OMNIBUS AMENDMENT NO. 1 AND CONSENT to CREDIT AGREEMENT and GUARANTY Dated as of November 1, 2013

Exhibit 10.1

OMNIBUS AMENDMENT NO. 1 AND CONSENT

to

CREDIT AGREEMENT
and
GUARANTY

Dated as of November 1, 2013

THIS AMENDMENT NO. 1 AND CONSENT (this “Amendment”) is made as of November 1, 2013 by and among Texas Roadhouse, Inc. (the “Borrower”), the financial institutions identified on the signature pages hereof as Lenders (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of August 12, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders and the Administrative Agent, and the subsidiaries of the Borrower identified on the signature pages hereof as Guarantors (the “Guarantors”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrower has notified the Administrative Agent that the Borrower wishes to undertake a number of related transactions, as outlined in Exhibit A attached hereto, in connection with the restructuring of the organization of its Subsidiaries (all the steps outlined in Exhibit A hereto being referred to herein as the “Proposed Transactions”), and the Borrower has requested that the Lenders and the Administrative Agent consent (the “Specified Consent”) to the Proposed Transactions;

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to certain amendments with respect to the Credit Agreement and the Guaranty;

WHEREAS, the Lenders and the Administrative Agent have agreed to such amendments and to grant the Specified Consent on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent have agreed to enter into this Amendment.

1.                                      Amendments to Credit Agreement.  Effective as of the date of satisfaction of the conditions precedent set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

(a)                                 Section 1.01 of the Credit Agreement is amended to add the following definitions in their appropriate alphabetical order therein:

“ “Amendment No. 1 Effective Date” means November 1, 2013.”

“ “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.”

 “ “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.”

“ “ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.”

“ “Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes or would become effective with respect to such Specified Swap Obligation or (b) in the case of a Specified Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Loan Party is a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), at the time the Guarantee of such Loan Party becomes or would become effective with respect to such related Specified Swap Obligation.

If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.”

“ “Impacted Interest Period” has the meaning assigned to such term in the definition of “Eurodollar Rate”.”

 “ “Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.”

“ “LIBOR Screen Rate” has the meaning assigned to such term in the definition of “Eurodollar Rate”.”

 “ “Material Subsidiary” means each Subsidiary which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 6.01(a) or (b), contributed greater than two and one-half percent (2.5%) of Consolidated Tangible Net Worth as of such date; provided that, if at any time the aggregate amount of Consolidated Tangible Net Worth attributable to all Subsidiaries that are not Material Subsidiaries exceeds five (5%) of Consolidated Tangible Net Worth for any such period, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.”

“ “Proposed Transactions” has the meaning set forth in that certain Omnibus Amendment No. 1 and Consent to Credit Agreement and Guaranty, dated as of the Amendment No. 1 Effective Date, among the Borrower, the Lenders party thereto and the Administrative Agent.”

“ “Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions.”

“ “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.”

 “ “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.”

“ “Specified Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.”

(b)                                 Section 1.01 of the Credit Agreement is amended to amend and restate the following definitions in their entirety as follows:

“ “Applicable Rate” means the following percentages per annum, based upon the Consolidated Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the fifth Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 5 shall apply as of the fifth Business Day after the date on which such Compliance Certificate was required to have been delivered until the fifth Business Day after such Compliance Certificate is actually delivered.”

“ “Eurodollar Rate” means, with respect to any Eurodollar Rate Loan for any Interest Period, the London interbank offered rate as administered by the British Bankers Association (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that, if the LIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the Interpolated Rate at such time, subject to Section 3.03.  Notwithstanding the above, to the extent that “Eurodollar Rate” or “Adjusted Eurodollar Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.”

“ “Guarantors” means, collectively, subject to Section 6.15, all Subsidiaries party to the Guaranty in such capacity, and all existing and future direct and indirect wholly-owned Domestic Subsidiaries of the Borrower that are Material Subsidiaries, other than IP Holdco.”

“ “Maturity Date” means November 1, 2018.”

