ENVIRONMENTAL INDEMNITY (Second Mezzanine)Environmental Indemnity • April 6th, 2012 • Bloomin' Brands, Inc. • New York
This ENVIRONMENTAL INDEMNITY (Second Mezzanine) (this “Agreement”), is made as of March 27, 2012, by OSI HOLDCO I, INC., a Delaware corporation (“Indemnitor”), having an office at 2202 North WestShore Blvd., Suite 470C, 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”).
SPLIT-DOLLAR AGREEMENTSplit-Dollar Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS AGREEMENT made and entered into this 12th day of August, 2008, by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the “Company”) and DIRK A. MONTGOMERY, TRUSTEE OF THE DIRK A. MONTGOMERY REVOCABLE TRUST DATED APRIL 12, 2001 (hereinafter referred to as the “Employee”),
SPLIT-DOLLAR AGREEMENTSplit-Dollar Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS AGREEMENT made and entered into this 19th day of August, 2008, effective as of August, 2005, by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the “Company”) and RICHARD DANKER, TRUSTEE OF ROBERT D. BASHAM IRREVOCABLE TRUST AGREEMENT OF 1999 DATED DECEMBER 20, 1999 (hereinafter referred to as the “Trust”),
ENVIRONMENTAL INDEMNITYEnvironmental Indemnity • April 6th, 2012 • Bloomin' Brands, Inc. • New York
ENVIRONMENTAL INDEMNITY, is made as of March 27, 2012 (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 North WestShore Blvd., Suite 470C, 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”).
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 • April 6th, 2012 • Bloomin' Brands, Inc. • 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.
OSI RESTAURANT PARTNERS, LLC Officer Employment AgreementEmployment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 14, 2007 between OSI Restaurant Partners, LLC (the “Company”) and Chris T. Sullivan (the “Employee”).
GUARANTY OF RECOURSE OBLIGATIONS (Second Mezzanine)Bloomin' Brands, Inc. • April 6th, 2012 • New York
This GUARANTY OF RECOURSE OBLIGATIONS (Second Mezzanine) (this “Guaranty”), is made as of March 27, 2012, by OSI HOLDCO I, INC., a Delaware corporation, (“Guarantor”), having an office at 2202 North WestShore Blvd., Suite 470C, Tampa, Florida 33607, to and 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”).
SPLIT DOLLAR AGREEMENTSplit Dollar Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS AGREEMENT made and entered into this 18th day of December, 2008, effective as of August 18, 2005, by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the “Company”), SHAMROCK PTC, LLC, TRUSTEE OF THE CHRIS SULLIVAN 2008 INSURANCE TRUST DATED JULY 17, 2008 (hereinafter referred to as the “Trust”), and WILLIAM T. SULLIVAN, TRUSTEE OF THE CHRIS SULLIVAN NON-EXEMPT IRREVOCABLE TRUST DATED JANUARY 5, 2000 and THE CHRIS SULLIVAN EXEMPT IRREVOCABLE TRUST DATED JANUARY 5, 2000 (collectively the “Prior Trusts”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into this 2nd day of November, 2009 by and between Elizabeth A. Smith (the “Executive”), OSI Restaurant Partners, LLC, a Delaware corporation (the “Company”), and Kangaroo Holdings, Inc., a Delaware corporation (“KHI”) (with respect to Sections 3(a) and 4(d) only) and amended and restated as of the 31st day of December, 2009. This Agreement shall be effective as of the 16th day of November, 2009 (the “Effective Date”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
CARRABBA’S ITALIAN GRILL, INC. Officer Employment AgreementEmployment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective April 27, 2000, by and among STEVEN T. SHLEMON (hereinafter referred to as “Employee”), and CARRABBA’S ITALIAN GRILL, INC., a Florida corporation having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (hereinafter referred to as the “Employer”).
