Exhibit 10-12 Third Lease Amendment


     

    Exhibit
      10.12


    THIRD
      AMENDMENT TO LEASE AGREEMENT

     

         THIS
      THIRD AMENDMENT TO
      LEASE AGREEMENT
      (this
“Amendment”), made and entered into as of the 31 day of December, 2003, 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 (“Second Amendment”) dated October 19,
      2001, and as further amended by that certain Addendum to Second Amendment to
      Lease dated October 31, 2001 (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
      approximately 109,696 square feet of Premises Net Rentable Area of which 16,498
      square feet of Premises Net Rentable Area is 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 is
      located on the fourth (4th)
      floor
      known as Suite 470 (the “4th
      Floor
      Space”) of the Building and 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 (collectively, the “Premises”);

    


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

    


    WHEREAS,
      Landlord has agreed to lease additional premises to Tenant and Tenant has agreed
      to lease from Landlord such additional premises and to extend the Lease Term
      of
      the Lease; and

    


    WHEREAS,
      Landlord and Tenant desire to evidence such expansion of the Premises and
      extension of the Lease Term 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 6th
                Floor Expansion Space.
                Landlord agrees to lease to Tenant and Tenant agrees to lease from
                Landlord an additional 31,601 square feet of Net Rentable Area on
                the
                sixth (6th)
                floor of the Building as shown on Exhibit
                A
                attached hereto and by this reference made a part hereof (the
                “6th
                Floor Expansion Space”), increasing the total square feet of Premises Net
                Rentable Area leased pursuant to the Lease to 141,297.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	2.  	
              Terms
                of 6th
                Floor Expansion.
                The Lease is hereby amended by adding the 6th
                Floor Expansion Space as part of the Premises, subject to the following
                terms and conditions:

            


    

     

    
      	 	
              a.

            	
              6th
                Floor Expansion Space Term.
                The 6th
                Floor Expansion Space shall be added as part of the Premises for
                all
                purposes, except as set forth herein, effective as of April 1, 2004
                (the
                “6th
                Floor Expansion Space Effective Date”) and the Lease Term of Tenant’s
                lease of the 6th
                Floor Expansion Space shall be coterminous with that of the 4th
                Floor Space and the 5th
                Floor Space, as extended in Paragraph 3 herein, and shall therefore
                expire
                on March 31, 2014.

            


    

     

    
      	 	
              b.

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

            


    

     

    
      	
               

               

              Month
                of Term

            	
              Base
                Rental Per

              Rentable
                Square 

              Foot

            	
               

              Annual

              Base
                Rental

            	
               

              Monthly

              Base
                Rental

            
	
              04/01/04
                - 03/31/05

            	
              $24.50

            	
              $774,224.50

            	
              $64,518.71

            
	
              04/01/05
                - 03/31/06

            	
              $25.00

            	
              $790,025.00

            	
              $65,835.42

            
	
              04/01/06
                - 03/31/07

            	
              $25.50

            	
              $805,825.50

            	
              $67,152.13

            
	
              04/01/07
                - 03/31/08

            	
              $26.00

            	
              $821,626.00

            	
              $68,468.83

            
	
              04/01/08
                - 03/31/09

            	
              $26.52

            	
              $838,058.52

            	
              $69,838.21

            
	
              04/01/09
                - 03/31/10

            	
              $27.05

            	
              $854,807.05

            	
              $71,233.92

            
	
              04/01/10
                - 03/31/11

            	
              $27.59

            	
              $871,871.59

            	
              $72,655.97

            
	
              04/01/11
                - 03/31/12

            	
              $28.14

            	
              $889,252.14

            	
              $74,104.35

            
	
              04/01/12
                - 03/31/13

            	
              $28.71

            	
              $907,264.71

            	
              $75,605.39

            
	
              04/01/13
                - 03/31/14

            	
              $29.28

            	
              $925,277.28

            	
              $77,106.44

            


    

    


    
      	c.  	
              6th
                Floor Expansion Space Basic Costs.
                As of the 6th
                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 6th
                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 6th
                Floor Expansion Space Effective Date, the Basic Costs Expense Stop
                and the
                Real Estate Tax Expense Stop for the 6th
                Floor Expansion Space shall be the actual Basic Costs and Real Estate
                Taxes incurred during calendar year 2003, which is currently projected
                to
                be (subject to final bills) collectively $8.24 per square foot of
                Net
                Rentable Area. Tenant’s payment of Excess Basic Costs for the
                6th
                Floor Expansion Space as provided in Paragraph 7 of the Lease shall
                commence in calendar year 2004 and shall be prorated for the calendar
                year
                commencing on the 6th
                Floor Expansion Space Effective Date. Tenant acknowledges that the
                Premises Electrical Expense Stop is

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      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 for the Premises, excluding the
        6th
        Floor
        Expansion Space, shall remain as set forth in the Lease.