“ “Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (b) all existing or future payments and other obligations owing by the Borrower under (i) any Swap Contract (which such Swap Contract is permitted hereunder) or any (ii) cash management or similar treasury or custodial arrangements, in each case with respect to the foregoing clauses (i) and (ii) such transaction entered into with any Person that is a Lender or an Affiliate thereof at the time such transaction is entered into; provided that the definition of “Obligations” shall not create any guarantee by any Loan Party of any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.”

“ “Restaurant” means any restaurant at a particular location that is owned by the Borrower or any Subsidiaries thereof.”

(c)                                  Section 1.03(a) of the Credit Agreement is amended to amend and restate clause (ii) of the second sentence thereof in its entirety as follows:

“(ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof”.

(d)                                 Section 2.14(a) of the Credit Agreement is amended to delete the reference to “$100,000,000” set forth therein and to substitute “$200,000,000” therefor.

(e)                                  Section 3.03 of the Credit Agreement is amended to amend and restate clause (b) of the first sentence thereof in its entirety as follows:

“(b) adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan”.

(f)                                   Section 3.04(b) of the Credit Agreement is amended and restated in its entirety as follows:

“(b)                           Capital Requirements.  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.”

(g)                                  Section 5.19 of the Credit Agreement is amended and restated in its entirety as follows:

“5.19.  Anti-Corruption Laws and Sanctions.  The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the current actual knowledge of the Borrower its directors, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the current actual knowledge of the Borrower, following reasonable inquiry, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. The Borrower will not knowingly violate or permit a violation of Anti-Corruption Laws or applicable Sanctions with any Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by the Credit Agreement.”

(h)                                 Section 6.05 of the Credit Agreement is amended and restated in its entirety as follows:

“6.05. Preservation of Existence. (a)  Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 or as part of the Proposed Transactions; (b) take all reasonable action to maintain all rights, privileges, permits and licenses necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.”

(i)                                     Section 6.08 of the Credit Agreement is amended to add the following sentence to the end of such Section:

“The Borrower will maintain in effect and enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions.”

(j)                                    Section 6.15 of the Credit Agreement is amended and restated in its entirety as follows:

“On the first Business Day of each March and September following the Amendment No. 1 Effective Date (for example, March 3, 2014, September 1, 2014, March 2, 2015, September 1, 2015, etc.), notify the Administrative Agent of (x) any Person that became a Domestic Subsidiary and a direct or indirect wholly-owned Domestic Subsidiary of the Borrower during the six-month period then ended, and (y) any direct or indirect wholly-owned Domestic Subsidiary of the Borrower (including those described in clause (x) above) that is not a Guarantor and that is a Material Subsidiary, and, with respect to any Subsidiary that qualifies under the foregoing, cause such Person to promptly (and in any event within 90 days after the applicable reporting date) become a Guarantor. Such Person shall execute and deliver to the Administrative Agent a supplement or counterpart to the Guaranty and such other documents, instruments and agreements reasonably required by the Administrative Agent (including, but not limited to, certified organizational documents and resolutions, and a legal opinion letter), each in form, substance and scope reasonably acceptable to the Administrative Agent. To the extent any Guarantor is not or ceases to be a Material Subsidiary, the Borrower may provide written notice thereof to the Administrative Agent, including calculations demonstrating that such Guarantor is not a Material Subsidiary, and request that such Guarantor be released from its obligations as a Guarantor. The Administrative Agent shall effect any such release pursuant to Section 9.10.”

(k)                                 Section 7.02 of the Credit Agreement is amended to amend and restate clauses (k) and (l) thereof in their entirety as follows:

“(k)                           Investments of the Borrower in Joint Venture Subsidiaries made for the purpose of either owning, operating or managing a Restaurant; and

(l)                                     any other Investments (foreign or domestic, other than acquisitions governed by Section 7.02(g)) so long as the aggregate amount of all of such other Investments outstanding at any time does not exceed fifteen percent (15%) of Consolidated Tangible Net Worth; provided, that the amount of any Investment shall be reduced by all cash dividends, distributions or other payments in respect thereof received by the Borrower or a Guarantor.”

