Exhibit 10.1


 


FOURTH
AMENDMENT TO LEASE


 


This Fourth Amendment to Lease (“Fourth
Amendment”), is made and entered into as of the 22 date of July, 2009, 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, a
First Amendment to Lease dated December 27, 2006, a Second Amendment to
Lease dated May 10, 2007, and a Third Amendment to Lease dated September 7,
2007, (collectively, the “Lease”) 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)


Suite 250
(3,892 square feet of rentable space)


 


all
located in Two Paragon Centre, 6040 Dutchmans Lane, Louisville, Kentucky, for a
total of 59,082 square feet of rentable space (“Premises”);


 


WHEREAS, Tenant now occupies all of
the aforesaid Suites and desires to lease additional space known as Suite 220
in Two Paragon Centre which will result in Tenant renting the entire building
of Two Paragon Centre, including all commons areas of the building, for a total
of 65, 917.6 square feet; 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 Fourth 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 220 in Two Paragon Centre,
thereby making Tenant the sole occupant of the entire building known as Two
Paragon Centre. Paragraph 2.1 of the Lease shall be amended to 


 

















 


include Suite 220 as a part of the
Premises and the total rentable square footage of the Premises shall be amended
to 65,917.6 square feet effective May 1, 2009.  Exhibit B shall be replaced with the
attached Exhibit B. The term for Suite 220 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 220 commences January 1,
2010.  Exhibit C, paragraph 1 will
be of no force and effect as Tenant now occupies the entire building of Two
Paragon Centre.


 


2.                                       The original
term of the Lease shall be amended to expire on December 31, 2025. The
Extension Option under Exhibit C shall remain in full force and effect.


 


3.                                       The Expense
Stop defined under Basic Lease Provisions section shall be changed to $3.63 per
square foot beginning January 1, 2010.


 


4.                                       Landlord and
Tenant agree that the Base Rent for the Premises beginning January 1,
2010, will be $14.93 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

  	
   

  
	
  1/1/10-12/31/10

  	
   

  	
  400,
  100, 110, 120, 130, 140, 150, 200, 300, 305, 310, 315, 320, 250, 220

  	
   

  	
  $

  	
  14.93

  	
   

  	
  $

  	
  984,149.77

  	
   

  	
  $

  	
  82,012.48

  	
   

  
	
  1/1/11-12/31/11

  	
   

  	
  400,100,110,  120,130, 140,  150, 200,
  300,  305, 310, 315, 320, 250, 220

  	
   

  	
  $

  	
  15.18

  	
   

  	
  $

  	
  1,000,629.17

  	
   

  	
  $

  	
  83,385.76

  	
   

  
	
  1/1/12-12/31/12

  	
   

  	
  400,
  100, 110, 120, 130, 140, 150, 200, 300, 305, 310, 315, 320, 250, 220

  	
   

  	
  $

  	
  15.43

  	
   

  	
  $

  	
  1,017,108.57

  	
   

  	
  $

  	
  84,759.05

  	
   

  
	
  1/1/13-12/31/15

  	
   

  	
  400,
  100, 110, 120, 130, 140, 150, 200, 300, 305, 310, 315, 320, 250, 220

  	
   

  	
  $

  	
  15.93

  	
   

  	
  $

  	
  1,050,067.37

  	
   

  	
  $

  	
  87,505.61

  	
   

  
	
  1/1/16-12/31/20

  	
   

  	
  400,
  100, 110, 120, 130, 140, 150, 200, 300, 305, 310, 315, 320, 250, 220

  	
   

  	
  $

  	
  16.93

  	
   

  	
  $

  	
  1,115,984.97

  	
   

  	
  $

  	
  92,998.75

  	
   

  



 

















 


	
  1/1/21-12/31/25

  	
   

  	
  400,
  100, 110,  120, 130, 140,  150, 200, 300,  305, 310,
  315,  320, 250, 220

  	
   

  	
  $

  	
  17.93

  	
   

  	
  $

  	
  1,181,902.57

  	
   

  	
  $

  	
  98,491.88

  	
   

  
	
  Option 1

  	
   

  	
  400,
  100, 110,  120, 130, 140,  150, 200, 300,  305, 310,
  315,  320, 250, 220

  	
   

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

  	
   

  



 


5.                                       Section 4.2
of the Lease shall be deleted in its entirety and the following language shall
be inserted in lieu thereof:


 


“Keys and Locks. Landlord shall initially
furnish Tenant with a reasonable number of keys or key fobs for the standard
corridor doors serving the Premises. Additional keys or key fobs will be
furnished by Landlord upon an order signed by Tenant and at Tenant’s expense.
All such keys and/or key fobs shall remain the property of Landlord. Upon
termination or expiration of this Lease or a termination of possession of the
Premises by Tenant, Tenant shall surrender to Landlord all keys and/or key fobs
to any locks on doors entering or within the Premises. Tenant shall be
responsible for access of its employees, agents, concessionaires, licensees,
customers and invitees to and from the building and to suites within the
building, and notifying the security company when building access doors should
be open or locked, including, but not limited to weekends and holidays. In
addition, Tenant will provide contact information to the alarm monitoring
company, whose contact information shall be supplied by Landlord to Tenant, so
that Tenant may be notified in the event the security alarm is activated.”


 


6.                                       Section 3.2 and 4.1 of the Lease
shall be amended as follows:  Beginning
on January 1, 2010, the following services shall be provided by Tenant and
shall no longer be the responsibility of the Landlord and shall not be billed
as part of the Operating Expenses for the Premises:


 


A.                                   Elevator emergency phone and fire panel
phone line (currently using Bellsouth).


B.                                     Monitoring for
fire, elevator phones and door access (currently using Sonitrol Security Systems).


C.                                     Exterminator
(currently using Okalona Pest Control)


D.                                    Interior
Landscaping  (currently using Alpine
Interior)


E.                                      Cleaning
Supplies (currently using Eagle Paper)


F.                                      Cleaning
Contract (currently using Jani-King)


G.                                     Utilities —
LG&E (excludes parking lot lighting)


 


Landlord
will continue managing the fire sprinklers and sprinkler testing and
inspections, window washing, parking lot lighting and maintenance and waste
removal.


 


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


 

















 


8.                                       This Fourth
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,
excepting paragraph 1 which is no longer in force and effect. To the extent of
any inconsistency between the Lease and this Fourth Amendment, the terms of
this Fourth Amendment shall control as to the subject matter covered herein.


 


IN WITNESS WHEREOF, the undersigned parties have
duly executed this Fourth 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