    

     

    Notwithstanding
      the foregoing, Tenant’s
      obligation to pay Excess Basic Costs for
      the
      6th
      Floor
      Expansion Space
      shall,
      with the exception of real estate taxes, utility charges, and insurance premiums
      and costs, be limited to a per year cumulative increase of four percent (4%),
      compounded annually. Increases in real estate taxes, utility charges and
      insurance premiums and costs shall not be subject to any limit or
“cap”.

     

    
      	 	
              d.

            	
              6th
                Floor Expansion Space Improvements.
                Tenant hereby accepts the 6th
                Floor Expansion Space “AS IS” and acknowledges and agrees Landlord shall
                have no obligation to construct any tenant improvements to the
                6th
                Floor Expansion Space or make any alterations or additions thereto.
                Notwithstanding the foregoing, Landlord agrees to provide Tenant
                with a
                tenant improvement allowance of Twenty and 00/100 Dollars ($20.00)
                per
                square foot of Net Rentable Area of the 6th
                Floor Expansion Space (i.e., $20.00 x 31,601 rsf = $632,020.00) (the
                “6th
                Floor Space Allowance”) to use towards the costs of Tenant’s improvements
                hereunder, which 6th
                Floor Space Allowance shall be paid within thirty (30) days of full
                execution of this Amendment by both parties. 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 Expansion Space shall be the sole responsibility of
                Tenant.

            


    

     

    
      	 	
              e.

            	
              Early
                Access to 6th
                Floor Expansion Space.
                Landlord shall deliver
                possession of the 6th
                Floor Expansion Space
                to
                Tenant on February 1, 2004, to allow Tenant to construct its improvements
                to the 6th
                Floor Expansion Space
                so
                long as Tenant’s early occupancy does not interfere with Landlord, the
                Building or other tenants in the Building. Tenant’s early possession of
                the 6th
                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
                6th
                Floor Expansion Space Effective Date.

            


    

     

    
      	3.  	
              Extension
                of Lease Term for the 4th
                Floor Space and 5th
                Floor Space.
                The Lease Term of the Lease for the 4th
                Floor Space and the 5th
                Floor Space only is hereby extended for a period of four (4) years
                commencing on April 1, 2010 (the “4th
                Floor Space and 5th
                Floor Space Effective Date”) and expiring on March 31, 2014 (the
                “4th
                Floor Space and 5th
                Floor Space Extension Term”). Tenant shall remain subject to all terms and
                conditions of the Lease, as amended hereby, during the 4th
                Floor Space and 5th
                Floor Space Extension Term.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              a.

            	
              4th
                Floor Space and 5th
                Floor Space Base Rental.
                During the 4th
                Floor Space and 5th
                Floor Space Extension Term, Base Rental (in addition to applicable
                sales
                tax) for the 4th
                Floor Space and the 5th
                Floor Space only shall be as
                follows:

            


    

     

    
      	
               

               

              Month
                of Term

            	
              Base
                Rental Per

              Rentable
                Square 

              Foot

            	
              (93,198
                sf)

              Annual

              Base
                Rental

            	
               

              Monthly

              Base
                Rental

            
	
              04/01/10
                - 03/31/11

            	
              $26.50

            	
              $2,469,747.00

            	
              $205,812.25

            
	
              04/01/11
                - 03/31/12

            	
              $27.00

            	
              $2,516,346.00

            	
              $209,695.50

            
	
              04/01/12
                - 03/31/13

            	
              $27.50

            	
              $2,562,945.00

            	
              $213,578.75

            
	
              04/01/13
                - 03/31/14

            	
              $28.00

            	
              $2,609,544.00

            	
              $217,462.00

            


    

    


    
      	 	
              b.

            	
              4th
                Floor Space and 5th
                Floor Space Improvements.
                Tenant hereby accepts the 4th
                Floor Space and the 5th
                Floor Space “AS IS” and acknowledges and agrees Landlord shall have no
                obligation to construct any tenant improvements to the 4th
                Floor Space and 5th
                Floor Space or make any alterations or additions thereto; provided
                however, Landlord agrees to provide Tenant with an tenant allowance
                of
                Eight and 00/100 Dollars ($8.00) per square foot of Net Rentable
                Area for
                that portion of the 4th
                Floor Space and the 5th
                Floor Space not included in the DMJM Sublease (as defined below)
                and the
                Duncan Sublease (as defined below) (i.e., $8.00 x 80,900 rsf =
                $647,200.00) (the “4th
                Floor Space and 5th
                Floor Space Allowance”) to reimburse Tenant for the costs of any of
                Tenant’s improvements hereunder. Landlord shall make available to Tenant
                one-half (1⁄2) of the 4th
                Floor Space and 5th
                Floor Space Allowance (i.e., $323,600.00) within thirty (30) days
                of
                execution and delivery of this Amendment by the parties. Any Excess
                Costs
                (as defined in Paragraph 9 of the Lease) with respect to construction
                of
                such improvements for that portion 4th
                Floor Space and the 5th
                Floor Space shall be the sole responsibility of
                Tenant.