(l)                                     Section 7.05(d) of the Credit Agreement is amended and restated in its entirety as follows:

“(d)                           Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a wholly-owned Subsidiary which has satisfied any relevant requirements of Section 6.15; provided that,  (x) except as otherwise permitted pursuant to the following clause (y), if the transferor of such property is a Guarantor the transferee thereof must either be the Borrower or a Guarantor, and (y) in the case of a Disposition of the Equity Interests of any Subsidiary that is not a Material Subsidiary, the transferee need not be the Borrower or a Guarantor, provided that if such Disposition is of the Equity Interests of a Guarantor, the Borrower shall either (1) cause the transferee to promptly (and in any event within 90 days after the applicable Disposition) become a Guarantor in accordance with the procedures set forth in Section 6.15, or (2) request a release of such Guarantor as described in Section 6.15.”

(m)                             Section 7.05 of the Credit Agreement is further amended to (i) renumber clause (i) thereof as clause (j), (ii) add the following new clause (i) immediately after clause (h) thereof, and (iii) restate clause (j) thereof in its entirety as follows:

“(i)                               Dispositions of the assets and IP Rights relating to any Restaurant concept, other than the Texas Roadhouse® operating concept, held by any Subsidiary that is not a Material Subsidiary; and

(j)                               other Dispositions of property by the Borrower and its Subsidiaries in the ordinary course of business or as otherwise permitted by the Required Lenders; provided, however, that any Disposition pursuant to clauses (a) through (j) shall be for fair market value.”

(n)                                 Section 7.12 of the Credit Agreement is amended to add the following sentence at the end of such Section:

“Not request any Borrowing or Letter of Credit, and not use, and shall instruct its Subsidiaries and its or their respective directors, officers, and employees not to use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C)  in any manner that would result in the violation of any Sanctions applicable to any party hereto.”

(o)                                 Section 9.10 of the Credit Agreement is amended to amend and restate the first sentence thereof in its entirety as follows:

“The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Material Subsidiary, or ceases to be a Subsidiary as a result of a transaction permitted hereunder.”

(p)                                 Schedule 2.01 to the Credit Agreement is amended and restated in its entirety as set forth on Exhibit B hereto.

(q)                                 Schedules 5.01, 5.06, 5.09, 5.11, 5.12, 5.13, 5.15, 5.18, 7.01 and 7.02 to the Credit Agreement are amended and restated in their entirety as set forth on Exhibit C hereto, and each reference in Section 5.01, 5.12, 5.13, 5.15, 7.01 or 7.02 to any such Schedule reflecting information as of “the Closing Date” or “the date hereof” shall be deleted and replaced with “the Amendment No. 1 Effective Date”.

(r)                                    Exhibit D to the Credit Agreement is amended and restated in its entirety as set forth on Exhibit D hereto.

(s)                                   Any reference to Aspen Creek, LLC shall include any successor entity thereto, as contemplated by the Proposed Transactions.

2.                                      Amendments to Guaranty.  Effective as of the date of satisfaction of the conditions precedent set forth in Section 4 below, the Guaranty is hereby amended as follows:

(a)                                 Section 8 of the Guaranty is amended and restated in its entirety as follows:

“8.                                Reinstatement.  Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any portion of the Guaranteed Obligations is revoked, terminated, rescinded or reduced or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or any other person or entity or otherwise (including pursuant to any settlement entered into by the Administrative Agent or any Lender in its discretion), as if such payment had not been made and whether or not the Administrative Agent or the Lenders are in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.”

(b)                                 The following new Section 24 is hereby added to the Guaranty immediately after Section 23 thereof:

“24.                         Keepwell.  Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 24 or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The obligations of each Qualified ECP Guarantor under this Section 24 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the terms hereof and the other Loan Documents.  Each Qualified ECP Guarantor intends that this Section 24 constitute, and this Section 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.  As used herein, “Qualified ECP Guarantor” means, in respect of any Specified Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to such Specified Swap Obligation or such other Person as constitutes an ECP and can cause another Person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

(c)                                  Concurrently with the effectiveness of the amendments to the Credit Agreement set forth in Section 1 hereof, and in reliance on the information provided by the Borrower to the Administrative Agent demonstrating that each such entity is not a Material Subsidiary, each Guarantor other than Texas Roadhouse Holdings LLC and Aspen Creek, LLC is automatically released from its obligations as a Guarantor under the Guaranty and shall automatically cease to be a Guarantor thereunder and under each of the other Loan Documents.

