Exhibit 10-13 Fourth Lease Amendment


     

    Exhibit
      10.13


    FOURTH
      AMENDMENT TO LEASE AGREEMENT

     

        THIS
      FOURTH
      AMENDMENT TO LEASE AGREEMENT
      (this
“Amendment”), made and entered into as of the 17th day of March, 2005, by and
      between CRESCENT
      BROOKDALE ASSOCIATES, LLC,
      a
      Georgia limited liability company (“Landlord”), and OUTBACK
      STEAKHOUSE, INC.,
      a
      Delaware corporation (“Tenant”); 

     

    W
      I T N E S S E T H  T H AT:

     

        WHEREAS,
      Crescent Resources, Inc. (“Original Landlord”) and Tenant entered into that
      certain Lease Agreement dated September 10, 1998, as amended by that certain
      First Amendment to Lease Agreement dated June 14, 1999 (the “First Amendment”),
      as further amended by that certain Second Amendment to Lease dated October
      19,
      2001, as further amended by that certain Addendum to Second Amendment to Lease
      dated October 31, 2001 (the “Second Amendment”), and as further amended by that
      certain Third Amendment to Lease Agreement dated December 31, 2003, as further
      amended by that certain Addendum to the Third Amendment to Lease Agreement
      dated
      March 24, 2004 (the “Third Amendment”) (collectively, the “Lease”), for certain
      premises in the building known as Corporate Center One at International Plaza
      and located at 2202 North Westshore, Tampa, Florida (the “Building”), consisting
      of 16,498 square feet of Premises Net Rentable Area is located on the third
      (3)
      floor known as Suite 380 (the “3rd Floor Space”) of the Building, 24,856 square
      feet of Premises Net Rentable Area is located on the fourth (4th) floor known
      as
      Suite 470 (the “4th Floor Space”) of the Building, 68,342 square feet of
      Premises Net Rentable Area is located on the fifth (5th) floor known as Suite
      500 (the “5th Floor Space”) of the Building and 31,601 square feet of Premises
      Net Rentable Area is located on the sixth (6th) floor known as Suite 600 (the
      “Existing 6th Floor Space”) of the Building (collectively, the “Premises”);


     

        WHEREAS,
      Landlord is the successor-in-interest to Original Landlord; 

     

        WHEREAS,
      Landlord and Tenant have agreed to an expansion of the Premises to include
      37,139 square feet of Net Rentable Area on the sixth (6th) floor as more
      particularly described on Exhibit
      A
      attached
      hereto (the “6th Floor Additional Expansion Space”); 

     

        WHEREAS,
      Tenant
      and Landlord have also agreed to a short-term extension of the Lease Term with
      respect to the 3rd Floor Space; and 

     

        WHEREAS,
      Landlord and Tenant desire to evidence such expansion of the Premises and the
      extension of the Lease Term with respect to the 3rd Floor Space and to amend
      certain other terms and conditions of the Lease and evidence their agreements
      and other matters by means of this Amendment; 

     

        NOW
      THEREFORE,
      in
      consideration of the mutual covenants contained herein, and other good and
      valuable consideration, the receipt, adequacy and sufficiency of which are
      hereby acknowledged, the Lease is hereby amended and the parties hereto do
      hereby agree as follows: 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	1.  Grant
              of 6th Floor Additional Expansion Space.
              As
              of the 6th Floor Additional Expansion Space Effective Date (as defined
              below), Landlord agrees to lease to Tenant and Tenant agrees to lease
              from
              Landlord the 6th Floor Additional Expansion Space. As of the Floor
              Additional Expansion Space Effective Date, the 6th Floor Additional
              Expansion Space shall be subject to all the terms and conditions of
              the
              Lease, as amended hereby, and all references in the Lease to the
              “Premises” shall be deemed to include the 6th Floor Additional Expansion
              Space. As of the 6th Floor Additional Expansion Space Effective Date,
              any
              space on the 6th Floor shall be deleted from the definition
              of First
              Offer Space (as defined in section 5 of the Third
              Amendment). 
	 	 