MEZZANINE LOAN AND SECURITY AGREEMENT (FIRST MEZZANINE) Dated as of March 27, 2012 Between NEW PRP MEZZ 1, LLC as Borrower and GERMAN AMERICAN CAPITAL CORPORATION and BANK OF AMERICA, N.A. collectively, as LenderMezzanine Loan and Security Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • New York
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (FIRST MEZZANINE) dated as of March 27, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between NEW PRP MEZZ 1, LLC, a Delaware limited liability company (“Borrower”), having an office at 2202 North West Shore Blvd., Suite 470C, Tampa, Florida 33607, 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”).
KANGAROO HOLDINGS, INC. BONUS AGREEMENTBonus Agreement • April 6th, 2012 • Bloomin' Brands, Inc.
Bonus Agreement (this “Agreement”) made and entered into this 31st day of December, 2009 by and between Elizabeth A. Smith (the “Executive”) and Kangaroo Holdings, Inc., a Delaware corporation (the “Company”).
OPTION AGREEMENTOption Agreement • April 6th, 2012 • Bloomin' Brands, Inc.
This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement among Kangaroo Holdings, Inc. and certain investors, dated as of June 14, 2007 (as amended from time to time, the “Stockholders Agreement”) and in the Registration Rights Agreement among Kangaroo Holdings, Inc. and certain investors, dated as of June 14, 2007 (as amended from time to time, the “Registration Rights Agreement”). This Option and any securities issued upon exercise of this Option constitute Management Shares as defined in the Stockholders Agreement.
BONEFISH GRILL, INC. Officer Employment AgreementOfficer Employment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective August 1, 2001, by and among JOHN W. COOPER (hereinafter referred to as “Employee”), and BONEFISH GRILL, INC., a Florida corporation having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (hereinafter referred to as the “Employer”).
OUTBACK STEAKHOUSE® Officer Employment AgreementOfficer Employment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • 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”).
AMENDED AND RESTATED GUARANTYGuaranty • April 6th, 2012 • Bloomin' Brands, Inc. • New York
This AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of the 27th day of March, 2012, is made by OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of NEW PRIVATE RESTAURANT PROPERTIES, LLC, a Delaware limited liability company (“Landlord”).
ContractBloomin' Brands, Inc. • April 6th, 2012 • New York
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of February 5, 2009 by and among OSI Restaurant Partners, LLC, a Delaware limited liability company (“OSI”), OSI Co-Issuer, Inc., a Delaware corporation (“Co-Issuer”, and collectively with OSI, “Co-Issuers”), each having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607, HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 452 Fifth Avenue, New York, New York 10018 (“Successor Trustee”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having its designated corporate trust office at 625 Marquette Avenue, MAC N9311-110, Minneapolis, MN 55479 (“Resigning Trustee”).
OSI RESTAURANT PARTNERS, LLC Officer Employment AgreementOfficer Employment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 17th day of August, 2010, to be effective for all purposes as of August 16, 2010 (the “Effective Date”), by and among DAVID A. PACE, whose address is 6118 Beverly Drive, Frisco, TA 75034 (hereinafter referred to as “Employee”) and OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (the “Company”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
RETENTION BONUS AGREEMENT (this “Agreement”) made and entered into this 2nd day of November, 2009 by and between Elizabeth A. Smith (the “Executive”) and Kangaroo Holdings, Inc., a Delaware corporation (“KHI”). This Agreement shall be effective as of the Effective Date of the Employment Agreement (as defined below).
GUARANTY OF RECOURSE OBLIGATIONSGuaranty of Recourse Obligations • April 6th, 2012 • Bloomin' Brands, Inc. • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”), is made as of March 27, 2012, by OSI HOLDCO I, INC., a Delaware corporation, (“Guarantor”), having an office at 2202 North WestShore Blvd., Suite 470C, Tampa, Florida 33607, to and 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”).