            


    

     

    So
      long
      as no uncured default exists with respect to Tenant’s obligations under the
      Lease following the expiration of any applicable notice and cure periods,
      Landlord shall make available to Tenant the remaining one-half (1⁄2) portion of
      the 4th
      Floor
      Space and 5th
      Floor
      Space Allowance (i.e., $323,600.00) on or before April 30, 2010, for Tenant’s
      use towards costs related to any of Tenant’s improvements hereunder. Any Excess
      Costs (as defined in Paragraph 9 of the Lease) with respect to construction
      of
      such improvements for the 4th
      Floor
      Space and the 5th
      Floor
      Space shall be the sole responsibility of Tenant.

     

    
      	c.  	
              Additional
                4th
                Floor Space Allowance.
                Provided that one (1) or both of the DMJM Sublease and the Duncan
                Sublease
                have not been terminated by Tenant on or before June 30, 2009 as
                provided
                in subparagraph (d) below, then, effective as of April 1, 2010, Tenant
                shall be entitled to an additional allowance of Eight and No/100
                Dollars
                ($8.00) per square foot

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	  	
                of
                  Net Rentable Area for that portion of the 4th
                  Floor Space included in (i) that certain Sublease dated April 1,
                  2001,
                  between Tenant, as landlord, and DMJM Aviation, Inc., as tenant,
                  for
                  approximately 9,325 rentable square feet (the “DMJM Sublease Space”), as
                  may be amended from time to time (the “DMJM Sublease”) and/or (ii) that
                  certain Sublease dated March 20, 2003, between Tenant, as sublessor
                  and
                  The Duncan Companies, as subtenant, for approximately 2,973 rentable
                  square feet (the “Duncan Sublease Space”), as may be amended from time to
                  time (the “Duncan Sublease”), totaling
                  12,298 rentable square feet (i.e., $8.00 x 12,928 rsf = $98,384.00)
                  (the
                  “Additional 4th
                  Floor Space Allowance”). Landlord shall provide the Additional
                  4th
                  Floor Space Allowance for the DMJM Sublease Space and/or the Duncan
                  Sublease Space, as applicable. Landlord shall disburse the Additional
                  4th
                  Floor Space Allowance, if any, to Tenant on or before April 30,
                  2010. Any
                  Excess Costs (as defined in Paragraph 9 of the Lease) with respect
                  to
                  construction of any improvements for the DMJM Sublease Space and/or
                  the
                  Duncan Sublease Space shall be the sole responsibility of
                  Tenant.

              


      

       

    

    
      	d.  	
              Termination
                of DMJM Sublease Space and Duncan Sublease Space. Notwithstanding
                anything to the contrary contained in the Lease, provided Tenant
                is not
                then in default under the Lease, Tenant shall have the option (the
                “Sublease Space Termination Option”) to terminate the Lease for either the
                DMJM Sublease Space and/or the Duncan Sublease Space effective as
                of March
                31, 2010 (the “Sublease Space Termination Date”) by providing Landlord
                with written notice of such Sublease Space Termination Option election
                (the “Sublease Space Termination Notice”). Such Sublease Space Termination
                Notice shall be effective only if it is given to Landlord on or before
                June 30, 2009 (the “Sublease Space Termination Notice Deadline”);
                accordingly, if Tenant has not given its Sublease Space Termination
                Notice
                to Landlord prior to the Sublease Space Termination Notice Deadline,
                this
                Sublease Space Termination Option shall expire and be of no further
                force
                or effect, and Tenant shall have no right or option to terminate
                the Lease
                for either the DMJM Sublease Space or the Duncan Sublease Space pursuant
                to this paragraph at any time after the Sublease Space Termination
                Notice
                Deadline. 