	 	2. Terms
              of 6th Floor
              Additional Expansion.
              The Lease is hereby amended by adding the 6th Floor Additional Expansion
              Space as part of the Premises, subject to the following terms and
              conditions: 

 

    
      
        	
                 

              	
                a.

              	
                6th
                  Floor Additional Expansion Space Term.
                  The 6th Floor Additional Expansion Space shall be added as part
                  of the
                  Premises for all purposes, except as set forth herein, effective
                  as of the
                  earlier to occur of: (i) sixty (60) days after the 6th Floor Additional
                  Expansion Space Tender Date (as hereinafter defined) which is anticipated
                  to be July 1, 2008 or (ii) the date Tenant commences beneficial
                  occupancy
                  of the 6 Floor Additional Expansion Space (the “6th Floor
                  Additional Expansion Space Effective Date”) and the Lease Term with
                  respect to the 6th Floor Additional Expansion Space shall be coterminous
                  with that of the 4th Floor Space, the 5th Floor Space, and the
                  Existing
                  6th Floor Space and shall therefore expire on March 31,
                  2014. 

              


      

       

    

    
      	
               

            	
              b.

            	
              6th
                Floor Additional Expansion Space Rent.
                From and after the 6th Floor Additional Expansion Space Effective
                Date,
                Base Rental with respect to the 6th Floor Additional Expansion Space
                only
                shall be as follows, which amounts shall be paid simultaneously with
                Tenant’s payment of Base Rental for the remaining Premises and which
                payments shall also be accompanied by the applicable sales tax:
                

            


    

     

    
      
        	
              	
                 Base
                  Rental Per

              	 	 
	
                Month
                  of

              	
                 Rentable
                  Square

              	
                 Annual

              	
                 Monthly

              
	
                Lease
                  Term

              	
                Foot

              	
                Base
                  Rental

              	
                Base
                  Rental

              
	 	 	 	 
	
                6th
                  Floor Additional

              	
                $26.79

              	
                N/A

              	
                $82,912.82

              
	
                Expansion
                  Space

              	
                 

              	
                 

              	
                 

              
	
                Effective
                  Date -

              	
                 

              	
                 

              	
                 

              
	
                12/31/08

              	
                 

              	
                 

              	
                 

              
	
                1/01/09
                  - 12/31/09

              	
                $27.46

              	
                $1,019,836.90

              	
                $84,986.41

              
	
                1/01/10
                  - 12/31/10

              	
                $28.15

              	
                $1,045,462.80

              	
                $87,121.90

              
	
                1/01/11
                  - 12/31/11

              	
                $28.85

              	
                $1,071,460.10

              	
                $89,288.34

              
	
                1/01/12
                  - 12/31/12

              	
                $29.57

              	
                $1,098,200.20

              	
                $91,516.68

              
	
                1/01/13
                  - 12/31/13

              	
                $30.31

              	
                $1,125,683.00

              	
                $93,806.92

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      	
              1/01/14
                - 03/31/14

            	
              $31.07

            	
              $288,477.18
                (3 months)

            	
              $96,159.06

            


    

     

    
      
        	
                 

              	
                c.

              	
                6th
                  Floor Additional Expansion Space Basic Costs.
                  As of the 6th Floor Additional Expansion Space Effective Date and
                  continuing thereafter through March 31, 2014, Tenant shall pay
                  all
                  Additional Rent and any other sums due and payable under the Lease
                  for the
                  6th Floor Additional Expansion Space, including, without limitation,
                  Tenant’s Proportionate Share of Basic Costs in accordance with Paragraph
                  7
                  of the Lease, except that as of the 6th Floor Additional Expansion
                  Space
                  Effective Date, the Basic Costs Expense Stop and the Real Estate
                  Tax
                  Expense Stop for the 6th
                  Floor Additional Expansion Space only shall be the actual Basic
                  Costs and
                  Real Estate Taxes incurred during calendar year 2005. Tenant’s payment of
                  Excess Basic Costs for the 6th Floor Additional Expansion Space
                  as
                  provided in Paragraph 7 of the Lease shall commence in calendar
                  year 2008
                  and shall be prorated for the calendar year commencing on the 6th
                  Floor
                  Additional Expansion Space Effective Date. Tenant acknowledges
                  that the
                  Premises Electrical Expense Stop is seventy cents ($0.70) per square
                  foot
                  of Net Rentable Area is a component of the Basic Costs Expense
                  Stop and
                  that Tenant is obligated to pay electrical expenses exceeding the
                  Premises
                  Electrical Expense Stop pursuant to Paragraph 14 of the Lease.
                  The Basic
                  Costs Expense Stop, including the Real Estate Tax Expense Stop,
                  for the
                  Premises, excluding the 6th
                  Floor Additional Expansion Space, shall remain as set forth in
                  the
                  Lease.

