Exhibit 10.04 Amended Speedway Bonds


    Exhibit
      10.04

     

    AMENDMENT
      TO BOND DOCUMENTS AND SUPPLEMENTAL INDENTURE

     

    The
      Huntington National Bank, Fifth Third Bank and
      PNC
      Bank, National Association
      (individually and collectively, "Holders") and Kentucky
      Speedway, LLC (“Debtor”),
      The
      Huntington National Bank, Trustee,
      (“Trustee”), County
      of Gallatin, Kentucky
      (“Issuer”), and OSI
      Restaurant Partners, Inc., Richard L. Duchossois, Richard T. Farmer, Jerry
      L.
      Carroll, John R. Lindahl, Larry
      T. Thrailkill,
      Trustee
      of the Deepwater Trust dated as of February 28, 2002, and John
      R. Lindahl,
      Trustee
      of The Blue Water Trust dated as of August 1, 2002 (individually and
      collectively “Guarantors”) hereby agree as follows effective as of June
      30, 2006 ("Effective Date"):

     

    
      	1.  	
              Recitals.
                

            


    

     

    
      	1.1  	
              The
                Holders are the owners of the $56,500,000 County of Gallatin, Kentucky
                Taxable Adjustable Rate Industrial Building Bonds, Series 1999, (Kentucky
                Speedway Park Project), $3,500,000 Gallatin County, Kentucky Public
                Properties Corporation First Mortgage Revenue Bonds Series 1999 and
                $8,000,000 County of Gallatin, Kentucky Taxable Adjustable Rate Industrial
                Building Bonds, Series 1999, (Kentucky Speedway Park Project)
                (individually and collectively, “Bonds”) issued by the Issuer and under
                which the Debtor is obligated.

            


    

     

    
      	1.2  	
              The
                Trustee is the trustee for the Bonds, which were issued by the
                Issuer.

            


    

     

    
      	1.3  	
              The
                Guarantors are guarantors under an Amended and Restated Guarantee
                of even
                date herewith relating to the
                Bonds.

            


    

     

    
      	1.4  	
              The
                parties hereto desire to amend the Bonds and all documents executed
                in
                connection with the Bonds (“Bond Documents”) as provided herein.
                Capitalized terms used herein and not otherwise defined herein will
                have
                the meanings given such terms in the Bonds and the Bond
                Documents.

            


    

     

    
      	2.  	
              Amendment.
                The Bonds and the Bond Documents are amended to provide as
                follows:

            


    

     

    
      	2.1  	
              The
                “Bond Purchase Date” (the dates on which the Holders may require the
                Debtor to purchase Bonds) is changed from December 1, 2005 and on
                each
                Interest Payment Date thereafter to June 1, 2011 and on each Interest
                Payment Date thereafter.

            


    

     

    
      	2.2  	
              Beginning
                on the Effective Date, Interest on the Bonds will be calculated as
                follows:

            


    

     

    For
      Bonds, the interest on which is includable in gross income for federal income
      tax purposes, the interest rate will be LIBOR plus 75 basis points. For Bonds,
      the interest on which is excludable from gross income for federal income tax
      purposes, the interest rate will be LIBOR plus 75 basis points multiplied by
      75%. 

     

    
      
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      	2.3  	
              The
                Fixed Charge Coverage Ratio covenant is deleted and replaced by the
                following :

            


    

     

    Debtor
      will maintain a FCC equal to or greater than 1.00 to 1.00, to be measured
      quarterly on a rolling four-quarter basis. For purposes of calculating the
      FCC,
      the principal payment of $1,700,000 made on the Bonds in December of 2005 will
      be ignored.

     

    
      	2.4  	
              If
                the Debtor’s FCC is less than 1.00 to 1.00, the Guarantors will contribute
                to Debtor as equity or subordinated debt (“Capital Contribution”) on a
                several basis, cash sufficient to cause the FCC to be equal to or
                greater
                than 1.00 to 1.00. Such Capital Contribution will be contributed
                within 10
                Business Days of the scheduled due date of Debtor’s quarterly financial
                statements under the Bond Documents and Debtor will promptly furnish
                the
                Holders proof, reasonably satisfactory to the Holders, of such Capital
                Contribution. All subordinated debt will be in form and substance
                acceptable to the Trustee. The obligations to make Capital contributions
                of the Guarantors are the following percentages of any
                shortfall:

            


    

     

     

    
      	
              OSI
                Restaurant Partners, Inc.