            


    

     

    
      	e.  	
              4th
                Floor Space and 5th
                Floor Space Basic Costs.
                During the 4th
                Floor Space and 5th
                Floor Space Extension Term, Tenant shall continue to pay all Additional
                Rent and any other sums due and payable under the Lease, including,
                without limitation, Tenant’s Proportionate Share of Basic Costs in
                accordance with Paragraph 7 of the Lease, and the Landlord shall
                continue
                to use calendar year 2000 for the Basic Costs Expense Stop and the
                Real
                Estate Tax Expense Stop as set forth in the Lease Summary of the
                Lease
                (i.e., collectively, $7.00 per rentable square
                foot).

            


    

     

    
      	4.  	
              Extension
                of Lease Term for the 3rd
                Floor Space.
                The Lease Term of the Lease for the 3rd
                Floor Space only is hereby extended for a period of two (2) years
                commencing on December 1, 2005 (the “3rd
                Floor Space Effective Date”) and

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        	  	
                expiring
                  on November 30, 2007 (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. In connection with this extension,
                  the Renewal
                  Option contained in Paragraph 8 of the Second Amendment is hereby
                  deleted
                  in its entirety and is of no further force or
                  effect.

              


      

       

    

    
      	 	
              a.

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

            


    

     

    
      	
               

               

              Month
                of Term

            	
              Base
                Rental Per

              Rentable
                Square 

              Foot

            	
               

              Annual

              Base
                Rental

            	
               

              Monthly

              Base
                Rental

            
	
              12/01/05
                - 11/30/06

            	
              $25.00

            	
              $412,450.00

            	
              $34,370.83

            
	
              12/01/06
                - 11/30/07

            	
              $25.50

            	
              $420,699.00

            	
              $35,058.25

            


    

    


    
      	b.  	
              Basic
                Costs.During
                the 3rd
                Floor Space Extension Term, Tenant shall 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, except
                that
                that as of the 3rd
                Floor Space Effective Date, the Basic Costs Expense Stop and the
                Real
                Estate Tax Expense Stop for the 3rd
                Floor Space shall be the actual Basic Costs incurred during calendar
                year
                2003, which is currently projected to be (subject to final bills)
                collectively $8.24 per square foot of Net Rentable Area, as set forth
                previously herein. Tenant’s payment of Excess Basic Costs for the
                3rd
                Floor Space during the 3rd
                Floor Space Extension Term as provided in Paragraph 7 of the Lease
                shall
                commence on the 3rd
                Floor Space Effective Date.

            


    

     

    
      	c.  	
              3rd
                Floor Space Improvements.
                Tenant hereby accepts the 3rd
                Floor Space “AS IS” during the 3rd
                Floor Space Extension Term and 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. Notwithstanding
                the foregoing, Landlord agrees to provide Tenant with a tenant improvement
                allowance with respect to the 3rd
                Floor Space of Four and 00/100 Dollars ($4.00) per rentable square
                foot of
                the 3rd
                Floor Space (i.e., $4.00 x 16,498 rsf = $65,992.00) (the “3rd
                Floor Space Allowance”) within thirty (30) days after the 3rd
                Floor Space Effective Date. The 3rd
                Floor Space Allowance may be applied towards any costs related to
                any
                improvements constructed by Tenant hereunder. Any Excess Costs (as
                defined
                in Paragraph 9 of the Lease) with respect to construction of such
                improvements for the 3rd
                Floor Space shall be the sole responsibility of
                Tenant.

            


    

     

    
      	d.  	
              3rd
                Floor Space Second Extension Term.
                Tenant shall have the option (the “3rd
                Floor Space Extension Option”)
                to
                extend the Lease Term as to the 3rd

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                Floor
                  Space only for one (1)
                  additional period of six (6) years and four (4) months (the “3rd
                  Floor Space Second Extension Term”), commencing December 1, 2007 and
                  expiring March 31, 2014, which is the expiration of the Lease Term
                  for the
                  remaining portion of the Premises. Such 3rd
                  Floor Space Second Extension Term shall be subject to the provisions
                  of
                  the Lease, except that the rental rate shall be at the then Prevailing
                  Market Rate, which shall be deemed to mean the then prevailing
                  market rate
                  for leases in Class A office buildings (including the Building)
                  in the
                  Westshore Business District of Tampa, Florida similar or comparable
                  in
                  quality to the Building and taking into account such factors offered
                  to
                  third party tenants for comparable space as the base services year
                  for
                  pass-through expenses, the value of the tenant improvements already
                  in
                  place in the 3rd
                  Floor Space at the commencement of the extension period, rent concessions,
                  tenant improvement allowances, lease commissions saved or incurred,
                  and
                  moving allowances, and also taking into account such factors as
                  reserved
                  parking rights, building signage rights, and parking ratios of
                  comparable
                  buildings and the creditworthiness of the tenant. Tenant shall
                  exercise
                  such 3rd
                  Floor Space Extension Option by written notice to Landlord given
                  no later
                  than February 28, 2007. If Tenant fails to timely give such notice,
                  then
                  Tenant’s 3rd
                  Floor Extension Option shall lapse and be of no further force or
                  effect.
                  If Landlord and Tenant, acting in good faith, have not, within
                  thirty (30)
                  days after Tenant’s exercise of the 3rd
                  Floor Extension Option agreed upon the Prevailing Market Rate and
                  executed
                  an amendment to the Lease for the 3rd
                  Floor Space, then such Prevailing Market Rate shall be determined
                  by the
                  three-appraiser method as follows:

