Exhibit 10-14 Fifth Lease Amendment


     

    Exhibit
      10.14


    FIFTH
      AMENDMENT TO LEASE AGREEMENT

     

        
      THIS FIFTH
      AMENDMENT TO LEASE AGREEMENT
      (this
“Amendment”), made and entered into as of the 23 day of June, 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 A T:

    


    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, 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, 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, and as further amended
      by that certain Fourth Amendment to Lease Agreement dated March 21, 2005 (the
      “Fourth Amendment”) (collectively, the “Lease”), for certain premises in the
      building known as Corporate Center One at International Plaza and located at
      2202 North Westshore Boulevard, Tampa, Florida (the “Building”), consisting of
      16,498 square feet of Premises Net Rentable Area located on the third
      (3rd)
      floor
      known as Suite 380 (the “3rd
      Floor
      Space”) of the Building, 24,856 square feet of Premises Net Rentable Area
      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
      located on the fifth (5th)
      floor
      known as Suite 500 (the “5th
      Floor
      Space”) of the Building, 31,601 square feet of Premises Net Rentable Area
      located on the sixth (6th)
      floor
      known as Suite 600 (the “6th
      Floor
      Space”) of the Building, and pursuant to the provisions of the Fourth Amendment,
      a commitment for 37,139 square feet of Premises Net Rentable Area located on
      the
      sixth (6th)
      floor
      known as Suite 600 (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
      11,163 square feet of Net Rentable Area on the fourth (4th)
      floor
      as more particularly described on Exhibit
      A
      attached
      hereto (the “44h
      Floor
      Expansion Space”); and

    


    WHEREAS,
      Landlord and Tenant desire to evidence such expansion of the Premises 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.  	
              Grant
                of 4th Floor Expansion Space.
                As of the 4th Floor Expansion Space Effective Date (as defined below),
                Landlord agrees to lease to Tenant and Tenant agrees to lease from
                Landlord the 4th Floor Expansion Space. As of the 4th
                Floor

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	  	
                Expansion
                  Space Effective Date, the 4th Floor 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
                  4th Floor Expansion Space.

              


      

       

    

    
      	2.  	
              Terms
                of 4th
                Floor Expansion.
                The Lease is hereby amended by adding the 4th Floor Expansion Space
                as
                part of the Premises, subject to the following terms and
                conditions:

            


    

     

    
      	 	
              a.

            	
              4th
                Floor Expansion Space Term.
                The 4th Floor Expansion Space shall be added as part of the Premises
                for
                all purposes, except as set forth herein, effective as of the earliest
                to
                occur of: (i) January 1, 2007, so long as the 4th
                Floor Expansion Space Tender Date (as defined below) has occurred
                on or
                before November 1, 2006, (ii) the date Tenant commences beneficial
                occupancy of the 4th Floor Expansion Space, or (iii) sixty (60) days
                after
                the 4th
                Floor Expansion Space Tender Date (the “4th Floor Expansion Space
                Effective Date”) provided that Tenant has notified Landlord pursuant to
                the terms below. The Lease Term with respect to the 4th Floor Expansion
                Space shall be coterminous with that of the Lease Term for the
                4th
                Floor Space, the 5th
                Floor Space and the 6th
                Floor Space and shall therefore expire on March 31, 2014.
                

            


    

     

    At
      Tenant’s election, Tenant shall have the right to lease the 4th Floor Expansion
      Space early, at any time from and after August 1, 2006 until October 31, 2006
      (the “Early Turnover Period”), by notifying Landlord of the date (the “Early
      Turnover Date”) during the Early Turnover Period that Tenant desires for
      Landlord to turnover the 4th
      Floor
      Expansion Space during the Early Turnover Period by providing Landlord with
      one
      hundred ninety-five (195) days’ prior written notice prior to the Early Turnover
      Date. Notwithstanding the foregoing, Tenant acknowledges that the 4th
      Floor
      Expansion Space is currently leased by Somerset Pharmaceuticals, Inc.
      (“Somerset”), until no later than October 31, 2006. If Tenant timely elects to
      lease the 4th
      Floor
      Expansion Space during the Early Turnover Period, Landlord agrees to recapture
      the 4th
      Floor
      Expansion Space from Somerset in accordance with the terms of the lease
      agreement by and between Landlord and Somerset.

