Exhibit
10.20


Execution
Copy


SECOND
AMENDMENT TO CREDIT AGREEMENT


THIS SECOND AMENDMENT (this “Amendment”),
dated as of July 10, 2006, with an effective date determined in accordance with
Section 3 below, is entered into by and among TEXAS
ROADHOUSE, INC., as Borrower (the “Borrower”), the lenders
from time to time party to the Credit Agreement referred to below (the “Lenders”)
and BANK OF AMERICA, N.A., as
Administrative Agent (the “Administrative Agent”).


Statement of Purpose


Pursuant to that certain Credit Agreement dated as of October
8, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit
Agreement”) by and among the Borrower, the Lenders and the Administrative
Agent, the Lenders have agreed to make, and have made, certain extensions of
credit to the Borrower.


The Borrower has requested that the Lenders amend the
Credit Agreement as provided herein. 
Subject to the terms and conditions set forth herein, the Lenders are
willing to consent to such amendment.


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, such parties hereby agree as follows:


Section 1.              Definitions.  All capitalized terms used and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.


Section 2.              Amendments.


(a)           Section 1.01 of the Credit
Agreement (“Defined Terms”) is hereby amended by deleting the definition of “Consolidated
EBITDA” in its entirety and the following is substituted in lieu thereof:


““Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, an amount equal to Consolidated Net Income for such period plus the
following to the extent deducted in calculating such Consolidated Net Income:  (a) Consolidated Interest Charges for such
period, (b) the provision for federal, state, local and foreign income taxes
payable (but not any tax loss or refund) by the Borrower and its Subsidiaries
for such period, (c) the amount of depreciation and amortization expense
deducted in determining such Consolidated Net Income, and (d) any non-cash
expense attributable to the grant of any stock options or restricted stock to
any employee, director or consultant of the Borrower or its Subsidiaries.”


(b)           Section 7.15(a) of the Credit
Agreement (“Consolidated Tangible Net Worth”) is hereby deleted in its entirety
and the following is substituted in lieu thereof:


“(a)   [Intentionally Omitted].”









 



(c)           Section 7.17 of the Credit
Agreement (“Restaurant Expenditure Limitations”) is hereby deleted in its
entirety and the following is substituted in lieu thereof:


“Section 7.17   [Intentionally Omitted].”


(d)           Section 7.18 of the Credit
Agreement (“Consolidated New Unit Pre-Opening Costs Limitations”) is hereby
amended by deleting the amount “$250,000” and substituting in lieu thereof the
amount “$400,000”.


Section 3.              Effectiveness.  This Amendment shall become
effective as of June 27, 2006, when, and only when, the Administrative Agent
shall have received satisfactory evidence that this Amendment has been duly
executed and delivered by the Borrower, the Administrative Agent and the
Required Lenders, in form and substance satisfactory to the Administrative
Agent.


Section 4.              Limited
Effect.  Except as
expressly provided in this Amendment, the Credit Agreement and each other Loan
Document shall continue to be, and shall remain, in full force and effect and
this Amendment shall not be deemed or otherwise construed (a) to be a waiver
of, or consent to or a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Document, (b) to prejudice
any other right or remedies that the Administrative Agent or the Lenders, or
any of them, may now have or may have in the future under or in connection with
the Credit Agreement or the Loan Documents, as such documents may be amended,
restated or otherwise modified from time to time, or (c) to be a commitment or
any other undertaking or expression of any willingness to engage in any further
discussion with the Borrower or any other person, firm or corporation with
respect to any waiver, amendment, modification or any other change to the
Credit Agreement or the Loan Documents or any rights or remedies arising in
favor of the Lenders or the Administrative Agent, or any of them, under or with
respect to any such documents. 
References in the Credit Agreement (including references to such Credit
Agreement as amended hereby) to “this Agreement” (and indirect references such
as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to
the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby.


Section 5.              Representations and
Warranties/No Default.  By its
execution hereof, and after giving effect to this Amendment, the Borrower
hereby certifies that:


(a)           each
of the representations and warranties set forth in the Credit Agreement and the
other Loan Documents is true and correct as of the date hereof as if fully set
forth herein (other than representations and warranties which speak as of a
specific date pursuant to the Credit Agreement, which representations and
warranties shall have been true and correct as of such specific dates) and that
as of the date hereof and after giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing, and


(b)           the
execution, delivery and performance of this Amendment have been authorized by
all requisite corporate action on the part of the Borrower.


Section 6.              Expenses.  The Borrower shall pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel for 









 



the
Administrative Agent (including, without limitation, all fees and expenses of
Kennedy Covington Lobdell & Hickman, L.L.P., as legal counsel to the
Administrative Agent).


Section 7.              Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of North Carolina.


Section 8.              Counterparts.  This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.


Section 9.              Fax Transmission.  A facsimile, telecopy or other reproduction
of this Amendment may be executed by one or more parties hereto, and an
executed copy of this Amendment may be delivered by one or more parties hereto
by facsimile or similar instantaneous electronic transmission device pursuant
to which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes.  At the request of any party
hereto, all parties hereto agree to execute an original of this Amendment as
well as any facsimile, telecopy or other reproduction hereof.


[Signature Pages Follow]















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


	
  

  	
   

  	
  TEXAS ROADHOUSE, INC.,

  
	
   

  	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott M. Colosi

  
	
   

  	
   

  	
  Name: Scott M. Colosi

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Anne M. Zeschke

  
	
   

  	
   

  	
  Name: Anne M. Zeschke

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
  as a Lender, L/C Issuer and Swing Line Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Angelo G. Maragos

  
	
   

  	
   

  	
  Name: Angelo G. Maragos

  
	
   

  	
   

  	
  Title: Vice President

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  NATIONAL CITY BANK,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas P. Crockett

  
	
   

  	
   

  	
  Name: Thomas P. Crockett

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Laura Dausman

  
	
   

  	
   

  	
  Name: Laura Dausman

  
	
   

  	
   

  	
  Title: Vice President

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ David A. Wombwell

  
	
   

  	
   

  	
  Name: David A. Wombwell

  
	
   

  	
   

  	
  Title: SR. VP

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  PNC BANK, N.A.,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Julie S. Springer

  
	
   

  	
   

  	
  Name: Julie S. Springer

  
	
   

  	
   

  	
  Title: Vice President

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  FIFTH THIRD BANK, KENTUCKY, INC.,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Richard G. Whipple

  
	
   

  	
   

  	
  Name: Richard G. Whipple

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Mark S. Supple

  
	
   

  	
   

  	
  Name: Mark S. Supple

  
	
   

  	
   

  	
  Title: Vice President

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  ROYAL BANK OF CANADA, as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Suzanne Kaicher

  
	
   

  	
   

  	
  Name: Suzanne Kaicher

  
	
   

  	
   

  	
  Title: Attorney-In-Fact

          Royal Bank Of Canada

  



 



 [Second Amendment Signature Page]
 






 



 


	
  

  	
   

  	
  OLD NATIONAL BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Darrin McCauley

  
	
   

  	
   

  	
  Name: Darrin McCauley

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 



 [Second Amendment Signature Page]