              


      

       

    

    If
      the
      parties are unable to come to an agreement within such period, Tenant shall
      have
      the option, exercisable by written notice delivered to Landlord within five
      (5)
      days after the expiration of such thirty (30) day period, to elect to arbitrate
      such rate. Tenant shall have the option to specify in such notice its selection
      of a real estate appraiser, who shall act on Tenant’s behalf in determining the
      Prevailing Market Rate. Within ten (10) days after Landlord’s receipt of
      Tenant’s selection of a real estate appraiser, Landlord, by written notice to
      Tenant shall designate a real estate appraiser, who shall act on Landlord’s
      behalf in the determination of the Prevailing Market Rate. Within fifteen (15)
      days of the selection of Landlord’s appraiser, the two appraisers shall render a
      joint written determination of the Prevailing Market Rate. If the two appraisers
      are unable to agree upon a joint written determination within said fifteen
      (15)
      day period, the two appraisers shall select a third appraiser meeting the
      qualifications stated below. If the three (3) appraisers are unable to agree
      upon the Prevailing Market Rate within fifteen (15) days following the
      appointment of the third appraiser, then each appraiser shall separately
      determine the Prevailing Market Rate, they shall average the two (2) closest
      figures, and within three (3) days after the expiration of such fifteen (15)
      day
      period, the appointed third appraiser shall notify Landlord and Tenant of such
      averaged determination of the Prevailing Market Rate, which averaged
      determination shall be binding upon both

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Landlord
      and Tenant. In the event that one of the three appraised Prevailing Market
      Rates
      is equidistant between the highest and the lowest, then notwithstanding the
      foregoing sentence, there shall be no averaging, and the equidistant Prevailing
      Market Rate shall be the final arbitrated rate. In the event that the appraisal
      process has not been completed prior to the commencement of the 3rd
      Floor
      Space Second Extension Term, then upon commencement of the 3rd
      Floor
      Space Second Extension Term, and until the appraisal process is completed (the
      “Interim Period”), Tenant shall pay Landlord monthly Base Rental equal to the
      Base Rental for the immediately preceding Lease year, until the increase in
      the
      Base Rental is determined by such process as provided herein; provided, however,
      that such payments made during the Interim Period shall be subject to adjustment
      based upon the results of such process. If, as a result of such appraisal
      process, it is determined that Tenant has underpaid Base Rental during the
      Interim Period, then such underpaid Base Rental shall be due from Tenant to
      Landlord within fifteen (15) days after expiration of the Interim Period. If,
      as
      a result of such appraisal process, it is determined that Tenant has overpaid
      Base Rental during the Interim Period, then such overpaid Base Rental shall
      be
      credited to Tenant’s next payment(s) of Base Rental falling due under this
      Lease. All appraisers selected in accordance with this subparagraph shall have
      at least ten (10) years prior experience in the metropolitan Tampa, Florida
      commercial leasing market and shall be members of the American Institute of
      Real
      Estate Appraisers or similar professional organization. If either Landlord
      or
      Tenant fails or refuses to select an appraiser, the other appraiser shall alone
      determine the Prevailing Market Rate. Landlord and Tenant agree that they shall
      be bound by the determination of Prevailing Market Rate pursuant to this
      subparagraph for the 3rd
      Floor
      Space Second Extension Term. Within ten (10) days of the determination of the
      Prevailing Market Rate, the parties shall enter into an amendment to the Lease
      setting forth the Prevailing Market Rate and other applicable terms relating
      to
      Tenant’s exercise of the 3rd
      Floor
      Space Extension Option. Landlord shall bear the fee and expenses of its
      appraiser and Tenant shall bear the fee and expenses of its appraiser. Each
      of
      the parties shall bear one-half (1/2) of the third appraiser’s fee.

