Exhibit 10.05 Amended Speedway Guarantee


    
      Exhibit
        10.05

       

      Amended
        and Restated

       

      LIMITED
        GUARANTEE

       

      To
        induce
The
        Huntington National Bank, Fifth Third Bank and
        PNC
        Bank, National Association
        (individually and collectively, "Holder") to hold $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) dated October
        2,
        2000 (individually and collectively, “Bonds”) issued for the benefit of Kentucky
        Speedway, LLC ("Debtor"), and other good and valuable consideration, the
        receipt
        of which is acknowledged, the following (individually and collectively,
“Guarantor”), subject to the limits set forth below, hereby unconditionally
        guarantee to The
        Huntington National Bank, Trustee,
        (“Trustee”) as trustee under the indentures executed in connection with the
        Bonds, the prompt payment of the following (hereinafter collectively referred
        to
        as the "Obligations"): all advances, debts, liabilities and obligations owing
        to
        Trustee or Trustee or any of Trustee or Trustee’s assignees, from Debtor of any
        kind or nature, present or future, arising under: (a) the Agreement of Lease
        dated as of December 1, 1999 between Debtor and the County of Gallatin Kentucky
        executed in connection with the Bonds, (b) the Payment Agreement dated as
        of
        December 1, 1999 between Debtor, Gallatin County, Kentucky Public Properties
        Corporation and Gallatin County, Kentucky executed in connection with the
        Bonds,
        and (c) any of the following relating to the Bonds and entered into with
        the
        Trustee or any Holder: any International Swaps and Derivatives Association
        Master Agreement ("Master Agreement"), and including each Transaction (as
        such
        term is defined in the Master Agreement), as confirmed in the applicable
        confirmation of each such Transaction, any obligation of Debtor to Trustee,
        any
        Holder or any affiliate of Trustee or any Holder under any other interest
        rate
        swap, cap, collar, floor, option, forward, or other type of interest rate
        protection, foreign exchange or derivative transaction agreement, all whether
        now existing or hereafter arising; and as to all of the foregoing, including
        any
        amendments, modifications, supplements or superceding documents to each of
        the
        foregoing; and all charges, expenses, fees, including but not limited to
        reasonable attorneys' fees, and any other sums chargeable to Debtor under
        any of
        the Obligations or incurred in collecting on this Guarantee. Capitalized
        terms
        used herein and not otherwise defined herein will have the meanings given
        such
        terms in the documents executed in connection with the Bonds. 

       

      This
        Guarantee amends and restates that certain Limited Guarantee dated as of
        October
        2, 2000 from the Guarantor to the Trustee relating to the Bonds.

       

      	1.  	
              Extent
                of Guarantee and Limitations Thereto.

            


       

      	1.1  	
              The
                maximum several aggregate liability recoverable from each Guarantor
                hereunder (the "Maximum Amount") will be limited to : (i) fees, costs
                and
                expenses due pursuant to Section 7 hereof with respect to such Guarantor,
                (ii) plus accrued and unpaid interest on the Bonds on a prorata basis
                for
                each Guarantor based on such Guarantor’s percentage of the Principal
                Amounts listed below, (iii) 

            


       

      
        
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      plus
        the following amounts, calculated as of the date that Trustee
        accelerates all or any part of the Obligations (“Principal Amounts”) 

       

      
        	
                 OSI Restaurant Partners, Inc.

                 

              	
                 $17,584,740

                 

              
	
                 Richard L. Duchossois

                 

              	
                 $17,584,740

                 

              
	
                 Richard T. Farmer

                 

              	
                 $17,584,740

                 

              
	
                 Jerry L. Carroll

                 

                 

                 

              	
                 $5,272,890

                 

                 

                 

              
	
                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 $5,272,890

              	
                 $5,272,890

                 

                 

                 

                 

              



       

      The
        Principal Amounts will reduce by any scheduled principal payments made on
        the
        Bonds plus by any prepayments made on the Bonds prior to any acceleration
        thereof.

