or to any such
other party at such times, in such amounts and on such terms as the Secured
Parties may approve, (b) vary the terms and grant extensions or renewals of
any
present or future indebtedness or obligation of the Borrower or of any such
other party to the Secured Parties, (c) grant extensions of time, waivers and
other indulgences in respect thereof, (d) vary, exchange, release or discharge,
wholly or partially, or delay in or abstain from perfecting and enforcing any
security or guaranty or other means of obtaining payment of any of the
Obligations or any liability under this Guaranty, which security or guaranty
the
Secured Parties now have or acquire after the date hereof, (e) accept partial
payments from the Borrower or such other party, (f) release or discharge, wholly
or partially, any endorser or guarantor, and (g) compromise or make any
settlement or other arrangement with the Borrower or any such other
party.
8. Representations
and Warranties of Guarantors.
To
induce the Banks to extend credit to the Borrower, each Guarantor represents
and
warrants to the Secured Parties that all representations and warranties relating
to it contained in the Credit Agreement are true and correct.
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9. Covenants.
Each
Guarantor covenants and agrees that, from the date hereof and until payment
in
full of the Obligations, such Guarantor shall, unless the Agent otherwise
consents in writing, comply with all of the covenants contained in the Credit
Agreement (as it may be amended from time to time) as applicable to such
Guarantors and shall deliver to the Secured Parties:
(i) within
five Business Days after such Guarantor becomes aware of the occurrence of
any
Default or Event of Default, a certificate of a principal financial officer
or a
principal accounting officer of such Guarantor setting forth the details thereof
and the action which the Guarantor is taking or proposes to take with respect
thereto; and
(ii) from
time
to time, such additional information regarding the financial position or
business of such Guarantor as any Secured Party may reasonably request.
10. Events
of Default.
Each of
the following shall constitute an “Event of Default” hereunder:
(a) Failure
of any Guarantor to pay on demand by any Secured Party any principal of,
premium, if any, or interest on the Obligations after the same shall become
due,
whether by acceleration or otherwise;
(b) Failure
of any Guarantor to observe or perform any of its covenants, conditions or
agreements under this Guaranty (other than set forth in paragraph (a) above)
for
a period of thirty (30) days after notice specifying such failure and requesting
that it be remedied is given by the Agent to such Guarantor;
(c) Any
representation, warranty, certification or statement made by any Guarantor
in
any certificate, financial statement or other document delivered pursuant to
this Guaranty shall prove to have been incorrect in any material respect when
made; or
(d) The
Borrower shall at any time fail to own, directly or indirectly, 100% or more
of
the issued and outstanding shares of voting stock of any Guarantor; provided,
that an Event of Default shall not occur if the Borrower ceases to own 100%
of
the issued and outstanding shares of voting stock of a Guarantor as a result
of
the Borrower’s sale of one hundred percent (100%) of the capital stock of such
Guarantor in accordance with and to the extent permitted by the terms of Section
5.11 of the Credit Agreement.
Whenever
any Default or Event of Default shall have occurred, the Agent (if requested
by
the Required Banks) may declare the entire unpaid principal of, premium, if
any,
and interest on the Obligations to be immediately due and payable without
presentation, demand, protest and notice of any kind, all of which are hereby
expressly waived; provided
that if
any Event of Default specified in clause (g) or (h) of Section 6.01 of the
Credit Agreement occurs, without any notice to any Guarantor or any other act
by
any Secured Party, the liabilities and obligations of the Guarantors hereunder
shall automatically become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived
by
the Guarantors. As used herein, the term “Default” means any condition or event
which constitutes an Event of Default or which with the giving of notices or
lapse of time or both would, unless cured or waived, become an Event of
Default.
No
failure or delay by any Secured Party to exercise any right, power or privilege
hereunder shall operate as a waiver of any such right, power or privilege nor
shall any single or partial
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exercise
of any right, power or privilege preclude any other or further exercise thereof.
The rights and remedies herein provided are cumulative and not exclusive
of any
rights or remedies provided by law.
11. Waivers
by Guarantors.