     

    
      	e.  	
              3rd
                Floor Space Termination Option.
                Notwithstanding
                anything to the contrary contained in the Lease, provided Tenant
                is not
                then in default under the Lease, Tenant shall have the continuing
                option
                (the “3rd
                Floor Space Termination Option”) to terminate the Lease for the
                3rd
                Floor Space effective as of the commencement date of Tenant’s lease of the
                First Offer Space (as hereinafter defined) (the “3rd
                Floor Space Termination Date”) if Tenant has then leased a minimum of
                28,000 square feet of Net Rentable Area pursuant to the Right of
                First
                Offer (as hereinafter defined) by providing Landlord with written
                notice
                of such 3rd
                Floor Space Termination Option election (the “3rd
                Floor Space Termination Notice”). Such 3rd
                Floor Space Termination Notice shall be effective only if it is given
                to
                Landlord on or before the date which is thirty (30) days after the
                date of
                Tenant’s exercise of the Right of

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        	  	
                First
                  Offer but in no event later than November 30, 2007 (the “3rd
                  Floor Space Termination Notice Deadline”), it being the intent that so
                  long as Tenant has leased at least 28,000 square feet of Net Rentable
                  Area
                  (whether pursuant to one or more exercises of the Right of First
                  Offer and
                  even if Tenant has previously leased at least 28,000 square feet
                  of Net
                  Rentable Area pursuant to the Right of First Offer but elected
                  not to then
                  exercise this 3rd
                  Floor Space Termination Option) Tenant can terminate the Lease
                  for the
                  3rd
                  Floor Space with notice given at any time prior to the 3rd
                  Floor Space Termination Notice Deadline; accordingly, if Tenant
                  has not
                  given its 3rd
                  Floor Space Termination Notice to Landlord prior to the 3rd
                  Floor Space Termination Notice Deadline, this 3rd
                  Floor Space Termination Option shall expire and be of no further
                  force or
                  effect, and Tenant shall have no right or option to terminate the
                  Lease
                  for the 3rd
                  Floor Space pursuant to this paragraph at any time after the 3rd
                  Floor Space Termination Notice Deadline. As a condition precedent
                  to any
                  termination of the Lease for the 3rd
                  Floor Space pursuant to the provisions of this paragraph, Tenant
                  must have
                  delivered to Landlord, within thirty (30) days of its 3rd
                  Floor Space Termination Notice, an amount equal to the unamortized
                  portion
                  (amortized at ten percent (10%) per annum) of the 3rd
                  Floor Space Allowance and leasing commissions relating to the
                  3rd
                  Floor Space for the 3rd
                  Floor Space Extension Term. It is hereby acknowledged that any
                  such amount
                  required to be paid by Tenant in connection with such early termination
                  of
                  the 3rd
                  Floor Space is not a penalty but a reasonable pre-estimate of the
                  damages
                  which would be incurred by Landlord as a result of such early termination
                  of the Lease for the 3rd
                  Floor Space (which damages are impossible to calculate more precisely)
                  and, in that regard, constitutes liquidated damages with respect
                  to such
                  loss. Tenant shall continue to be liable for its obligations under
                  the
                  Lease for the 3rd
                  Floor Space to and through the 3rd
                  Floor Space Termination Date, including, without limitation, Additional
                  Rent that accrues pursuant to the terms of the Lease, with all
                  of such
                  obligations surviving the early termination of the Lease for the
                  3rd
                  Floor Space. The rights granted to Tenant under this paragraph
                  are
                  personal to Tenant, and in the event of any assignment of the Lease
                  or
                  sublease by Tenant of more than one-third (1/3rd)
                  of the Premises as then leased by Tenant, this 3rd
                  Floor Space Termination Option shall thenceforth be void and of
                  no further
                  force or effect.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

    

    
      	5.  	
              Right
                of First Offer.
                

            


    

     

    Subject
      only to the rights of existing tenants in the Building and to the
      renewal and/or expansion of Somerset Pharmaceuticals (whether pursuant to an
      existing right or as the result of an agreement between Landlord and Somerset
      Pharmaceuticals) on the fourth (4th)
      floor
      of the Building, prior to execution of a new lease
      or
      amendment of an existing lease for all or any portion of the space on the third
      (3rd),
      fourth
      (4th)
      and
      sixth (6th)
      floors
      of the Building (the “First Offer Space”) which shall become available for lease
      on or before April 1, 2011, and so long as Tenant is not then in default under
      the Lease past any applicable notice and cure periods, Landlord will notify
      Tenant (“Landlord’s Notice”) not sooner than nine (9) months prior to, and not
      later than four (4) months prior to, the date that such First Offer Space is
      to
      become available of the terms and conditions (the “Right of First Offer”) upon
      which it would be willing to lease that portion of the First Offer Space to
      Tenant, the rental rate for which shall be the Prevailing Market
      Rate.

