SECOND AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT FACILITY AND GUARANTY AGREEMENT

THIS SECOND AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT FACILITY AND GUARANTY AGREEMENT (this “Amendment”) is made as of the 10 ^th day of March, 2006, by and among OUTBACK STEAKHOUSE JAPAN KK, a company incorporated in Japan under registered number 0104-01-050821 and whose registered office is at Fukuda Building West 2F, 11-3, Akasaka 2 - chome, Minato-ku, Tokyo (the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, LONDON BRANCH (referred to herein as the “Bank”) and OUTBACK STEAKHOUSE, INC., OUTBACK STEAKHOUSE INTERNATIONAL, INC. and OUTBACK STEAKHOUSE INTERNATIONAL, L.P. (collectively referred to herein as the “Guarantors”).

The Borrower and the Bank have entered into that certain Multi-Currency Revolving Credit Facility dated as of October 24, 2003, as amended by that certain First Amendment to Multi-Currency Revolving Credit Facility and Guaranty Agreement dated as of April 27, 2004 (the “Credit Agreement”). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Credit Agreement.

The Guarantors have executed and delivered that certain Guaranty Agreement dated October 24, 2003 as amended by that certain First Amendment to Multi-Currency Revolving Credit Facility and Guaranty Agreement dated as of April 27, 2004 (the “Guaranty Agreement”) for the benefit of the Bank.

The Borrower and Guarantors have requested the Bank to amend the Credit Agreement and the Guaranty Agreement to modify certain provisions of the Credit Agreement and the Guaranty Agreement as more fully set forth herein. The Bank, the Guarantors and the Borrower desire to amend the Credit Agreement and the Guaranty Agreement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Guarantors and the Bank, intending to be legally bound hereby, agree as follows:

SECTION 1. Recitals . The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment.

SECTION 2. Amendment to Credit Agreement . The Credit Agreement is hereby amended as set forth in this Section 2.

               SECTION 2.01. Amendments to Section 1.1 .

(a)   The definitions of “Outback Credit Agreement” and “Repayment Date” as set forth in Section 1.1 of the Credit Agreement are amended and restated to read in their entirety as follows:

“ Outback Credit Agreement ” means that certain Amended and Restated Credit Agreement dated March 10, 2006, by and among Outback Steakhouse, Inc., the Banks party thereto, Wachovia Bank, National Association, as Agent, Wachovia Capital Markets, LLC, as Sole Arranger, SunTrust Bank, as Syndication Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents, as in effect on the date hereof without regard and without giving effect to any waivers given by the Banks (as defined in the Outback Credit Agreement) after the date hereof or amendments agreed to by Outback Steakhouse, Inc. and the Banks (as defined in the Outback Credit Agreement) after the date hereof. Any definitions, terms, covenants, representations or other provisions of the Outback Credit Agreement that are incorporated herein will continue to be effective for purposes of this Agreement and the other Finance Documents, notwithstanding that the indebtedness under the Outback Credit Agreement has been or hereafter may be partially or fully repaid or the fact that the Outback Credit Agreement otherwise might be terminated.

“ Repayment Date ” means, in relation to an Advance, the last day of the Interest Period relating thereto for which such Advance was made and the “Final Repayment Date” shall mean 30 ^th June 2011.

(b)   Section 1.1 of the Credit Agreement is hereby amended to add the following definition:

“Second Amendment Closing Date” means March 10, 2006.

SECTION 2.02. Amendment to Section 6.1(c) . Section 6.1(c) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(c)   “Applicable Margin” shall be determined quarterly based upon the ratio of Consolidated Total Debt (calculated as of the last day of each Fiscal Quarter) to EBITDAR (calculated as of the last day of each Fiscal Quarter for the Fiscal Quarter then ended and the immediately preceding three Fiscal Quarters), as follows:

Ratio of Consolidated

Total Debt to EBITDAR    Applicable Margin

Greater than 2.5      0.65%

Greater than 2.0 but

equal to or less than 2.5             0.55%

Less than or equal to 2.0           0.45%

The Applicable Margin shall be determined effective as of the date (herein, the “Rate Determination Date”) which is 60 days after the last day of the Fiscal Quarter as of the end of which the foregoing ratio is being determined, based on the quarterly financial statements for such Fiscal Quarter, and the Applicable Margin so determined shall remain effective from such Rate Determination Date until the date which is 60 days after the last day of the Fiscal Quarter in which such Rate Determination Date falls (which latter date shall be a new Rate Determination Date); provided that (i) for the period from and including the Second Amendment Closing Date to but excluding the Rate Determination Date next following the Second Amendment Closing Date, the Applicable Margin shall be 0.45%, (ii) in the case of any Applicable Margin determined for the fourth and final Fiscal Quarter of a Fiscal Year, the Rate Determination Date shall be the date which is 120 days after the last day of such final Fiscal Quarter and such Applicable Margin shall be determined based upon the annual audited financial statements for the Fiscal Year ended on the last day of such final Fiscal Quarter, and (iii) if on any Rate Determination Date Outback Steakhouse, Inc. shall have failed to deliver to the Bank the financial statements required to be delivered pursuant to Section 9(a)(1) or Section 9(a)(2) of the Guarantee with respect to the Fiscal Year or Fiscal Quarter, as the case may be, most recently ended prior to such Rate Determination Date, then for the period beginning on such Rate Determination Date and ending on the earlier of (A) the date on which Outback Steakhouse, Inc. shall deliver to the Bank the financial statements to be delivered pursuant to Section 9(a)(2) of the Guarantee with respect to such Fiscal Quarter or any subsequent Fiscal Quarter, or (B) the date on which Outback Steakhouse, Inc. shall deliver to the Bank annual financial statements required to be delivered pursuant to Section 9(a)(1) of the Guarantee with respect to the Fiscal Year which includes such Fiscal Quarter or any subsequent Fiscal Year, the Applicable Margin shall be determined as if the ratio of Consolidated Total Debt to EBITDAR was more than 2.5 at all times during such period. Any change in the Applicable Margin on any Rate Determination Date shall result in a corresponding change, effective on and as of such Rate Determination Date, in the interest rate applicable to each Advance outstanding on such Rate Determination Date; provided, that no Applicable Margin shall be decreased pursuant to this Clause 6.1(c) if an Event of Default is in existence on the Rate Determination Date.

SECTION 2.03. Amendment to Section 13.2 . Section 13.2 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

13.2   The Borrower shall pay to the Bank a facility fee equal to the product of: (i) the aggregate of the daily average amounts of the Bank’s