     

    
      	 	
              b.

            	
              4th
                Floor Expansion Space Rent.
                From and after the 4th Floor Expansion Space Effective Date, Base
                Rental
                with respect to the 4th Floor 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:

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               

              Month
                of

              Lease
                Term

            	
              Base
                Rental Per

              Rentable
                Square

              Foot

            	
               

              Annual

              Base
                Rental

            	
               

              Monthly

              Base
                Rental

            
	
              Early
                Turnover Period

            	
              $25.50*

            	
              $284,656.50*

            	
              $23,721.38*

            
	
              01/01/07
                - 12/31/07

            	
              $26.14
                

            	
              $291,800.82
                

            	
              $24,316.74
                

            
	
              01/01/08
                - 12/31/08

            	
              $26.79
                

            	
              $299,056.77
                

            	
              $24,921.40
                

            
	
              01/01/09
                - 12/31/09

            	
              $27.46
                

            	
              $306,535.98
                

            	
              $25,544.67
                

            
	
              01/01/10
                - 12/31/10

            	
              $28.15
                

            	
              $314,238.45
                

            	
              $26,186.54
                

            
	
              01/01/11
                - 12/31/11

            	
              $28.85
                

            	
              $322,052.55
                

            	
              $26,837.71
                

            
	
              01/01/12
                - 12/31/12

            	
              $29.57
                

            	
              $330,089.91
                

            	
              $27,507.49
                

            
	
              01/01/13
                - 12/31/13

            	
              $30.31
                

            	
              $338,350.53
                

            	
              $28,195.88
                

            
	
              01/01/14
                - 03/31/14

            	
              $31.07
                

            	
              $86,708.61
                (3
                months)

            	
              $28,902.87
                

            


    

    


    *
      if
      applicable pursuant to the terms of Paragraph 2a. hereof

    


    
      	c.  	
              4th
                Floor Expansion Space Basic Costs.
                As of the 4th Floor 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 4th Floor
                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 4th Floor Expansion Space Effective Date, the Basic
                Costs
                Expense Stop and the Real Estate Tax Expense Stop for the 4th Floor
                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 4th Floor Expansion Space as provided in Paragraph 7 of the
                Lease
                shall commence in calendar year 2006 and shall be prorated for the
                calendar year commencing on the 4th Floor 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 4th
                Floor
                Expansion Space, shall remain as set forth in the
                Lease.

            


    

     

    
      	 	
              d.

            	
              4th
                Floor Expansion Space Improvements.
                As of the 4th
                Floor Expansion Space Tender Date, Tenant hereby accepts the 4th
                Floor
                Expansion Space “AS IS” and acknowledges and agrees Landlord shall have no
                obligation to construct any tenant improvements to the 4th Floor
                Expansion
                Space or make any alterations or additions thereto. Notwithstanding
                the
                foregoing, Landlord agrees to provide Tenant with a tenant improvement
                allowance of Eight and 00/100 Dollars ($8.00) per square foot of
                Net
                Rentable Area of the 4th Floor Expansion Space (i.e., $8.00 x 11,163
                rsf =
                $89,304.00) (the “4th Floor Space Allowance”) to use towards the costs of
                Tenant’s improvements (the “4th Floor Costs”) hereunder, which 4th Floor
                Space

            


    

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	
                 

              	
                Allowance
                  shall be paid within thirty (30) days of the 4th Floor 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 4th Floor Expansion
                  Space
                  shall be the sole responsibility of
                  Tenant.

              


      

       

    

    
      	 	
              e.