     

    Tenant
      shall have fourteen (14) days after receipt of Landlord’s Notice to notify
      Landlord in writing whether Tenant will lease that portion of the First Offer
      Space upon such terms and conditions set forth in such Landlord’s Notice. If
      Tenant elects to lease the portion of the First Offer Space and accepts the
      terms contained in Landlord’s Notice, Landlord and Tenant will execute an
      amendment to the Lease adding such First Offer Space to the Premises within
      ten
      (10) days after the parties have agreed to the terms of such lease including
      the
      determination of the Prevailing Market Rate. If Tenant does not deliver its
      notice of intent to lease such First Offer Space or elects not to lease such
      First Offer Space within such 14-day period, then this Right of First Offer
      to
      lease that portion of the First Offer Space will lapse and be of no further
      effect and Landlord will have the right to lease such First Offer Space to
      any
      third party on the same or any other terms and conditions, whether or not such
      terms and conditions are more or less favorable than those offered to Tenant;
      provided, however, if Landlord has not leased the applicable First Offer Space
      to a third party within one hundred twenty (120) days after Tenant has elected
      not to, or has been deemed to have elected not to, lease the First Offer Space,
      then this Right of First Offer will once again apply to such First Offer Space.
      The right granted to Tenant under this paragraph is personal to Tenant, and
      in
      the event of any assignment of the Lease or sublease by Tenant of more than
      one-third (1/3rd)
      of the
      Premises as then leased by Tenant, this Right of First Offer to lease all or
      any
      portion of the First Offer Space shall thenceforth be void and of no further
      force and effect.

     

    Notwithstanding
      the foregoing, Tenant and Landlord agree to negotiate in good faith the terms
      of
      the Lease for the First Offer Space during the foregoing fourteen (14) day
      period from the date of Landlord’s Notice. If Landlord and Tenant, acting in
      good faith, have not, within thirty (30) days after such exercise, agreed upon
      the Prevailing Market Rate and executed an amendment to the Lease, then Landlord
      and Tenant shall determine the Prevailing Market Rate using the same method
      as
      set forth in Section 4(c) above. Upon exercise of the Right of First Offer
      and
      determination of the Prevailing Market Rate, the Lease as to the portion of
      the
      First

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Offer
      Space to be added to the Premises shall be coterminous with the 4th
      Floor
      Space and 5th
      Floor
      Space Extension Term, and Tenant’s payment of Base Rental for the First Offer
      Space then leased shall commence two (2) months after that portion of the First
      Offer Space becomes available for lease as set forth in Landlord’s
      Notice.

     

    
      	6.  	
              Parking.
                From and after the 6th
                Floor Expansion Space Effective Date, in addition to the reserved
                parking
                spaces currently being provided to Tenant and as part of the five
                (5)
                parking spaces per 1,000 square feet of Net Rentable Area leased
                by
                Tenant, Tenant shall have the right to use one (1) covered, reserved
                parking space for each additional 4,500 square feet of Net Rentable
                Area
                of any expansion space leased by Tenant hereunder and in the future
                at no
                additional cost, in accordance with the terms and provisions of
                Paragraph 15 of the Lease.

            


    

     

    
      	7.  	
              Extension
                Option; Reduction Option.

            


    

     

    
      	(a)  	
              Extension
                Option.
                So
                long as this Lease is then in full force and effect and Tenant is
                not in
                default in the performance of any of the covenants or terms and conditions
                of this Lease beyond applicable notice and cure periods at the time
                of
                notification to Landlord or at the time of commencement of the Extension
                Period, as that term is hereinafter defined, Tenant shall have the
                option
                (the “Extension Option”) to extend the Term for the entire Premises for
                one (1) additional period of five (5) years (the “Extension Period”), at
                the then Prevailing Market Rate (as defined in Paragraph 4d above).
                Tenant
                shall provide Landlord with written notice (the “Extension Notice”) twelve
                (12) months prior to the expiration of the 4th
                Floor Space and 5th
                Floor Space Extension Term (i.e., on or before April 1, 2013) of
                its
                desire to further extend the Term of the Lease. If Tenant fails to
                timely
                provide the Extension Notice to Landlord, Tenant’s extension of the Term
                shall be null and void and the Lease shall expire on the then scheduled
                expiration date. The Prevailing Market Rate shall be determined in
                accordance with the procedures set forth in Paragraph 4d
                above.

