Exhibit
10.1


THIRD
AMENDMENT TO LEASE


This
Third Amendment to Lease (“Amendment”), made and entered into
as of the 7th date of September, 2007, by and between Paragon Centre Holdings, LLC, a Kentucky
limited liability company (“Landlord”) and Texas
Roadhouse Holdings LLC, a Kentucky limited liability company (“Tenant”);


WITNESSETH
THAT:


WHEREAS,
Landlord and Tenant entered into that certain Amended and
Restated Lease dated January 1, 2006 (“Lease”), a First Amendment to Lease
dated December 27, 2006, and a Second Amendment to Lease dated May 10, 2007, for
space in Two Paragon Centre as follows:


Suite 400 (16,023 square feet of rentable space);


Suite 100 (3,082 square feet of rentable space);


Suite 110 (2,416 square feet of rentable space);


Suite 120 (2,994 square feet of rentable space);


Suite 130, (2,313 square feet of rentable space);


Suite 140 (1,334 square feet of rentable space);


Suite 150 (3,317 square feet of rentable space);


Suite 200 (8,040 square feet of rentable space);


Suite 300 (4,334 square feet of rentable space);


Suite 305 (1,488 square feet of rentable space);


Suite 310 (1,405 square feet of rentable space);


Suite 315 (3,863 square feet of rentable space);


Suite 320 (4,581 square
feet of rentable space)


all located in Two
Paragon Centre, 6040 Dutchmans Lane, Louisville, Kentucky, for a total of 55,190
square feet of rentable space (“Premises”);


WHEREAS,
Tenant now occupies all of the aforesaid Suites and desires to lease additional
space known as Suite 250 in Two Paragon Centre; and


WHEREAS,
Tenant has a Right of First Offer to lease additional suites in Two Paragon
Centre, including Suite 250, and Tenant has notified Landlord of its intent to
lease Suite 250; and


WHEREAS,
Landlord and Tenant desire 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 hereby agree as follows:











1.                                       Pursuant
to Exhibit C, paragraph 1 of the Lease, Landlord agrees to lease and Tenant
agrees to accept in its “AS IS WHERE IS” condition, Suite 250 in Two Paragon
Centre deemed to be 3,892 square feet of rentable space. Paragraph 2.1 of the
Lease shall be amended to include Suite 250 as a part of the Premises and the
total rentable square footage of the Premises shall be amended to 59,082 square
feet effective August 31, 2007. The term for Suite 250 shall run co-terminous
with the remainder of the Premises. Paragraph 2.2 of the Lease is hereby
amended to state that Tenant’s obligation to pay Base Rent and Tenant’s Prorata
Share of Operating Expenses for Suite 250 commences November 1, 2007.  Exhibit C, paragraph 1 will continue to be in
full force and effect as it pertains to Suite 220 in Two Paragon Centre.


2.                                       Landlord
and Tenant agree that the Base Rent for the Premises beginning November 1,
2007, will be $18.89 per rentable square foot. Section 3.1 of the Lease will be
amended as follows:


	
  Months of 

  Term

  	
  Premises

  	
  Base Rent per Rentable Square Foot

  	
  Total Base Rent

  	
  Base Rent Monthly

  
	
  11/1/07-12/31/15

  	
  400, 100, 110, 120, 130, 140, 150, 200, 300, 305,
  310, 315, 320, 250

  	
  $18.89

  	
  $1,116,058.98

  	
  $93,004.92

  
	
  1/1/16-12/31/20

  	
  400, 100, 110, 120, 130, 140, 150, 200, 300, 305,
  310, 315, 320, 250

  	
  95% of Fair Market Rent (as defined in Exhibit C,
  Special Stipulations)

  



 


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


4.                                       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, including but not limited to the Special Stipulations
detailed in Exhibit C of the Lease. To the extent of any inconsistency between
the Lease and this Amendment, the terms of this Amendment shall control as to
the subject matter covered herein.











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


	
  LANDLORD:

  	
   

  	
   

  	
   

  	
  TENANT:

  
	
  PARAGON CENTRE

  	
   

  	
   

  	
   

  	
  TEXAS ROADHOUSE

  
	
  HOLDINGS, LLC

  	
   

  	
   

  	
   

  	
  HOLDINGS LLC

  
	
  A Kentucky limited liability

  	
   

  	
   

  	
   

  	
  A Kentucky limited liability

  
	
  company

  	
   

  	
   

  	
   

  	
  company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David W. Nicklies

  	
   

  	
  By:

  	
   

  	
  Texas Roadhouse, Inc., a Delaware

  
	
   

  	
   

  	
  David W. Nicklies, Manager

  	
   

  	
   

  	
   

  	
  corporation, its Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ G.J. Hart

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  G.J. Hart, President,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Executive Officer