       

      	1.2  	
              For
                purposes of this Guarantee, the amount of liability of Guarantor
                hereunder
                will be determined with reference to the amount of the Obligations
                calculated as of the date that Trustee accelerates all or any part
                of the
                Obligations, without reference to subsequent reductions thereof by
                reason
                of Trustee's collection upon or realizing upon any collateral for
                the
                Obligations (except that in no circumstances will Trustee be entitled
                to
                recover from Debtor and Guarantor, collectively, an aggregate amount
                greater than the entire outstanding amount of the Obligations); provided,
                however, that (i) notwithstanding such Maximum Amount limitation
                the
                several liability of Guarantor hereunder will continue hereunder
                until
                Guarantor has paid the Maximum Amount or until this Guarantee is
                terminated in accordance with Section 2.1, below, and (ii) Guarantor
                agrees and acknowledges that (a) the amount of the Obligations may
                change
                at any time and from time to time may without in any way affecting
                the
                continuing liability of Guarantor hereunder, and (b) Trustee may
                apply any
                payment or other item received in connection with the Obligations
                to such
                of the Obligations and in such order as Trustee elects in its sole
                discretion.

            


       

      	2.  	
              Nature
                of Guarantee, Waivers.

            


       

      	2.1  	
              This
                is a guarantee of payment and not of collection. This is an absolute,
                unconditional, primary, and continuing obligation and will remain
                in full
                force and effect until the first to occur of the following: (i) all
                of the
                Obligations have been indefeasibly paid in full, and Trustee has
                terminated this Guarantee, or each Guarantor has indefeasibly paid
                the
                Maximum Amount in full, whichever occurs first; (ii) 30 days after
                the
                date on which written notice of revocation is actually received by
                Trustee; or (iii) the date on which written notice of the death of
                

            


       

      
        
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                Guarantor
                  is actually received by Trustee. Notwithstanding the foregoing,
                  this
                  Guarantee will terminate as to each Guarantor when such Guarantor
                  has paid
                  to the Trustee the Maximum Amount with respect to such Guarantor.
                  No
                  revocation (whether upon the death of the Guarantor or otherwise)
                  will
                  affect: (i) the then existing liabilities of the revoking Guarantor
                  under
                  this Guarantee; (ii) Obligations created, contracted, assumed,
                  acquired or
                  incurred prior to the effective date of such revocation; (iii)
                  Obligations
                  created, contracted, assumed, acquired or incurred after the effective
                  date of such revocation pursuant to any agreement entered into
                  or
                  commitment obtained prior to the effective date of such revocation;
                  (iv)
                  any Obligations then or thereafter arising under the agreements
                  or
                  instruments then in effect and then evidencing the Obligations;
                  (v)
                  renewals, extensions, consolidations and refinancings of any of
                  the
                  foregoing; (vi) principal, interest, charges, fees, costs or expenses
                  of
                  any kind relating to any of the foregoing then existing or thereafter
                  arising, or (vii) any liabilities of any Guarantor other than the
                  particular Guarantor that issues such notice of revocation (or,
                  in the
                  event of death of a Guarantor, is the subject of such death
                  notice).

              


      

       

      	2.2  	
              This
                Guarantee will not be affected by any delay, failure or omission
                of
                Trustee in exercising any right, power or remedy with respect to
                any of
                the Obligations or any guarantee or other liability or any collateral
                held
                by it for any of the Obligations, by any delay, failure, or omission
                of
                Trustee to take any steps to perfect or maintain its lien or security
                interest in or to preserve its rights to, or insure or protect any
                collateral for any of the Obligations or any guarantee or other liability
                for any of the Obligations. 