              


      

       

      
        
          
            	
                     

                  	
                    d.

                  	
                    6th
                      Floor Additional Expansion Space Improvements.
                      As of the 6th Floor Additional Expansion Space Tender Date,
                      Tenant hereby
                      accepts the 6th Floor Additional Expansion Space “AS IS” and acknowledges
                      and agrees Landlord shall have no obligation to construct any
                      tenant
                      improvements to the 6th Floor Additional Expansion Space or
                      make any
                      alterations or additions thereto. Notwithstanding the foregoing,
                      Landlord
                      agrees to provide Tenant with a tenant improvement allowance
                      of Eighteen
                      and 00/100 Dollars ($18.00) per square foot of Net Rentable
                      Area of the
                      6th Floor Additional Expansion Space (i.e., $18.00 x 37,139
                      rsf =
                      $668,502.00) (the “6th
                      Floor Additional Space Allowance”) to use towards the costs of Tenant’s
                      improvements to the 6th Floor Additional Expansion Space hereunder,
                      which
                      Floor Additional Space Allowance shall be paid within thirty
                      (30) days of
                      the 6th
                      Floor Additional Expansion Space Effective Date. Any construction
                      performed by Tenant under this Amendment shall be performed
                      in accordance
                      with Exhibit
                      B attached
                      hereto and incorporated herein by this reference. Any Excess
                      Costs (as
                      defined in Paragraph 9 of the Lease) with respect to construction
                      of the
                      tenant improvements to the 6th Floor Additional Expansion Space
                      shall be
                      the sole responsibility of
                      Tenant.

                  


          

           

          
            
              
                
                  	
                           

                        	
                          e.

                        	
                          Early
                            Access to 6th Floor Additional Expansion Space.
                            Landlord shall deliver possession of the 6th Floor Additional
                            Expansion
                            Space to Tenant on or after May 1, 2008, to allow Tenant
                            to construct its
                            improvements to the 6th Floor Additional Expansion Space
                            so long as
                            Tenant’s early

                        


                

                 

                
                  
                    
                      
                      

                    

                    
                      3

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                    
                      
                        
                          	
                                   

                                	
                                   

                                	
                                  occupancy
                                    does not interfere with Landlord, the Building
                                    or other tenants in the
                                    Building. The date that Landlord actually tenders
                                    such space to the Tenant
                                    is referred to herein as the “6th Floor Additional Expansion Space Tender
                                    Date”. Tenant’s early possession of the 6th Floor Additional
                                    Expansion
                                    Space shall be upon all of the terms and conditions
                                    of the Lease, except
                                    Tenant shall pay no rent with respect to such
                                    early possession period
                                    until the 6th Floor Additional Expansion Space
                                    Effective
                                    Date.

                                


                        

                         

                        
                          
                            	
                                     

                                  	3. Extension
                                    of Lease Term for 3 Floor Space.
                                    The Lease Term of the Lease for the 3rd Floor
                                    Space only is hereby
                                    extended for a period of seven (7) months commencing
                                    on December 1, 2007
                                    (the “3rd Floor Space Extension Effective Date”) and expiring on the later
                                    of (i) June 30, 2008 or (ii) the day immediately
                                    preceding the
                                    6th
                                    Floor Additional Expansion Space Effective Date
                                    (the “3rd
                                    Floor Space Extension Term”). Tenant shall remain subject to all terms and
                                    conditions of the Lease, as amended hereby, during
                                    the 3rd
                                    Floor Space Extension Term.