Each
Guarantor hereby waives: (a) acceptance or notice of acceptance of this Guaranty
by the Secured Parties; (b) notice of any action taken or omitted by the Secured
Parties in reliance hereon; (c) any duty on the part of any Secured Party to
disclose to the Guarantors, or any of them, any facts it may now or hereafter
know regarding the Borrower or any other Guarantor; (d) notice of presentment
and demand for payment or performance of any of the Obligations; (e) protest
and
notice of dishonor or of default to the Guarantors, or any of them, or to any
other party with respect to the payment or performance of the Obligations hereby
guaranteed; (f) any and all other notices whatsoever from any Secured Party
to
which the Guarantors, or any of them, might otherwise be entitled; and (g)
any
requirement that any Secured Party be diligent or prompt in making demands
hereunder, giving notice of any default by the Borrower or asserting any other
right of any Secured Party hereunder. Each Guarantor also irrevocably waives,
to
the fullest extent permitted by law, and agrees not to assert or take advantage
of any and all defenses which at any time may be available in respect of such
Guarantor’s obligations to the Secured Parties hereunder by virtue of: (i) the
statute of limitations in any action hereunder or for the collection or the
performance of any of the Obligations; (ii) the incapacity, lack of authority,
death or disability of any Guarantor or any other person or entity, or the
failure of any Secured Party to file or enforce a claim against the estate
(either in administration, bankruptcy, or any other proceeding) of the Borrower,
any Guarantor or any other person or entity; (iii) the failure of any Secured
Party to give notice of any action or non-action on the part of any other person
whomsoever, in connection with any of the Obligations; (iv) an election of
remedies by any Secured Party which destroys or otherwise impairs any
subrogation rights of the Guarantors, or any of them, the right of a Guarantor
to proceed against the Borrower for reimbursement, or the right of a Guarantor
to seek contribution from any co-guarantor, or all or any combination of such
rights; (v) the failure of any Secured Party to commence an action against
the
Borrower, any Guarantor, or any other Person; (vi) any homestead exemption,
valuation, stay, moratorium law or other similar law now or hereafter in effect;
(vii) any defense based on lack of due diligence by any Secured Party in
collection, protection or realization upon any collateral securing the
Obligations; (viii) any and all rights the Guarantors, or any of them, may
now
or hereafter have arising under N.C. Gen. Stat. §26-7; (ix) the amendment of,
supplement to or waiver of any provision of the Credit Agreement, the Notes
or
any other Loan Documents, (x) the failure of any Guarantor to receive any
benefit from or as a result of its execution, delivery and performance of this
Guaranty; and (xi) any other legal or equitable defenses whatsoever to which
the
Guarantors, or any of them, might otherwise be entitled.
12. No
Contest with Secured Parties.
So long
as any Obligation remains unpaid or undischarged, no Guarantor will, by paying
any sum recoverable hereunder (whether or not demanded by any Secured Party)
or
by any means or on any other ground, claim any right of subrogation with respect
to any of the Obligations guaranteed hereby or to any collateral now or
hereafter granted to secure the Obligations or claim any setoff or counterclaim
against the Borrower in respect of any liability of the Guarantors, or any
of
them, to the Borrower or of the Borrower to the Guarantors, or any of them,
or,
in proceedings under any federal or state bankruptcy code or insolvency
proceedings of any nature, proceed in competition with any Secured Party in
respect of payment hereunder or be entitled to have the benefit of any
counterclaim or proof of claim or dividend or payment by or on behalf of the
Borrower or the benefit of any other security for any Obligation which, now
or
hereafter, any Secured Party may hold or in which it may have any
share.
13. Remedies
Cumulative.
Each
right, privilege, power and remedy of the Secured Parties under this Guaranty,
the Credit Agreement, the Notes or any other Loan Document, or under any other
instrument of any other party securing or guaranteeing any of the Obligations
or
under applicable
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laws
shall be cumulative and concurrent and the exercise of any one or more of
them
shall not preclude the simultaneous or later exercise by the Secured Parties
of
any or all such other rights, privileges, powers and
remedies.
14. Demands
and Notices.
All
notices, requests and other communications to the parties hereunder shall be
in
writing and shall be given (i) to a Guarantor in care of the Borrower at the
address for the Borrower set forth in the Credit Agreement, (ii) to the Agent
at
its address set forth in the Credit Agreement; and (iii) to the respective
Banks
at their respective addresses set forth in the Credit Agreement. All notices
shall be given in the manner specified in the Credit Agreement
15. Amendments,
Waiver, Etc.
No
provision of this Guaranty can be changed, waived, discharged or terminated
except by an instrument in writing signed by the Agent and each Guarantor and
consented to by the Banks as required by the Credit Agreement. No course of
dealing or delay or omission on the part of any party in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial
thereto.