            


       

      	2.3  	
              Notice
                of acceptance of this Guarantee, notice of extensions of credit to
                Debtor
                from time to time, notice of default, diligence, presentment, protest,
                demand for payment, notice of demand or protest are hereby waived.
                Trustee
                at any time and from time to time, without the consent of or notice
                to
                Guarantor, and without impairing or releasing, discharging or modifying
                the liabilities of Guarantor hereunder, may in its sole discretion
                (i)
                change the manner, place or terms of payment or performance of or
                interest
                rates on, or change or extend the time of payment or performance
                of, or
                other terms relating to any of the Obligations, (ii) renew, increase,
                substitute, modify, amend or alter, or grant consents or waivers
                relating
                to any of the Obligations, any other guarantees or other liabilities,
                or
                any collateral for any Obligations or guarantees or other liabilities,
                (iii) apply any and all payments from any source whatsoever including
                any
                proceeds of any collateral, to any Obligations of Debtor in any order,
                manner and amount, (iv) deal or refrain from dealing with any person
                or
                entity, in its sole discretion, with respect to any Obligations in
                such
                manner as Trustee deems appropriate, in its sole discretion, and/or
                (v)
                accept, sell, substitute, exchange, compromise, release, surrender,
                offset, realize upon or otherwise deal with in any manner and in
                any order
                any of the Obligations, any guarantee or other liability for any
                of the
                Obligations, or any collateral for any of the Obligations or for
                any
                guarantee or other liability relating to any of the Obligations.
                Irrespective of the taking or refraining from taking of any of the
                foregoing actions, the obligations of Guarantor will remain in full
                force
                and effect and will not be affected, impaired,


            


       

      
        
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                discharged
                  or released in any manner. Trustee in its sole discretion may determine
                  the reasonableness of the period which may elapse prior to the
                  making of
                  demand for any payment upon Debtor and it need not pursue any of
                  its
                  remedies against Debtor, any other guarantor or other person, or
                  any
                  collateral before having recourse against any Guarantor under this
                  Guarantee. 

              


      

       

      	3.  	
              Representations,
                Warranties and Covenants.
                Each Guarantor hereby represents, warrants and covenants as follows
                (all
                of which survive the execution and delivery of
                this Guarantee):

            


       

      	3.1  	
              This
                Guarantee is a legal, valid and binding obligation of Guarantor
                enforceable in accordance with its terms, except as such enforceability
                may be limited by applicable bankruptcy, reorganization, insolvency,
                moratorium or similar laws in effect from time to time affecting
                the
                rights of creditors generally and except as such enforceability may
                be
                subject to general principles of equity (regardless of whether such
                enforceability is considered in a proceeding in law or in
                equity).

            


       

      	3.2  	
              There
                does not now exist any default or violation by it of or under, and
                neither
                the execution, delivery and performance of this Guarantee nor the
                consummation of any of the transactions contemplated hereby will
                result in
                any default or violation, or in the creation of any lien or encumbrance,
                or give rise to any right of termination, amendment, cancellation
                or
                acceleration, of or under, any of the terms, conditions or obligations
                of:
                (i) its (with respect to any Guarantor that is not a natural person)
                articles or certificate of incorporation and regulations or bylaws;
                (ii)
                any note, bond, indenture, mortgage, deed of trust, franchise, permit,
                lease or other agreement or instrument to which it is a party or
                by which
                it or any of its assets is bound; or (iii) any law, regulation, ruling,
                order, injunction, decree, condition or other requirement applicable
                to or
                imposed upon it by any law, court or governmental agency, authority
                or
                other body.

            


       

      	3.3  	
              Guarantor
                is fully aware of the financial condition of Debtor and is executing
                and
                delivering this Guarantee based solely upon Guarantor's own independent
                investigation of all matters pertinent hereto and is not relying
                in any
                manner upon any representation or statement of
                Trustee.

