Exhibit 10.2


SECOND
AMENDMENT TO LEASE


This
Second Amendment to Lease (“Amendment”), made and entered
into as of the 10th date of May, 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”), and a First Amendment to Lease
dated December 27, 2006, 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)


all located in Two
Paragon Centre, 6040 Dutchmans Lane, Louisville, Kentucky, for a total of 50,609
square feet of rentable space (“Premises”);


WHEREAS,
Tenant now occupies all of the aforesaid Suites and desires to lease additional
space known as Suite 320 in Two Paragon Centre; and


WHEREAS,
Tenant has a Right of First Offer to lease additional suites in Two Paragon
Centre, including Suite 320, and Tenant has notified Landlord of its intent to
lease Suite 320; 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 320 in Two Paragon Centre
deemed to be 4,581 square feet of rentable space. Paragraph 2.1 of the Lease
shall be amended to include Suite 320 as a part of the Premises and the total
rentable square footage of the Premises shall be amended to 55,190 square feet
effective April 13, 2007. The term for Suite 320 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 320 commences July 1, 2007.  Exhibit C, paragraph 1 will continue to be in
full force and effect as it pertains to Suites 220 and 250 in Two Paragon
Centre.


2.                  Landlord and
Tenant agree that the Base Rent for the Premises beginning July 1, 2007, will
be $18.7066 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

  	
   

  
	
  7/1/07- 12/31/15

  	
   

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

  	
   

  	
  $18.7066

  	
   

  	
  $1,032,417.25

  	
   

  	
  $86,034.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/1/16- 12/31/20

  	
   

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

  	
   

  	
  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.


(signature page follows)











 


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 company

  	
   

  	
  A Kentucky limited liability 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 Office