               

            	
               27.78%

               

            	 
	
              Richard
                L. Duchossois

               

            	
               27.78%

               

            	 
	
              Richard
                T. Farmer

               

            	
               27.78%

               

            	 
	
              Jerry
                L. Carroll 

               

            	
               8.33%

               

            	 
	
              John
                R. Lindahl

              Larry
                T. Thrailkill, Trustee of the Deepwater Trust

              dated
                as of February 28, 2002, and John R.
                Lindahl,

              Trustee
                of The Blue Water Trust dated as of August 1, 

              2002,
                jointly and severally as to such 8.33%

            	
               8.33%

               

               

               

            	 


    

     

    The
      obligations of the Guarantors to make Capital Contributions are in
      addition
      to their
      obligations under their Guarantee of even date herewith.

     

    
      	2.5  	
              The
                minimum liquidity covenant added in the Amendment to Bond Documents
                and
                Supplemental Indenture dated as of June 1, 2002 is
                deleted.

            


    

     

    
      	2.6  	
              For
                all purposes under the Bonds and Bond Documents, Fifth Third Bank
                will be
                deemed an Original Purchaser.

            


    

     

    
      	2.7  	
              Section
                15.7 of the Lease Agreement is amended to add the following at the
                end of
                15.7 (a) (quarterly financial
                statements):

            


    

     

    ,
      such
      financial statements to be accompanied by a compliance certificate in form
      and
      substance satisfactory to the Original Purchasers

     

    
      
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    demonstrating
      compliance with the financial covenants contained in the documents executed
      in
      connection with the Bonds.

     

    
      	2.8  	
              Section
                15.7 of the Lease Agreement is amended to add the following at its
                end:

            


    

     

    (e)
      By
      March 31 of each year, annual financial statements of each of the Guarantors
      for
      the preceding calendar year along with documentation establishing the liquidity
      of each of the Guarantors, all in form and detail reasonably acceptable to
      the
      Trustee and the Original Purchaser.

     

    
      	2.9  	
              Mandatory
                sinking fund redemptions of the Series 1999 Bonds and the Additional
                Bonds
                for 2006, 2007 and 2008 totaling $5,950,000 are waived. The mandatory
                sinking fund redemptions are changed to the
                following:

            


    

     

    
      	
              Year
                of

              Redemption

            	
              Principal
                To Be Redeemed

            
	
              2003

            	
              $1,450,000

            
	
              2004

            	
              $1,550,000

            
	
              2005

            	
              $1,700,000

            
	
              2006

            	
              $
                -

            
	
              2007

            	
              $
                -

            
	
              2008

            	
              $
                -

            
	
              2009

            	
              $1,800,000

            
	
              2010

            	
              $2,000,000

            
	
              2011

            	
              $2,700,000

            
	
              2012

            	
              $2,950,000

            
	
              2013

            	
              $3,200,000

            
	
              2014

            	
              $3,450,000

            
	
              2015

            	
              $3,750,000

            
	
              2016

            	
              $4,050,000

            
	
              2017

            	
              $4,400,000

            
	
              2018

            	
              $4,750,000

            
	
              2019

            	
              $5,150,000

            
	
              2020

            	
              $5,575,000

            
	
              2021

            	
              $6,000,000

            
	
              balloon

            	
              $10,025,000

            
	
              TOTAL

            	
              $64,500,000.00

            


    

     

    
      	3.  	
              Representations
                and Warranties.
                To induce the parties to enter into this Amendment, Debtor represents
                and
                warrants as follows:

            


    

     

    
      	3.1  	
              The
                representations and warranties of Debtor contained in the Bond Documents
                are deemed to have been made again on and as of the date of execution
                of
                this Amendment. 

            


    

     

    
      
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      	3.2  	
              No
                Event of Default (as such term is defined in the Bond Documents)
                or event
                or condition which with the lapse of time or giving of notice or
                both
                would constitute an Event of Default exists on the date
                hereof.