            


       

      	4.  	
              Bankruptcy,
                 etc.
                It
                is specifically understood that any modification, limitation or discharge
                of the Obligations arising out of or by virtue of any bankruptcy,
                reorganization or similar proceeding for relief of debtors under
                federal
                or state law will not affect, modify, limit or discharge the liability
                of
                Guarantor in any manner whatsoever and this Guarantee will remain
                and
                continue in full force and effect and will be enforceable against
                Guarantor to the same extent and with the same force and effect as
                if any
                such proceeding had not been instituted. Guarantor waives all rights
                and
                benefits that might accrue to it by reason of any such proceeding
                and will
                be liable to the full extent hereunder, irrespective of any modification,
                limitation, or discharge of the liability of Debtor that may result
                from
                any such proceeding.

            


       

      	5.  	
              Events
                of Default.

            


       

      
        
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      	5.1  	
              The
                occurrence of any of the following events will be deemed to be an
                "Event
                of Default" under this Guarantee: (i) the filing by or against Debtor
                or
                any Guarantor of a petition in bankruptcy, for a reorganization,
                arrangement or debt adjustment, or for a receiver, trustee or similar
                creditors' representative for its, his or her property or any part
                thereof, or of any other proceeding under any federal or state insolvency
                or similar law (and if such petition or proceeding is an involuntary
                petition or proceeding filed against it without its acquiescence
                therein
                or thereto at any time, the same is not promptly contested and, within
                60
                days of the filing of such petition or proceedings, dismissed or
                discharged), or the making of any general assignment by Debtor or
                any
                Guarantor for the benefit of creditors, or Debtor or any Guarantor
                dissolves or is the subject of any dissolution, winding up or liquidation;
                (ii) any other Event of Default (as defined in any of the Obligations);
                or
                (iii) any default or event of default under any of the Obligations
                that
                does not have a defined set of "Events of
                Default".

            


       

      	5.2  	
              Immediately
                and automatically upon any Event of Default under clause (i) of the
                immediately preceding paragraph, or, at the option of Trustee, immediately
                upon the occurrence of any other Event of Default (in either case
                without
                demand or notice of any kind, which hereby are expressly waived),
                Guarantor will pay to Trustee the lesser of (i) all amounts due and
                to
                become due under the Obligations, or (ii) the Maximum Amount (for
                purposes
                of an Event of Default under clause (i) of the immediately preceding
                paragraph, all of the Obligations then existing automatically will
                be
                accelerated and become immediately due and payable in full from Guarantor,
                whether or not then due and payable by Debtor). Guarantor will pay
                such
                amounts without setoff, counterclaim, presentment, demand, protest,
                and
                notice of demand, protest, and dishonor, which hereby are expressly
                waived. 

            


       

      	5.3  	
              The
                rights and remedies of Trustee, after the occurrence of any such
                Event of
                Default, will include but not be limited to the right to set off
                against
                and apply to all or any part of the Obligations, without notice,
                the
                amount of any or all moneys, credits and other property of any nature
                whatsoever of Guarantor now or at any time hereafter in the possession
                of,
                in transit to or from, under the control or custody of, or on deposit
                with
                (whether held by Guarantor individually or jointly with another person
                or
                entity), Trustee or any affiliate of Trustee. Guarantor waives any
                requirement of marshalling of any collateral upon the occurrence
                of any
                Event of Default.

            


       

      	6.  	
              Setoff,
                etc.
                No
                setoff, counterclaim, reduction or diminution of any Obligation,
                or any
                defense of any kind or nature, that Guarantor has or may have in
                the
                future against Debtor, or that Debtor has or may have in the future
                against Trustee except payment in full of the Obligations, will be
                available hereunder to Guarantor against Trustee.
                

            


       

      	7.  	
              Costs.
                To
                the extent that Trustee incurs any costs or expenses in protecting
                or
                enforcing its rights under this Guarantee with respect to any particular
                Guarantor, including but not limited to reasonable attorneys' fees
                and the
                costs and expenses of litigation, such costs and expenses will be
                due on
                demand, will be a direct and primary obligation of such Guarantor
                and will
                bear interest from the payment thereof at the Default Rate, as such
                

            


       

      
        
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                term
                  is defined in any of the Obligations, or, in the absence of such
                  a
                  definition, at the highest rate permitted under applicable law.
                  