FOUNDER ROLLOVER AGREEMENTFounder Rollover Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • New York
This Founder Rollover Agreement (this “Agreement”) is made as of June 14, 2007 among Kangaroo Holdings, Inc. (the “Company”) and each of the stockholders of OSI Restaurant Partners, Inc. (the “Target”) listed on Schedule 1 hereto as holding the “Rollover Shares” listed thereon (each, a “Rollover Investor” and, collectively, the “Rollover Investors”).
MEZZANINE LOAN AND SECURITY AGREEMENT (SECOND MEZZANINE) Dated as of March 27, 2012 Between NEW PRP MEZZ 2, LLC as Borrower and GERMAN AMERICAN CAPITAL CORPORATION and BANK OF AMERICA, N.A. collectively, as LenderMezzanine Loan and Security Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • New York
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (SECOND MEZZANINE) dated as of March 27, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between NEW PRP MEZZ 2, LLC, a Delaware limited liability company (“Borrower”), having an office at 2202 North West Shore Blvd., Suite 470C, Tampa, Florida 33607, 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”).
REGISTRATION RIGHTS AGREEMENT Among Kangaroo Holdings, Inc. And Certain Stockholders of Kangaroo Holdings, Inc. Dated as of June 14, 2007Registration Rights Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • New York
ROYALTY AGREEMENTRoyalty Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
This ROYALTY AGREEMENT (“Agreement”) is made and entered into this 1st day of April, 1995, by and among CARRABBA’S ITALIAN GRILL, INC., a Florida corporation having its principal office located at 550 North Reo Street, Suite 200, Tampa, Florida 33609 (hereinafter “CIGI”), OUTBACK STEAKHOUSE, INC., a Delaware corporation having its principal office located at 550 North Reo Street, Suite 200, Tampa, Florida 33609 (hereinafter “Outback”), MANGIA BEVE, INC., a Texas corporation having its principal office at 3125 Kirby Drive, Houston, Texas 77098 (hereinafter “MBI”), CARRABBA, INC., a Texas corporation having its principal office at 3125 Kirby Drive, Houston, Texas 77098 (“CI”), CARRABBA WOODWAY, INC., a Texas corporation having its principal office at 3125 Kirby Drive, Houston, Texas 77098 (“CWI”), JOHN C. CARRABBA, III, an individual residing in the state of Texas (“Johnny Carrabba”), DAMIAN C. MANDOLA, an individual residing in the state of Texas (“Damian Mandola”) and JOHN C. CARRABBA,
AMENDED AND RESTATED OPERATING AGREEMENT FOR OSI/FLEMING’S, LLC (formerly known as OUTBACK/FLEMING’S, LLC) A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Delaware
This Amended and Restated Operating Agreement is made as of June 4, 2010, by and among the parties listed on the signature pages hereof, with reference to the following facts:
OSI RESTAURANT PARTNERS, LLC Assignment and Amendment and Restatement of Officer Employment AgreementOfficer Employment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS ASSIGNMENT and AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 26th day of March 2009, to be effective for all purposes as of February 5, 2008, by and among JODY BILNEY (hereinafter referred to as “Employee”) and OUTBACK STEAKHOUSE OF FLORIDA, LLC, a Florida limited liability company formerly known as OUTBACK STEAKHOUSE OF FLORIDA, INC., having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (the “Former Employer”) and OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company, having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (the “Company”).
OUTBACK STEAKHOUSE INTERNATIONAL® Amended and Restated Officer Employment AgreementOfficer Employment Agreement • April 6th, 2012 • Bloomin' Brands, Inc. • Florida
THIS AMENDED AND RESTATED OFFICER EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective September 12, 2011, by and among DAVID BERG (hereinafter referred to as “Employee”), OS MANAGEMENT, INC., a Florida corporation having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (hereinafter referred to as the “Employer”) and OUTBACK STEAKHOUSE INTERNATIONAL, L.P., a Georgia limited partnership having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (the “Company”).