                          

                        

                         

                        
                          
                            	
                                     

                                  	
                                    a.
                                      

                                  	
                                    
                                      3rd
                                        Floor Space Rent.
                                        From and after the 3rd
                                        Floor Space Extension Effective Date, Base
                                        Rental with respect to the
                                        3rd
                                        Floor Space only
                                        shall be as follows, and which payments shall
                                        also be accompanied by the
                                        applicable sales tax: 

                                    

                                  


                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  	
                           

                        	
                           Base
                            Rental Per

                        	
                           Monthly

                        
	
                          Month
                            of Lease Term

                        	
                          Rentable
                            Square Foot

                        	
                          Base
                            Rental

                        
	 	 	 
	
                          12/01/07
                            - 6/30/08*

                        	
                          $26.00

                        	
                          $35,745.67

                        


                

              

            

          

        

      

    

     

    
      	 	 	
              *Assuming
                June 30, 2008 is the last day of the 3rd Floor Space Extension Term
                

            


    

     

    
      	
               

            	
              b.
                

            	
              Basic
                Costs.
                During the 3rd Floor Space Extension Term, Tenant shall continue
                to pay
                all Additional Rent and any other sums due and payable under the
                Lease for
                the 3rd Floor Space, including, without limitation, Tenant’s Proportionate
                Share of Basic Costs in accordance with Paragraph 7 of the Lease.
                

            


    

     

    
      	
               

            	
              c.
                

            	
              Acceptance
                of 3rd
                Floor Space. Tenant
                hereby acknowledges and agrees Landlord shall have no obligation
                to
                construct any tenant improvements to the 3rd
                Floor Space or make any alterations or additions thereto, and Landlord
                shall have no obligation to provide any tenant improvement allowance,
                rent
                abatement, credit, set-off, or other concession to Tenant with respect
                to
                the extension of the Lease Term for the 3rd
                Floor Space. 

            


    

     

    
      	 	
              d.
                

            	
              3rd
                Floor Space Second Extension Term.
                Paragraph 4.d. of the Third Amendment is hereby revised to provide
                that
                the 3rd Floor Space Second Extension Term shall commence July 1,
                2008
                (assuming June 30, 2008 is the last day of the 3rd Floor Space Extension
                Term) and that Tenant shall exercise such 3rd Floor Space Extension
                Option
                by written notice to Landlord given no later than September 30, 2007.
                All
                of the other terms

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                 

              	
                and
                  conditions of the 3rd
                  Floor Space Extension Option shall remain the same.
                  

              


      

       

      
        
          
            	
                     

                  	
                    4. 
Contingency.
                      Notwithstanding any terms herein to the contrary, the parties’ rights and
                      obligations hereunder as they pertain to the 6th Floor Additional
                      Expansion Space are contingent upon Landlord entering into
                      an amendment
                      with Intuit Inc. (“Intuit”) whereby Intuit will lease the 6th
                      Floor Additional Expansion Space through April 30, 2008. If
                      such amendment
                      is not executed on or before March 21, 2005, then the parties’ rights and
                      obligations hereunder with respect to the 6th
                      Floor Additional Expansion Space only shall be null and void
                      and of no
                      further force or
                      effect.

                  


          

        

         

        
          
            
              
                	
                         

                      	
                        5. Brokers.
                          Tenant represents and warrants to Landlord that neither
                          it nor its
                          officers or agents nor anyone acting on its behalf has
                          dealt with any real
                          estate broker other than Crescent Resources, LLC who represented
                          Landlord
                          and CLW Real Estate Services Group, Inc. who represented
                          Tenant in the
                          negotiating or making of this Amendment, and Tenant agrees
                          to indemnify
                          and hold Landlord, its agents, employees, partners, directors,
                          shareholders and independent contractors harmless from
                          all liabilities,
                          costs, demands, judgments, settlements, claims, and losses,
                          including
                          reasonable attorneys’ fees and costs, incurred by Landlord in conjunction
                          with any such claim or claims of any other broker or brokers
                          claiming to
                          have interested Tenant in the Building, the Premises, the
                          6th
                          Floor Additional Expansion Space, or the extension of the
                          Lease Term for
                          the 3rd
                          Floor Space or claiming to have caused Tenant to enter
                          into this
                          Amendment.