              


      

       

      	8.  	
              General.

            


       

      	8.1  	
              Indemnity
                and Repayments or Recovery from Trustee.
                Subject to the Maximum Amount limitations of Section 1.1, above,
                and
                except as otherwise provided herein, Guarantor will indemnify, defend
                and
                hold harmless Trustee, its directors, officers, counsel, agents and
                employees, from and against all claims, demands, liabilities, judgments,
                losses, damages, costs and expenses, joint or several (including
                all
                reasonable accounting fees and attorneys' fees), that Trustee or
                any such
                indemnified party may incur relating to or arising out of or in connection
                with, in any way, directly or indirectly, this Guarantee, any of
                the
                Obligations or any act, omission, matter or actual or proposed transaction
                under or with respect to any of the foregoing, except the willful
                misconduct or gross negligence of such indemnified party. Without
                limiting
                the generality of the foregoing, Guarantor agrees that if at any
                time all
                or any part of any payment or transfer of any kind received by Trustee
                with respect to all or any part of the Obligations or this Guarantee
                is
                repaid, set aside or invalidated by reason of any judgment, decree
                or
                order of any court or administrative body, or by reason of any agreement,
                settlement or compromise of any claim made at any time with respect
                to
                repayment, recovery, setting aside or invalidation of all or any
                part of
                such payment or transfer, Guarantor's obligations under this Guarantee
                will continue (and/or be reinstated) in full force and effect and
                Guarantor will be liable, and Guarantor will indemnify, defend and
                hold
                harmless Trustee for, the amount or amounts so repaid, recovered,
                set
                aside or invalidated and all other claims, demands, liabilities,
                judgments, losses, damages, costs and expenses incurred in connection
                therewith subject to the Maximum Amount limitations of 1.1. The provisions
                of this Section will be and remain effective notwithstanding any
                contrary
                action which may have been taken by Guarantor in reliance upon such
                payment or transfer, and any such contrary action so taken will be
                without
                prejudice to Trustee's rights under this Guarantee and will be deemed
                to
                have been conditioned upon such payment or transfer having become
                final
                and irrevocable. The provisions of this Section will survive any
                revocation, termination, cancellation or discharge of this Guarantee
                or of
                any of the Obligations.

            


       

      	8.2  	
              Notices.
                All notices, demands, requests, consents or approvals and other
                communications required or permitted hereunder will be in writing
                and will
                be conclusively deemed to have been received by a party hereto and
                to be
                effective if delivered personally to such party, or sent by telex,
                facsimile (followed by written confirmation) or other telegraphic
                means,
                or by overnight courier service, or by certified or registered mail,
                return receipt requested, postage prepaid, addressed to such party
                at the
                address set forth below or to such other address as any party may
                give to
                the other in writing for such purpose: 

            


       

      
        
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                To
                  Trustee:

              	 	 	
                The
                  Huntington National Bank, 

                7
                  Easton Oval,--EA4E63

                Columbus,
                  Ohio 43219

                Attention:
                  Ruth Sowers, 

                Corporate
                  Trust

              	 
	 	 	 	 	 	 
	 	
                To
                  Guarantor:

              	 	 	
                See
                  attached Exhibit A

              	 


      

      


       

      All
        such
        communications, if personally delivered, will be conclusively deemed to have
        been received by a party hereto and to be effective when so delivered, or
        if
        sent by telex, facsimile or telegraphic means, on the day on which transmitted,
        or if sent by overnight courier service, on the day after deposit thereof
        with
        such service, or if sent by certified or registered mail, on the third business
        day after the day on which deposited in the mail. 