            	
              Early
                Access to 4th Floor Expansion Space.
                Landlord shall deliver
                possession of the 4th
                Floor Expansion Space
                to
                Tenant on or about November 1, 2006, to allow Tenant to construct
                its
                improvements to the 4th
                Floor Expansion Space
                so
                long as Tenant’s early 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
                “4th
                Floor Expansion Space Tender Date”. Tenant’s early possession of the
                4th
                Floor 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
                4th
                Floor Expansion Space Effective Date.

            


    

     

    
      	3.  	
              Contingency.
                The parties’ rights and obligations hereunder as they pertain to the Early
                Turnover Period with respect to the 4th
                Floor Expansion Space are contingent upon Landlord entering into
                an
                amendment with Somerset (the “Somerset Amendment”). If the Somerset
                Amendment is not executed simultaneously with the execution of this
                Amendment or fails to be effective for any reason, then the parties’
                rights and obligations hereunder with respect to the Early Turnover
                Period
                only with respect to the 4th
                Floor Expansion Space shall be null and void and of no further force
                or
                effect.

            


    

     

    
      
        	4.  	
                Reserved
                  Parking. Notwithstanding the provisions of Paragraph 15 of the Lease
                  or PAragraph 6 of the third Amendment with respect to the reserved
                  parking
                  spaces provided to Tenant as part of the five (5) parking spaces
                  per 1,000
                  square feet of Net Rentable Area leased by Tenant, upon full execution
                  of
                  this Amendment, Landlord shall provide Tenant with a total of forty
                  (40)
                  covered, reserved parking spaces at no additional cost to tenant
                  in a
                  location determined by Landlord in its sole discretion. 
                  The
                  foregoing allocation to Tenant of reserved parking spaces shall
                  be in lieu
                  of, and not in addition to, all present allocations of reserved
                  parking
                  spaces to Tenant pursuant to the Lease.  Upon the effective
                  date of
                  the second expansion of the 6th Floor Space and any subsequent
                  expansion of the Premises, in lieu of all other allocations of
                  reserved
                  parking spaces to tenant pursuant to the Lease, Tenant shall have
                  the
                  right to use one (1) covered, reserved parking space for each 2,250
                  square
                  feet of Net Rentable Area leased by Tenant at no additional cost,
                  in
                  accordance with the terms and provisions of Paragraph 15 of
                  the
                  Lease.

              


      

       

    

    
      	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

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                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, sharehold-ers 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 or the 4th Floor Expansion 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.

            


    

     

    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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        5

        
          

        

      

      
        
        

      

    

     

     

        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 
	/s/
                    Mary Ganz	 	 	 
	 	 	 	 	 
	Print Name:	Mary
                    Ganz	 	By:	/s/
                    Fred H.
                    Henritze
	 	 	 	 	 
	/s/
                    Debbie Noble	 	Name:	Fred
                    H.
                    Henritze
	 	 	 	 	 
	Print Name:	Debbie
                    Noble	 	Title:	Executive
                    Vice
                    President
	 	 	 	 	 
	
                  	
                  	 	
                  	 
	 	 	 	 	 
	 	 	 	TENANT:
	 	 	 	 	 
	Signed,
                    sealed and delivered	 	OUTBACK
                    STEAKHOUSE, INC., 
	in
                    the presence of:	 	a Delaware corporation 
	 	 	 	 	 
	/s/ James
                    P. Garvey 	 	 	 
	 	 	 	 	 
	Print Name: 	James
                    P.
                    Garvey 	 	By: 	
                    /s/ A. William Allen, III 

                  
	 	 	 	 	 
	/s/ Tracy
                    Delatore 	 	Name:	A. William
                    Allen, III
	 	 	 	 	 
	Print Name: 	Tracy
                    Delatore 	 	Title:	Chief
                    Executive
                    Officer 
	 	 	 	 	 


          

           

           

           

        

      

    

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