Item
1.01. Entry Into a Material Definitive Agreement.
On October 24, 2007, Brinker International, Inc. (the Registrant) and
its wholly owned subsidiary, Brinker Restaurant Corporation, as guarantor,
entered into a term loan agreement (the Loan Agreement) with Citibank, N.A.,
as administrative agent, Citigroup Global Markets, Inc., and J.P. Morgan
Securities, Inc., as joint lead arrangers and bookrunners, Bank of America,
N.A. and JPMorgan Chase Bank N.A., as Co-Syndication Agents, and Wachovia Bank,
National Association and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation
Agents. The Loan Agreement provides for an unsecured $400,000,000 term loan
under which the Registrant may select interest rates equal to (i) LIBOR plus an
applicable margin, or (ii) the banks base rate. The applicable margin is
subject to adjustment if the Registrants credit rating changes. The Loan
Agreement contains various financial covenants that, among other things,
require the maintenance of certain leverage and fixed charges coverage ratios. This
unsecured facility will mature on October 24, 2010, subject to acceleration
upon certain specified events of defaults, including breaches of
representations or covenants, failure to pay other material indebtedness,
Registrant ceasing to own 100% of the stock of the guarantor subsidiary or
another person becoming the beneficial owner of 50% or more of Registrants
outstanding common stock. The term loan proceeds are being used to pay off all
outstanding amounts under the bridge loan facility as evidenced by the Bridge
Loan Agreement dated April 23, 2007, which Bridge Loan Agreement was more
specifically described in Item 1.01 of the Current Report on Form 8-K, dated
April 23, 2007, which description is incorporated by reference in this Item
1.01. As a result of such payoff, the Bridge Loan Agreement will be terminated,
without penalty, on October 24, 2007.
Citibank, N.A., JPMorgan Chase Bank, N.A., Bank of America, N.A.,
Wachovia Bank, National Association, and The Bank of Tokyo-Mitsubishi UFJ, Ltd.
are participants in the Registrants existing $300 million revolving credit
facility. Citibank, N.A. and JPMorgan Chase Bank, N.A. are also participants in
the Bridge Loan Agreement. JPMorgan Chase Bank is a party to the Registrants
uncommitted line of credit facility with $250 million availability, and Bank of
America, N.A. is a party to the Registrants $100 million uncommitted line of
credit facility. Citibank, N.A., JPMorgan Chase Bank, N.A., and Bank of
America, N.A. further provide other general banking services to the Registrant.
Item
1.02. Termination of a Material Definitive Agreement.
On October 24, 2007, the Registrant terminated the Bridge Loan Agreement
dated April 23, 2007, as more specifically described in Item 1.01 of this
Current Report on Form 8-K, which description, together with the discussion of
the participants material relationships with Registrant, is incorporated by
reference in this Item 1.02.