       

      	8.3  	
              Remedies
                Cumulative, Etc.
                The terms of this Guarantee may be enforced as to any one or more
                breaches
                either separately, successively, concurrently, independently or
                cumulatively from time to time and as often and in such order as
                Trustee
                may deem expedient, and no single or partial exercise of any right
                or
                remedy will preclude any further exercise thereof. No right or remedy
                herein conferred upon or reserved to Trustee hereunder is intended
                to be
                exclusive of any other available right or remedy, but each and every
                such
                right or remedy will be cumulative and will be in addition to every
                other
                right or remedy given under this Guarantee or now or hereafter existing
                at
                law or in equity or by statute. No delay or omission to exercise
                any
                right, remedy or power accruing upon any Event of Default or default,
                omission or failure of performance hereunder or under any of the
                Obligations will impair any such right, remedy or power or will be
                construed to be a waiver thereof or an acquiescence therein, nor
                will it
                affect any subsequent Event of Default or default of the same or
                a
                different nature. 

            


       

      	8.4  	
              Waivers
                and Modifications.
                No
                delay or failure on the part of Trustee to exercise any right, remedy
                or
                power hereunder, under any of the Obligations or under applicable
                law will
                impair or waive any such right, remedy or power (or any other right,
                remedy or power), be considered a waiver of or an acquiescence in
                any
                breach, Event of Default or affect any other or subsequent breach,
                Event
                of Default of the same or a different nature. No waiver of any breach,
                Event of Default, nor any modification, waiver, discharge or termination
                of any provision of this Guarantee, nor consent to any departure
                by any
                Guarantor therefrom, will be established by conduct, custom or course
                of
                dealing; and no modification, waiver, discharge, termination or consent
                will in any event be effective unless the same is in writing, signed
                by
                Trustee and specifically refers to this Guarantee, and then such
                modification, waiver, discharge, termination or consent will be effective
                only in the specific instance and for the specific purpose for which
                given. No notice to or demand on any Guarantor in any case will entitle
                any Guarantor to any other or further notice or demand in the same
                or any
                similar or other circumstance.

            


       

      
        
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      	8.5  	
              Binding
                Effect, Assignability.
                This Guarantee will be binding upon Guarantor and Guarantor's heirs,
                administrators, successors and assigns and inure to the benefit of
                Trustee
                and its successors and assigns; provided, however, that Guarantor
                may not
                assign this Guarantee in whole or in part without the prior written
                consent of Trustee, and Trustee at any time may assign this Guarantee
                in
                whole or in part. If any or all of the Obligations are assigned by
                Trustee, this Guarantee will inure to the benefit of Trustee's assignee,
                and to the benefit of any subsequent assignee, to the extent of the
                assignment or assignments; provided that no assignment will operate
                to
                relieve Guarantor from any duty to Trustee hereunder with respect
                to any
                unassigned portion of the Obligations.

            


       

      	8.6  	
              Gender,
                etc.
                Whenever used herein, the singular number will include the plural,
                the
                plural the singular and the use of the masculine, feminine or neuter
                gender will include all genders. 

            


       

      	8.7  	
              Headings.
                The headings in this Guarantee are for convenience only and will
                not limit
                or otherwise affect any of the terms hereof.


            


       

      	8.8  	
              Complete
                Agreement.
                This Guarantee constitutes the entire agreement of the parties and
                supersedes all prior oral and written negotiations, agreements, and
                understandings regarding the subject matter of this
                Guarantee.

            


       

      	8.9  	
              Counterparts.
                This Guarantee may be executed in one or more counterparts, each
                of which
                will be deemed to be an original and all of which together will constitute
                one and the same instrument; provided, however, that failure of any
                Guarantor to sign any or all counterparts will not affect the liability
                of
                any other Guarantor hereunder.

            


       

      	8.10  	
              Illegality.
                If
                any provision of this Guarantee is prohibited by or invalid under
                applicable law, such provision will be ineffective only to the extent
                of
                such prohibition or invalidity without invalidating the remainder
                of such
                provision and without invalidating any other provision herein; provided,
                however, that if the provision that is the subject of such prohibition
                or
                invalidity pertains to payment, then, at the option of Trustee, all
                of the
                Obligations will become immediately due and
                payable.