16. Counterparts.
This
Guaranty may be executed in any number of counterparts. Each of the counterparts
will be considered an original, and all counterparts constitute but one and
the
same instrument.
17. Pari
Passu Obligations.
Each
Guarantor warrants and represents that payment obligations and liabilities
of
such Guarantor under this Guaranty shall at all times rank pari passu with
all
other unsecured and unsubordinated payment obligations and liabilities
(including contingent obligations and liabilities) of such Guarantor (other
than
those which are mandatorily preferred by laws or regulations of general
application). Each Guarantor shall assure that the representation set forth
herein is true and correct at all times.
18. Indemnity.
Each
Guarantor agrees to indemnify the Secured Parties against, and hold the Secured
Parties harmless from, any loss, cost, charge, expense (including reasonable
attorneys’ fees), claims, demands, suits, damages, penalties, taxes, fines,
levies and assessments which may be asserted or imposed against, or suffered
or
incurred by, any Secured Party as a direct or indirect result of any
representation or warranty of the Borrower in the Credit Agreement or of the
Guarantors herein being untrue or inaccurate in any respect or as a direct
or
indirect result of the failure by the Borrower or any Guarantor to observe,
perform or comply with any of its respective covenants, undertakings or
obligations set forth in the Credit Agreement, this Guaranty or any other Loan
Document.
19. Financial
Information.
The
liability of each Guarantor under this Guaranty shall be reflected in the
consolidated financial statements (or the notes thereto) of the Borrower and
its
Subsidiaries in accordance with GAAP.
20. Miscellaneous
Provisions.
This
Guaranty is intended to take effect as a sealed instrument to be governed by
and
construed in accordance with the laws of the State of North Carolina (but not
including the choice of law rules thereof). This Guaranty shall bind the
successors and assigns of each Guarantor and shall inure to the benefit of
the
Secured Parties, their successors and assigns. All words used herein shall
be
deemed to refer to the singular, plural, masculine, feminine or neuter as the
identity of the person or entity may require. The descriptive headings of the
several paragraphs of this Guaranty are inserted for convenience only and do
not
constitute a part of this Guaranty.
21.
Additional
Guarantors.
Pursuant to Section 5.22 of the Credit Agreement, certain Subsidiaries acquired
or organized after the Closing Date are required to enter into this Guaranty
as
a
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22.
Waiver
of Jury Trial; Consent to Jurisdiction.
The
Guarantors (a) and each of the Banks and the Agent irrevocably waive, to the
fullest extent permitted by law, any and all right to trial by jury in any
legal
proceeding arising out of this Guaranty, any of the other Loan Documents, or
any
of the transactions contemplated hereby or thereby, (b) submit to personal
jurisdiction in the State of North Carolina, the courts thereof and the United
States District Courts sitting therein, for the enforcement of this Guaranty
and
the other Loan Documents, (c) waive any and all personal rights under the law
of
any jurisdiction to object on any basis (including, without limitation,
inconvenience of forum) to jurisdiction or venue within the State of North
Carolina for the purpose of litigation to enforce this Guaranty or the other
Loan Documents, and (d) agree that service of process may be made upon any
Guarantor in the manner prescribed in Section 9.01 of the Credit Agreement
for
the giving of notice to the Borrower. Nothing herein contained, however, shall:
(i) prevent the Agent from bringing any action or exercising any rights against
any security and against any Guarantor personally, and against any assets of
any
Guarantor, within any other state or jurisdiction; or (ii) affect the right
to
serve legal process in any other manner permitted by law.
23.
Arbitration;
Preservation and Limitation of Remedies.
(a)
Upon demand of any party hereto, whether made before or after institution of
any
judicial proceeding, any dispute, claim or controversy arising out of, connected
with or relating to this Guaranty or any other Loan Document (“Disputes”)
between or among the Borrower, its Subsidiaries, the Agent, any Guarantor and
the Banks, or any of them, shall be resolved by binding arbitration as provided
herein. Institution of a judicial proceeding by a party does not waive the
right
of that party to demand arbitration hereunder. Disputes may include, without
limitation, tort claims, counterclaims, claims brought as class actions, claims
arising from documents executed in the future, disputes as to whether a matter
is subject to arbitration, or claims arising out of or connected with the
transactions contemplated by this Guaranty and the other Loan Documents.