                      


              

            

             

            
              
                
                  
                    
                      	
                               

                            	
                              6. Ratification
                                of Lease.
                                Tenant hereby affirms that as of the date hereof
                                the Lease is in full
                                force and effect, that the Lease has not been modified
                                or amended (except
                                as provided in this Amendment) and that all of Landlord’s obligations
                                accrued to date have been performed. Tenant hereby
                                ratifies the provisions
                                of the Lease on behalf of itself and its successors
                                and assigns and agrees
                                to attorn and be bound to Landlord and its successors
                                and assigns as to
                                all of the terms, covenants and conditions of the
                                Lease as amended hereby.
                                Tenant further agrees to fulfill all of its obligations
                                under the Lease as
                                amended hereby to Landlord throughout the remainder
                                of the Lease
                                Term.

                            


                    

                  

                   

                  
                    
                      
                        
                          
                            
                              	
                                       

                                    	
                                      7. No
                                        Defaults.
                                        Tenant hereby agrees that there are, as of
                                        the date hereof regardless of
                                        the giving of notice or the passage of time,
                                        or both, no defaults or
                                        breaches on the part of Landlord or Tenant
                                        under the
                                        Lease.

                                    


                            

                          

                           

                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                 

                                              	
                                                8. Capitalized
                                                  Terms.
                                                  All capitalized terms used herein
                                                  and not otherwise defined herein
                                                  shall
                                                  have the meanings ascribed to them
                                                  in the
                                                  Lease.

                                              


                                      

                                    

                                     

                                  

                                

                              

                            

                          

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                   

                                                	
                                                  9. Headings.
                                                    The headings used herein are
                                                    provided for convenience only
                                                    and are not to
                                                    be considered in construing this
                                                    Amendment.

                                                


                                        

                                      

                                       

                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                 

                                                              	
                                                                10. Binding
                                                                  Effect.
                                                                  This Amendment
                                                                  shall not be valid
                                                                  and binding on
                                                                  Landlord and Tenant
                                                                  unless and until
                                                                  it has been completely
                                                                  executed by and
                                                                  delivered to both
                                                                  parties.


                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

        EXCEPT
      AS
      expressly amended and modified hereby, the Lease shall otherwise remain in
      full
      force and effect, the parties hereto hereby ratifying and confirming the same.
      To the extent of any inconsistency between the Lease and this Amendment, the
      terms of this Amendment shall control. 

     

     

    


     

     

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        6

        
          

        

      

      
        
        

      

    

     

        IN
      WITNESS
      WHEREOF,
      the
      undersigned parties have duly executed this Amendment as of the day and year
      first above written. 

     

     

    
      
        
          	 	 	LANDLORD:
	 	 	 	 	 
	Signed, sealed and delivered	 	CRESCENT
                  BROOKDALE
	in the presence of:	 	ASSOCIATES,
                  LLC,a Georgia
	 	 	limited liability company 
	
                	 	 	 
	 	 	 	 	 
	Print Name:	
                	 	By:	/s/ Fred
                  H.
                  Henritze
	 	 	 	 	 
	/s/
                  Mary Ganz	 	Name:	Fred H.
                  Henritze
	 	 	 	 	 
	Print Name:	Mary Ganz	 	Title:	Executive
                  Vice
                  President
	 	 	 	 	 
	
                	
                	 	
                	 
	 	 	 	 	 
	 	 	 	TENANT:
	 	 	 	 	 
	Signed, sealed and delivered	 	OUTBACK
                  STEAKHOUSE, INC., 
	in the presence of:	 	a Delaware corporation 
	 	 	 	 	 
	/s/ Chris
                  Olson 	 	 	 
	 	 	 	 	 
	Print Name: 	Chris
                  Olson 	 	By: 	
                  /s/ A. William Allen, III 

                
	 	 	 	 	 
	/s/ Shannon
                  Harding 	 	Name:	A. William
                  Allen, III
	 	 	 	 	 
	Print Name: 	Shannon
                  Harding 	 	Title:	Chief
                  Executive
                  Officer 
	 	 	 	 	 


        

         

      

       

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