            


       

      	8.11  	
              Governing
                Law.
                This Guarantee has been delivered and accepted at and will be deemed
                to
                have been made in Kentucky and will be interpreted and the rights
                and
                liabilities of the parties hereto determined in accordance with the
                laws
                of the Commonwealth of Kentucky, without regard to conflicts of law
                principles. 

            


       

      	8.12  	
              Limitations.
                For
                purposes of KRS 371.065, if applicable: (i) the maximum aggregate
                liability of any one Guarantor is the Maximum Amount; and (ii) this
                Guarantee will terminate on December 1, 2026, but such termination
                will
                not affect the liability of the undersigned for Obligations incurred
                or
                created prior to such date, or extensions or renewals of interest
                accruing
                on, or fees or expenses incurred with respect to, such Obligations
                on or
                after such date.

            


       

      
        
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      	8.13  	
              Jurisdiction
                and Venue. Guarantor
                hereby irrevocably agrees and submits to the exclusive jurisdiction
                of any
                state or federal court located within Gallatin County, Kentucky,
                or, at
                the option of the Trustee in any state or federal court(s) located
                in the
                county in which the Guarantor resides or has its principal place
                of
                business. Nothing contained herein will limit the Trustee from enforcing
                a
                judgment on this Guarantee in any jurisdiction where Guarantor has
                assets.
                Guarantor hereby irrevocably consents that all service of process
                be made
                by certified mail directed to Guarantor at its address set forth
                herein
                for notices and service so made will be deemed to be completed the
                earlier
                of Guarantor's actual receipt thereof or five (5) business days after
                the
                same has been deposited in U.S. Mails, postage prepaid certified,
                return
                receipt requested. Nothing contained herein will prevent Trustee
                from
                serving process in any other manner permitted by law. Guarantor
                and Trustee each waive any right to trial by jury in any action or
                proceeding relating to this Guarantee, the Obligations, or any actual
                or
                proposed transaction or other matter contemplated in or relating
                to any of
                the foregoing.

            


       

       

      
        
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      [Signature
        Page to Guarantee to The Huntington National Bank,
        Trustee]

       

      Dated
        as
        of June 30_____________, 2006.

       

      


       

      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 and Complete Exhibit A]

       

      
        
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      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:  

      


       

      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:  

      


      
        
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      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.

       

      


       

       

      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:

       

      


       

      


      


      NEW
        COMMERCIAL LOAN/
        GUARANTEES, HYPOTHECATIONS AND SURETYSHIP AGR /GUARANTEE-SHORT-STAND-LIMITED

      
 

      
        
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      Exhibit
        A

       

      


       

      Notice
        Addresses

       

      OSI
        Restaurant Partner, Inc.

      2202
        North Westshore Blvd., 5th
        Floor

      Tampa,
        FL
        33607

      Attn:
        Mr.
        Joe Kadow, General Counsel

      Attn:
        Mr.
        Dirk Montgomery, Chief Financial Officer

      


       

      Mr.
        Richard L. Duchossois

      Duchossois
        Industries, Inc.

      845
        Larch
        Avenue

      Elmhurst,
        IL 60126

      Attn:
        Mr.
        David Filkin, General Counsel

      


      Mr.
        Richard T. Farmer

      Summer
        Hill, Inc.

      6847
        Cintas Blvd.

      Mason,
        OH
        45040

      Attn:
        Mr.
        Rick Roeding, President

      


      Mr.
        Jerry
        L. Carroll

      Carroll
        Properties, Inc.

      2216
        Dixie Highway, Suite 250

      Ft.
        Mitchell, KY 41017

      


      Mr.
        John
        R. Lindahl

      Mr.
        Larry
        T. Thrailkill

      Thrailkill,
        Harris, Wood & Boswell

      5141
        Virginia Way, Suite 240

      Brentwood,
        TN 37027

       

       

       

       

       

       

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