Arbitration shall be conducted under and governed by the Commercial Financial
Disputes Arbitration Rules (the “Arbitration Rules”) of the American Arbitration
Association (the “AAA”), as in effect from time to time, and the Federal
Arbitration Act, Title 9 of the U.S. Code, as amended. All arbitration hearings
shall be conducted in the city in which the principal office of the Agent is
located. A hearing shall begin within ninety (90) days of demand for arbitration
and all hearings shall be concluded within 120 days of demand for arbitration.
These time limitations may not be extended unless a party shows cause for
extension and then for no more than a total of sixty (60) days. The expedited
procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be
applicable to claims of less than $1,000,000. All applicable statutes of
limitation shall apply to any Dispute. A judgment upon the award may be entered
in any court having jurisdiction. The panel from which all arbitrators are
selected shall be comprised of licensed attorneys selected from the Commercial
Financial Dispute Arbitration Panel of the AAA. The single arbitrator selected
for expedited procedure shall be a retired judge from the highest court of
general jurisdiction, state or federal, of the state where the hearing will
be
conducted. The parties do not waive applicable federal or state substantive
law
except as provided herein.
(b) Notwithstanding
the preceding binding arbitration provisions, the parties hereto agree to
preserve, without diminution, certain remedies that any party hereto may employ
or exercise
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freely,
either alone, in conjunction with or during a Dispute. Any party hereto shall
have the right to proceed in any court of proper jurisdiction or by self-help
to
exercise or prosecute the following remedies, as applicable: (i) obtaining
provisional or ancillary remedies, including injunctive relief, sequestration,
garnishment, attachment, appointment of a receiver and filing an involuntary
bankruptcy proceeding; and (ii) when applicable, a judgment by confession
of
judgment. Any claim or controversy with regard to any party’s entitlement to
such remedies is a Dispute. Preservation of these remedies does not limit
the
power of an arbitrator to grant similar remedies that may be requested by
a
party in a Dispute. The parties hereto agree that no party shall have a remedy
of punitive or exemplary damages against any other party in any Dispute,
and
each party hereby waives any right or claim to punitive or exemplary damages
that it has now or that may arise in the future in connection with any Dispute,
whether such Dispute is resolved by arbitration or judicially. The parties
acknowledge that by agreeing to binding arbitration they have irrevocably
waived
any right they may have to a jury trial with regard to a Dispute. The Guarantors
agree to pay the reasonable fees and expenses of counsel to the Agent and
the
Banks in connection with any Dispute subject to arbitration as provided
herein.
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IN
WITNESS WHEREOF, each Guarantor has executed this Guaranty as of the day and
year first above written.
GUARANTORS:
OUTBACK
STEAKHOUSE OF
FLORIDA, INC., a Florida corporation
By:
/s/ Xxxx X. Montgomery___________(SEAL)
Xxxx
X.
Xxxxxxxxxx, Chief Financial Officer
CARRABBA’S
ITALIAN
GRILL, INC., a Florida corporation
By:
/s/ Xxxx X. Montgomery___________(SEAL)
Xxxx
X.
Xxxxxxxxxx, Chief Financial Officer
OUTBACK
STEAKHOUSE
INTERNATIONAL, INC., a Florida corporation
By:
/s/ Xxxx X. Montgomery___________(SEAL)
Xxxx
X.
Xxxxxxxxxx, Chief Financial Officer
OS
CAPITAL, INC., a
Delaware corporation
By:
/s/ Xxxx X. Montgomery___________(SEAL)
Xxxx
X.
Xxxxxxxxxx, Chief Financial Officer
OS
PACIFIC, INC., a
Florida corporation
By:
/s/ Xxxx X. Montgomery___________(SEAL)
Xxxx
X.
Xxxxxxxxxx, Chief Financial Officer
OS
PRIME, INC., a
Florida corporation
By:
/s/ Xxxx X. Montgomery___________(SEAL)
Xxxx
X.
Xxxxxxxxxx, Chief Financial Officer
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OS
TROPICAL, INC., a
Florida corporation
By:
/s/ Xxxx X. Montgomery___________(SEAL)
Xxxx
X.
Xxxxxxxxxx, Chief Financial Officer
BONEFISH
GRILL, INC.,
a Florida corporation
By:
/s/ Xxxx X. Montgomery___________(SEAL)
Xxxx
X.
Xxxxxxxxxx, Chief Financial Officer
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