3.                                      Consent. Effective as of the date of satisfaction of the conditions precedent set forth in Section 4 below, the Administrative Agent and the Lenders party hereto hereby grant the Specified Consent.

4.                                      Conditions of Effectiveness.  The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Lenders and the Administrative Agent, and (ii) such other opinions, instruments and documents as are reasonably requested by the Administrative Agent and identified on Exhibit E hereto, and (b) the Borrower shall have paid, to the extent invoiced at least one (1) Business Day in advance, all fees and expenses of the Administrative Agent and its affiliates (including attorneys’ fees and expenses) in connection with this Amendment and the other Loan Documents.

5.                                      Representations and Warranties of the Borrower.  The Borrower and each Guarantor hereby represents and warrants as follows:

(a)                                 Each of this Amendment and the Credit Agreement and Guaranty as amended by this Amendment constitute the legal, valid and binding obligations of the Borrower or such Guarantor, as applicable, and are enforceable against the Borrower or such Guarantor, as applicable, in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general applicability.

(b)                                 As of the date hereof and after giving effect to the terms of this Amendment, (i) there exists no Default or Event of Default and (ii) the representations and warranties of the Borrower and each Guarantor contained in the Credit Agreement or the Guaranty, as applicable, are true and correct as of the date hereof, except for representations and warranties made as of an earlier date (in which case such representations and warranties are true and correct as of such earlier date).

6.                                      Reference to and Effect on the Credit Agreement and the Guaranty.

(a)                                 Upon the effectiveness hereof, each reference to the Credit Agreement or “this Agreement” in the Credit Agreement or any other Loan Document or to the Guaranty or “this Guaranty” or “this Agreement” in the Guaranty or any other Loan Document (unless limited by reference to such Loan Document as in effect on a prior date) shall mean and be a reference to the Credit Agreement or Guaranty, as applicable, as amended by this Amendment.

(b)                                 Except as specifically amended above, the Credit Agreement, the Guaranty, and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c)                                  Other than as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Guaranty or any other documents, instruments and agreements executed and/or delivered in connection therewith.

7.                                      Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

8.                                      Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

9.                                      Counterparts.  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signatures to follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

Signature Page to

Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

Signature Page to

Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

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Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

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Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

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Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

Signature Page to

Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

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Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

Signature Page to

Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

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Omnibus Amendment No. 1 to Credit Agreement and Guaranty

(Texas Roadhouse, Inc.)

EXHIBIT A

Proposed Transactions

Attached

KEY TO PRECEDING PAGE: Any box shaded blue and outlined in red has moved from somewhere else in the structure prior to the Amendment No. 1 Effective Date, and any box shaded yellow and outlined in red is newly created.

Other Entities Where TXRH employees are officers but TXRH does not have any ownership:

Dissolve and replace with C Corp subsidiary of Inc.

[S-Corps for roll-up purposes] Convert all to LLCs taxed as S Corps — sign management agreement with Holdings (eliminates officers and directors)

EXHIBIT B

Schedule 2.01

Commitments and Applicable Percentages

EXHIBIT C

Restated Schedules

Schedule 5.01 - Jurisdictions of Organization and Qualification of the Borrower and Subsidiaries, Part (a)

Schedule 5.06 - Litigation

On September 30, 2011, the U.S. Equal Employment Opportunity Commission (“EEOC”) filed a lawsuit styled Equal Employment Opportunity Commission v. Texas Roadhouse, Inc., Texas Roadhouse Holdings LLC, Texas Roadhouse Management Corp. in the United States District Court, District of Massachusetts (“Court”), Civil Action Number 1:11-cv-11732. The complaint alleges that applicants over the age of 40 were denied employment in our restaurants in bartender, host, server and server assistant positions due to their age.  The EEOC is seeking injunctive relief, remedial actions, payment of damages to the applicants and costs.  We have filed an answer to the complaint, and the case is in discovery.  We deny liability; however, in view of the inherent uncertainties of litigation, the outcome of this case cannot be predicted at this time.  We cannot estimate the possible amount or range of loss, if any, associated with this matter.