            


    

     

    
      	3.3  	
              Debtor
                represents and warrants that Debtor has no claims, counterclaims,
                setoffs,
                actions or causes of actions, damages or liabilities of any kind
                or nature
                whatsoever whether at law or in equity, in contract or in tort, whether
                now accrued or hereafter maturing (collectively, "Claims") against
                the
                Holders, the Trustee or the Issuer, their direct or indirect parent
                corporations or any direct or indirect affiliates of such parent
                corporations, or any of the foregoing's respective directors, officers,
                employees, agents, attorneys and legal representatives, or the heirs,
                administrators, successors or assigns of any of them (collectively,
                "Bond
                Parties") that directly or indirectly arise out of, are based upon
                or are
                in any manner connected with any Prior Related Event. As an inducement
                to
                the parties to enter into this Agreement, Debtor on behalf of itself,
                and
                all of its successors and assigns hereby knowingly and voluntarily
                releases and discharges all Bond Parties from any and all Claims,
                whether
                known or unknown, that directly or indirectly arise out of, are based
                upon
                or are in any manner connected with any Prior Related Event. As used
                herein, the term "Prior Related Event" means any transaction, event,
                circumstance, action, failure to act, occurrence of any sort or type,
                whether known or unknown, which occurred, existed, was taken, permitted
                or
                begun at any time prior to the Effective Date or occurred, existed,
                was
                taken, was permitted or begun in accordance with, pursuant to or
                by virtue
                of any of the terms of the Bond Documents or any documents executed
                in
                connection with the Bond Documents or which was related to or connected
                in
                any manner, directly or indirectly to the extension of credit represented
                by the Bond Documents.

            


    

     

    
      	4.  	
              Waiver.

            


    

     

    
      	4.1  	
              Trustee
                waives the late delivery of the 2005 annual financial statements
                required
                by Section 15.7(b) of the Lease. Tenant will furnish those statements
                on
                or before July 31, 2006.

            


    

     

    
      	4.2  	
              Trustee
                waives the breach of the FCC covenant that occurred as of March 31,
                2006
                and failure by the Guarantors to make the required Capital Contribution
                of
                $1,533,000 due within 10 days of March 31, 2006. The Guarantors will
                make
                such Capital Contributions on or before the Effective Date and provide
                Trustee with evidence of the same.

            


    

     

    
      	4.3  	
              The
                waivers set forth in Section 4.1-4.2, above, will relate only to
                the
                specific matters covered by such Sections and in no event will Trustee
                be
                under any obligation to provide additional waivers with regard to
                those
                items or any other provisions of the Bond
                Documents.

            


    

     

    
      	5.  	
              General.

            


    

     

    
      
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      	5.1  	
              Except
                as expressly modified herein, the Bond Documents, as amended, are
                and
                remain in full force and effect.

            


    

     

    
      	5.2  	
              Nothing
                contained herein will be construed as waiving any default or Event
                of
                Default under the Bond Documents or will affect or impair any right,
                power
                or remedy of Holders under or with respect to the Bond Documents,
                as
                amended, or any agreement or instrument guaranteeing, securing or
                otherwise relating to any of the
                Bonds

            


    

     

    
      	5.3  	
              All
                representations and warranties made by Debtor herein will survive
                the
                execution and delivery of this
                Amendment.

            


    

     

    
      	5.4  	
              This
                Amendment may be executed in one or more counterparts and will be
                binding
                upon and inure to the benefit of the parties and their respective
                successors and assigns. 

            


    

     

    
      	5.5  	
              Debtor
                will pay Holders a fee in the amount of $25,000 to be shared pro
                rata by
                the Holders and Holders' attorneys’ fees in connection with this
                Amendment. 

            


    

     

    
      	5.6  	
              This
                Amendment will in all respects be governed and construed in accordance
                with the laws of the Commonwealth of
                Kentucky.

            


    

     

    
      	5.7  	
              A
                copy of this Amendment will be attached to the Bonds as an
                allonge.

            


    

     

    
      
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    [Signature
      Pages to Amendment to Bond Documents and Supplemental
      Indenture]

     

    Executed
      as of the Effective Date. 

     

    PNC
      Bank, National Association

               

    
      
        	 	 By: 
                /s/ Kristina McAneny__________
	 	 Print
                Name: /s/ Kristina McAneny____
	 	 Title: 
                Vice President______________


      

       

    

    Fifth
      Third Bank

    
      


      
        
          	 	 By: 
                  /s/ Christopher R. Ramos_______
	 	 Print
                  Name: /s/ Christopher R. Ramos_
	 	 Title: 
                  Vice
                  President______________


        

      

    

    


    The
      Huntington National Bank

    
      


      
        
          	 	 By: 
                  /s/ Shelly Rizzo_______________
	 	 Print
                  Name: /s/ Shelly Rizzo_________
	 	 Title: 
                  Vice President______________


        

         

      

    

    The
      Huntington National Bank, Trustee

    

      
        
          	 	 By: 
                  /s/ Ruth Sowers_______________
	 	 Print
                  Name: /s/ Ruth Sowers_________
	 	 Title: Trust
                  Officer________________


