RECITALS:

Exhibit 4.4

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”).

RECITALS:

WHEREAS, there are currently $488,220,000 aggregate principal amount of the Co-Issuers’ 10% Senior Notes due 2015 (the “Securities”) outstanding under an Indenture, dated as of June 14, 2007, by and among the Co-Issuers, the Guarantors named therein and Resigning Trustee (the “Indenture”);

WHEREAS, the Co-Issuers appointed Resigning Trustee as the Trustee, Registrar and Paying Agent under the Indenture;

WHEREAS, Section 7.08 of the Indenture provides that the Trustee may at any time resign with respect to the Securities by giving written notice of such resignation to the Co-Issuer, effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee;

WHEREAS, Section 7.08 of the Indenture provides that, if the Trustee shall resign, the Co-Issuers shall promptly appoint a successor Trustee;

WHEREAS, Section 7.08 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall deliver written acceptance to the Co-Issuers and to its predecessor Trustee; thereupon, the resignation of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall have all rights, powers and duties of the predecessor Trustee under the Indenture;

WHEREAS, on December 5, 2008, the Resigning Trustee provided written notice to the Co-Issuers that it is resigning as Trustee, Registrar and Paying Agent under the Indenture;

WHEREAS, the Co-Issuers desire to appoint Successor Trustee as successor Trustee, Registrar and Paying Agent to succeed Resigning Trustee in such capacities under the Indenture; and

WHEREAS, Successor Trustee is willing to accept such appointment as Successor Trustee, Registrar and Paying Agent under the Indenture;

NOW, THEREFORE, the Co-Issuers, Resigning Trustee and Successor Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

1

THE RESIGNING TRUSTEE

2

THE CO-ISSUERS

3

THE SUCCESSOR TRUSTEE

4

MISCELLANEOUS

IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed, all as of the day and year first above written.

EXHIBIT A

Documents to be delivered to Successor Trustee

EXHIBIT B

NOTICE

To the Holders of.

of OSI RESTAURANT PARTNERS, LLC

AND OSI CO-ISSUER, INC.

NOTICE IS HEREBY GIVEN, pursuant to Section 7.08 of the Indenture (the “Indenture”), dated as of June 14, 2007, by and among OSI Restaurant Partners, LLC, OSI Co-Issuer, Inc. and Wells Fargo Bank, National Association, as Trustee, that Wells Fargo Bank, National Association has resigned as Trustee, Registrar and Paying Agent under the Indenture.

Pursuant to Section 7.08 of the Indenture, HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, has accepted appointment as Trustee, Registrar and Paying Agent under the Indenture. The address of the corporate trust office of the successor Trustee is 452 Fifth Avenue, New York, New York 10018.

Wells Fargo Bank, National Association’s resignation as Trustee, Registrar and Paying Agent and HSBC BANK USA, NATIONAL ASSOCIATION’s appointment as successor Trustee, Registrar and Paying Agent were effective as of the opening of business on February 5, 2009.

Dated:                    , 2009