Schedule 5.09 — Environmental Matters

None

Schedule 5.11 - Taxes

Schedule 5.12 — ERISA Plans

1.              Texas Roadhouse Salaried Employees 401(k) Profit Sharing Plan

2.              Third Amended and Restated Deferred Compensation Plan of Texas Roadhouse Management Corp.

Schedule 5.13 - Subsidiaries and Other Equity Investments, Part (a)

Schedule 5.13 - Subsidiaries and Other Equity Investments, Part (b)

Schedule 5.15 — Material Contracts

1.              Amended and Restated Lease Agreement by and between Paragon Centre Holdings, LLC, as landlord and Texas Roadhouse Holdings LLC, as tenant dated January 1, 2006.

·                  First Amendment to Amended and Restated Lease Agreement by and between Paragon Centre Holdings, LLC, and Texas Roadhouse Holdings LLC, dated December 18, 2006.

·                  Second Amendment to Amended and Restated Lease Agreement by and between Paragon Centre Holdings, LLC, and Texas Roadhouse Holdings, LLC dated May 10, 2007.

·                  Third Amendment to Amended and Restated Lease Agreement by and between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings, LLC dated September 7, 2007.

·                  Fourth Amendment to Amended and Restated Lease Agreement by and between Paragon Centre Holdings, LLC and Texas Roadhouse Holdings, LLC dated July 22, 2009.

2.              Coca-Cola North America Foodservice Beverage Marketing Agreement between Texas Roadhouse Holdings, LLC and Texas Roadhouse Development Corporation dated February 22, 2007.

3.              Agreement for Products and Services between Ceridian Corporation or subsidiary and Texas Roadhouse dated March 14, 2013.

4.              Distribution Services Agreement between Texas Roadhouse Holdings LLC and The Sygma Network, Inc. dated July 7, 2008.

Schedule 5.18 — Intellectual Property

None

Schedule 7.01 - Existing Liens

Schedule 7.02 — Existing Investments

See Schedule 5.13(b)

EXHIBIT D

Exhibit D

Form of Compliance Certificate

Attached

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                    ,

To:          JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of August 12, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Texas Roadhouse, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [                                                ] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for Fiscal Year-end financial statements]

1.     Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the Fiscal Year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for Fiscal Quarter-end financial statements]

1.     Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the Fiscal Quarter of the Borrower ended as of the above date.  Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.     The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

3.     A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

— or—

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4.     The representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent

statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5.     The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

(Signature Page Follows)

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of                                 ,                             .

SCHEDULE 1

[FINANCIAL STATEMENTS TO BE ATTACHED]

For the Fiscal Quarter/Fiscal Year ended                                       (“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

IV.  Subsidiaries.

Set forth below is a list of all Subsidiaries of the Borrower, together with an indication of whether such Subsidiary is a Material Subsidiary and whether such Subsidiary is party to the Guaranty. Also set forth below is a calculation supporting the designation of each Subsidiary as a Material Subsidiary or non-Material Subsidiary .

(1)  Calculations to demonstrate that the portion of Consolidated Tangible Net Worth attributable to each such non-Material Subsidiary does not exceed 2.5%, and that no more than 5% of Consolidated Tangible Net Worth is attributable to all non-Material Subsidiaries in the aggregate.

EXHIBIT E

List of “Amendment Documents”(2)

1.              Omnibus Amendment No. 1 and Consent to Credit Agreement and Guaranty, by and among the Borrower, the Guarantors, the Lenders and the Administrative Agent.

2.              Certificate of a Responsible Officer of the Borrower and each Guarantor (including each New Guarantor) (collectively, the “Companies”) certifying (i) that there have been no changes in the certificate of formation or other charter document of such Company, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of such Company’s jurisdiction of organization or incorporation, since the date of the certification thereof by such governmental entity, (ii) the limited liability company agreement or bylaws, as attached thereto, of such Company as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Company authorizing the execution, delivery and performance of the Amendment Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of such Company authorized to sign the Amendment Documents to which it is a party.

3.              Good Standing Certificate (or analogous documentation, if applicable) for each Company from the Secretary of State (or analogous governmental entity) of such Company’s jurisdiction of organization or incorporation.

4.              Opinion of Hayden, Craig & Grant, PLLC, counsel for the Companies, in form and substance acceptable to the Administrative Agent and its counsel.

(2)  Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel.