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Director Indemnification Agreement

Indemnification Agreement

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This Indemnification Agreement involves

OUTBACK STEAKHOUSE INC

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Title: Director Indemnification Agreement
Governing Law: Florida     Date: 2/4/2005
Industry: Restaurants     Sector: Services

Director Indemnification Agreement, Parties: outback steakhouse inc
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Exhibit 10.3

 

SECOND AMENDED AND RESTATED PROMISSORY NOTE

 

$35,000,000.00

(the "Principal Amount")                                                                                                

December 31, 2004

 

 

FOR VALUE RECEIVED, the undersigned, T-BIRD NEVADA, LLC , a Nevada limited liability company (the "Borrower"), promises to pay to the order of BANK OF AMERICA, N.A. , a national banking association (the "Lender"), at its office at 101 East Kennedy Boulevard, Tampa, Florida 33602 or at such other place as the holder of this Note from time to time may designate to the Borrower in writing, the principal sum of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00), or so much thereof as may be outstanding, together with interest on the principal balance of this obligation from time to time remaining unpaid, at the rates and at the times provided in this Note. All payments required by this Note must be by legal tender of the United States of America.

 

The principal amount of this obligation will be disbursed by the Lender to the Borrower in accordance with the terms and conditions of that certain Second Amended and Restated Loan Agreement dated of even date herewith between the Borrower and the Lender, as amended or modified from time to time (the "Loan Agreement"). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

Borrower shall have the right to choose the Floating LIBO Rate or the Base Rate to apply to all advances under this Note prior to the occurrence and continuance of an Event of Default. Borrower shall further have the right to change the interest rate that is applicable to advances under this Note from the Floating LIBO Rate to the Base Rate and vice versa prior to the occurrence and continuance of an Event of Default. Borrower shall provide Lender with irrrevocable notice of its election of the interest rate that is applicable to each advance under this Note. If Borrower fails to provide such notice to Lender prior to any disbursements under this Note, such advance shall bear interest at the Floating LIBO Rate.

 

As used in this Note, the following terms shall have the following meanings:

 

1.    Advance or Advances . Any Advances under this Note either individually or collectively as applicable.

 

2.    Base Rate : The per annum interest rate equal to the greater of (i) the Prime Rate, or (ii) one-half of one percent (0.5%) above the Federal Funds Rate for such day.

 

3.    Business Day . Any day other than a Saturday, Sunday or other day on which commercial banks in Jacksonville, Florida are closed for business.

 

4.    Default Rate . The interest rate that is applicable to the principal outstanding under this Note plus three percent (3.0%) per annum.

 

5.    Federal Funds Rate . Means for any day, the rate per annum rounded upward to the nearest one one-hundredth of one percent announced by the Federal Reserve Bank of Atlanta on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank.

 

 

 

 

 

 


 

 

 

 

6.    Floating LIBO Rate . A fluctuating rate of interest per annum equal to the Applicable Margin in excess of the rate obtained by dividing (a) the rate of interest per annum at which deposits in United States dollars are offered in the London Interbank market in an amount substantially equal to the Floating LIBO Rate Advance and with a term equal to ninety (90) days, as appears on the LIBO Rate Reference Page as of 11:00 a.m. (London time) on the date for which the Floating LIBO Rate is being calculated, by (b) an amount equal to 1 minus the Floating LIBO Reserve Requirement for such date. If at least two such offered rates appear on the LIBO Rate Reference Page, the rate will be the arithmetic mean of such offered rates. The Lender may, in its discretion, use any other publicly available index or reference rate showing rates offered for United States dollar deposits in the London Interbank market as of the applicable date. In addition, the Lender may, in its discretion, use rate quotations for daily or annual periods in lieu of quotations for substantially equivalent monthly periods.

 

7.    Floating LIBO Reserve Requirement . The rate at which reserves (including, without limitation, any marginal, supplemental or emergency reserves) are required to be maintained by the Lender on the date for which interest is being calculated, against U.S. dollar nonpersonal time deposits in the United States with a term equal to ninety (90) days, expressed as a decimal.

 

8.    LIBO Rate Reference Page . Any of (a) the Reuters Screen LIBO Page, (b) the Dow Jones Telerate Page 3750 or (c) such other nationally recognized source, as may from time to time by used by the Lender in its sole discretion as a ref


 
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