**Exhibit10.1**

**THIRDAMENDMENT TO LEASE**

**ThisThird Amendment to Lease**(“Amendment”), made and entered intoas of the 7th date of September, 2007, by and between **Paragon Centre Holdings, LLC,**a Kentuckylimited liability company (“Landlord”) and **TexasRoadhouse Holdings LLC**, a Kentucky limited liability company (“Tenant”);

**WITNESSETHTHAT:**

**WHEREAS,**Landlord and Tenant entered into that certain Amended andRestated Lease dated January 1, 2006 (“Lease”), a First Amendment to Leasedated December 27, 2006, and a Second Amendment to Lease dated May 10, 2007, forspace 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 squarefeet of rentable space)

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

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

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

**WHEREAS,**Landlord and Tenant desire to amend certain other terms andconditions of the Lease and evidence their agreements and other matters bymeans of this Amendment;

**NOW,THEREFORE,** in consideration of the mutual covenants containedherein, and other good and valuable consideration, the receipt, adequacy andsufficiency of which are hereby acknowledged, the Lease is hereby amended andthe parties hereby agree as follows:

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

2.                                       Landlordand 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 beamended 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.                                       Allcapitalized terms used herein and not otherwise defined herein shall have themeanings ascribed to them in the Lease.

4.                                       ThisAmendment shall not be valid and binding on Landlord and Tenant unless anduntil it has been completely executed by and delivered to both parties.

**EXCEPTAS** expressly amended and modified hereby, the Lease shallotherwise remain in full force and effect, the parties hereto hereby ratifyingand confirming the same, including but not limited to the Special Stipulationsdetailed in Exhibit C of the Lease. To the extent of any inconsistency betweenthe Lease and this Amendment, the terms of this Amendment shall control as tothe subject matter covered herein.

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**INWITNESS WHEREOF,**the undersigned parties have duly executedthis 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 |

 

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