            


    

     

    
      	(b)  	
              Reduction
                Option.
                At the time Tenant gives Landlord its Extension Notice, Tenant shall
                also
                be entitled to notify Landlord of its intent to reduce the Net Rentable
                Area of the Premises by up to twenty-five percent (25%). If Tenant
                elects
                to extend the Term of the Lease and reduce the Net Rentable Area
                of the
                Premises by up to 25%, then such portion to be extended must consist
                of
                contiguous full floor space and, if Tenant already leases space on
                a
                multi-tenant floor, then Tenant may continue to lease all such existing
                multi-tenant space. In the event Tenant does not lease space on a
                multi-tenanted floor and Tenant desires to extend the Term of the
                Lease
                with respect to a partial floor, then so long as Tenant also extends
                the
                Term of the Lease with respect to a contiguous full floor, Tenant
                shall
                have the right to extend the Term with respect to a portion of a
                full
                floor. Such portion shall be at least 5,000 rentable square feet,
                shall be
                of a size and configuration otherwise approved by Landlord, and Tenant
                shall be 

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                solely
                  responsible for all costs to demise the Premises and convert such
                  floor to
                  a multi-tenanted floor including, without limitation, construction
                  of
                  multi-tenant corridors designated by Landlord and causing the common
                  area
                  finishes including elevator lobby finishes to be the same as the
                  other
                  multi-tenanted floors in the Building.


              


      

       

    

    
      	8.  	
              Other
                Amendments.
                Special Stipulation No. 2 of Exhibit F to the Lease (Renewal Option)
                and
                Paragraph 8 (Extension Option) of the Second Amendment are hereby
                deleted
                and of no further force or effect.

            


    

     

    
      	9.  	
              Contingency.
                The parties’ rights and obligations hereunder as they pertain to the
                6th
                Floor Expansion Space only are contingent upon Landlord entering
                into an
                amendment with CommerceQuest, Inc. (“CommerceQuest”) whereby CommerceQuest
                will relinquish its rights to the 6th
                Floor Expansion Space. If such amendment is not executed on or before
                December 31, 2003, then the parties’ rights and obligations hereunder with
                respect to the 6th
                Floor Expansion Space only shall be null and void and of no further
                force
                or effect.

            


    

     

    
      	10.  	
              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,
                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 6th
                Floor Expansion Space or claiming to have caused Tenant to enter
                into this
                Amendment. 

            


    

     

    
      	11.  	
              Notices.
                The Lease Summary regarding the notice address of Landlord shall
                be
                amended to provide that the notice address of Landlord is, and all
                notices
                to Landlord shall be sent as
                follows:

            


    

     

    Notices
      to Landlord:

    


    Crescent
      Brookdale Associates, LLC

    400
      South
      Tryon Street

    Suite
      1300

    Charlotte,
      North Carolina 28202

    Attn:
      Regional Vice President

    


    With
      a
      copy to:

    


    Crescent
      Brookdale Associates, LLC

    2202
      N.
      Westshore Boulevard, Suite 115

    Tampa,
      Florida 33607

    Attention:
      Property Manager

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        	  	
                In
                  addition, the Lease Summary regarding the notice address of Tenant
                  shall
                  be amended to provide (i) that the notice address of Tenant shall
                  be the
                  Premises, Attention, Real Estate Manager and the attention name
                  of Bob
                  Merritt is hereby deleted, with a copy sent to the Premises, Attention:
                  General Counsel.

              


      

       

    

    
      	12.  	
              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
                term.

            


    

     

    
      	13.  	
              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.

            


    

     

    
      	14.  	
              Capitalized
                Terms.
                All capitalized terms used herein and not otherwise defined herein
                shall
                have the meanings ascribed to them in the Lease.
                

            


    

     

    
      	15.  	
              Headings.
                The headings used herein are provided for convenience only and are
                not to
                be considered in construing this
                Amendment.

            


    

     

    
      	16.  	
              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.

     

    


     

    [Remainder
      of Page Intentionally Blank]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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/
                Robert Turner	 	Name:	Fred H.
                Henritze
	 	 	 	 	 
	Print Name:	Robert Turner	 	Title:	Executive
                Vice
                President
	 	 	 	 	 
	
              	
              	 	
              	 
	 	 	 	 	 
	 	 	 	TENANT:
	 	 	 	 	 
	Signed, sealed and delivered	 	OUTBACK
                STEAKHOUSE, INC., 
	in the presence of:	 	a Delaware corporation 
	 	 	 	 	 
	/s/
                Karen Bremer 	 	 	 
	 	 	 	 	 
	Print Name: 	Karen
                Bremer 	 	By: 	/s/ Carl
                W.
                Sahlsten 
	 	 	 	 	 
	/s/
                Tracy Delatore 	 	Name:	Carl W.
                Sahlsten 
	 	 	 	 	 
	Print Name: 	Tracy
                Delatore 	 	Title:	Vice
                President 
	 	 	 	 	 


      

       

    

     

     

    14