        

      

    

     

    County
      of Gallatin, Kentucky

     

    
      
        
          
            	 	 By: 
                    /s/ George W. Zubaty___________
	 	 Print
                    Name: /s/ George W. Zubaty_____
	 	 Title: Judge/Executive______________


          

        

      

    

    


    Kentucky
      Speedway, LLC

    
       

      
        
          
            
              
                	 	 By: 
                        /s/ Jerry L. Carroll_____________
	 	 Print
                        Name: /s/ Jerry L. Carroll_______
	 	 Title: Manager___________________


              



          

        

      

    

    
    

    
      
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    [Signature
      Pages to Amendment to Bond Documents and Supplemental
      Indenture]

     

    OSI
      Restaurant Partners, Inc.

     

    By:  
      /s/ Dirk Montgomery________________________

    Print
      Name:  /s/ Dirk Montgomery__________________

    Title:
      Sr. VP - CFO_____________________________

    


     

    /s/
      Richard L. Duchossois________

    Richard
      L
      Duchossois     

    


    


    /s/ Richard T. Farmer___________

    Richard
      T. Farmer

    


    


    /s/ Jerry L. Carroll______________

    Jerry
      L.
      Carroll 

    


    


    /s/ John R. Lindahl______________

    John
      R.
      Lindahl

    


    


    /s/ John R. Lindahl______________

    John
      R.
      Lindahl, Trustee of The Blue 

    Water
      Trust dated as of August 1, 2002

    


     

    /s/ Larry T. Thrailkill_____________

    Larry
      T.
      Thrailkill, Trustee of the 

    Deepwater
      Trust dated as of February 28, 2002

    


    


    [Attach
      Notary ]

    


    
      
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    COMMONWEALTH
      OF KENTUCKY)

    )
        SS:

    COUNTY
      OF
      ____________ )

    


     

    The
      foregoing instrument was acknowledged before me, a notary public,
      this 28  day
      of
June,
      2006 by
Jerry L. Carroll,
      the
      duly authorized officer of Kentucky
      Speedway, LLC,
      on
      behalf of such limited liability company.

    
 

     

    Notary
      Public 

    My
      commission expires:    

    


     

    STATE
      OF
      _____________ )

    )
      SS:

    COUNTY
      OF
      ____________ )

    


     

    The
      foregoing instrument was acknowledged before me, a notary public,
      this 29th
      day of
June,
      2006 by
Dirk A. Montgomery,
      the
      duly authorized officer of OSI
      Restaurant Partners, Inc.,
      on
      behalf of such corporation.

     

     

     

    Notary
      Public 

    My
      commission expires:  

    


     

    STATE
      OF
      ______________ )

    )
      SS:

    COUNTY
      OF
      ____________)

    


     

    The
      foregoing instrument was acknowledged before me, a notary public, this
29th day
      of June,
      2006 by
Richard
      L Duchossois.

     

     

     

    Notary
      Public

    My
      commission expires:  

     

    
      
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    STATE
      OF
      ______________ )

    )
      SS:

    COUNTY
      OF
      ____________)

    


     

    The
      foregoing instrument was acknowledged before me, a notary public, this
28th  day
      of
June,
      2006 by
Richard
      T. Farmer.

    


     

     

    Notary
      Public

    My
      commission expires:  

    


     

    STATE
      OF
      ______________ )

    )
      SS:

    COUNTY
      OF
      ____________)

    


     

    The
      foregoing instrument was acknowledged before me, a notary public, this
28  day
      of
June,
      2006 by
Jerry
      L. Carroll.

     

    


     

     

    Notary
      Public

    My
      commission expires:  

    


     

    STATE
      OF
      ______________ )

    )
      SS:

    COUNTY
      OF
      ____________)

    


     

    The
      foregoing instrument was acknowledged before me, a notary public, this
28th  day
      of
June,
      2006 by
John
      R. Lindahl, individually
      and as Trustee of The Blue Water Trust dated as of August 1, 2002.

     

     

    Notary
      Public

    My
      commission expires:  

     

    
      
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    STATE
      OF
      ______________ )

    )
      SS:

    COUNTY
      OF
      ____________)

    


     

    The
      foregoing instrument was acknowledged before me, a notary public, this
28th day
      of June,
      2006 by
Larry
      T. Thrailkill,
      as
      Trustee of the Deepwater Trust dated as of February 28, 2002.

    .

     

    


     

     

    Notary
      Public

    My
      commission expires:

     

     

     

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