AMENDED AND RESTATED GUARANTY AGREEMENT

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 Wells 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.

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

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.

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