Exhibit 10.20


 


Execution Copy


 


FIRST AMENDMENT
TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT (this “Amendment”) dated as of December 27, 2005 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 7.01 of the Credit Agreement (“Liens”) is hereby amended by adding the
following subsection (l):


 


“(l)                               Liens existing on any assets acquired pursuant to
any Permitted Acquisition under Section 7.02(g) which (i) were
not created in contemplation of or in connection with such Permitted
Acquisition and (ii) do not extend to or cover any other property or
assets of Borrower or any Subsidiary, in each case, so long as any Indebtedness
related to any such Liens are permitted under Section 7.03(k).”


 


(b)                                 Section 7.02(g)(10) of the Credit Agreement (“Investments”) is hereby deleted
in its entirety and the following is hereby substituted in lieu thereof:


 


“(10) the Borrower shall have
obtained the prior written consent of the Administrative Agent and the Required
Lenders prior to the consummation of such acquisition if (i) the aggregate
purchase price of all the acquisitions (including, without limitation, all cash
payments and other obligations assumed or earn out payments) consummated during
any Fiscal Year (including, without limitation, such acquisition) exceeds (A) $50,000,000
in Equity Interests of any Loan Party or (B) $25,000,000 in cash or (ii) the
aggregate purchase price of all the acquisitions (including, without
limitation, all


 

















 


cash payments and other obligations assumed or earn out
payments) consummated during the term of this Agreement (including, without
limitation, such acquisition) exceeds (A)  $100,000,000 in Equity
Interests of any Loan Party or (B) $50,000,000 in cash.”


 


(c)                                  Section 7.03 of the Credit Agreement (“Indebtedness”) is hereby amended by adding the
following subsection (k):


 


“(k)                            Indebtedness of a Person existing at the time such
Person became a Subsidiary pursuant to any Permitted Acquisition under Section 7.02(g) or
Indebtedness of the Borrower or any Subsidiary in connection with assets
acquired pursuant to any Permitted Acquisition under Section 7.02(g),
in each case, to the extent such Indebtedness was not incurred in connection
with or in contemplation of Permitted Acquisition, not to exceed in the
aggregate at any time outstanding $30,000,000.”


 


(d)                                 Section 7.16 of the Credit Agreement (“Capital
Expenditures”) is hereby amended by deleting such Section in its entirety
and hereby substituting the following new Section in lieu thereof:


 


“7.16                  Capital Expenditures.                            Make or become legally
obligated to make, during any period set forth below, any Capital Expenditures
(other than Capital Expenditures in the form of Permitted Acquisitions
permitted pursuant to Section 7.02(g)) in respect of the purchase
or other acquisition of any fixed or Capital Assets (excluding normal
replacements and maintenance which are properly charged to current operations),
except for Capital Expenditures in the ordinary course of business not
exceeding in the aggregate for the Borrower and its Subsidiaries the amounts
set forth below opposite such period:


 


	
  Fiscal Year Time Periods

  	
   

  	
  Maximum

  Amount of Capital

  Expenditures

  	
   

  
	
  December 31, 2003 through December 28, 2004

  	
   

  	
  $

  	
  55,000,000

  	
   

  
	
  December 29, 2004 through December 27, 2005

  	
   

  	
  $

  	
  70,000,000

  	
   

  
	
  December 28, 2005 through December 26, 2006

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  December 27, 2006 through December 25, 2007

  	
   

  	
  $

  	
  85,000,000

  	
   

  
	
  December 26, 2007 through December 30, 2008

  	
   

  	
  $

  	
  95,000,000

  	
   

  
	
  December 31, 2008 through December 29, 2009

  	
   

  	
  $

  	
  105,000,000

  	
  ”

  



 


Section 3.                                          Effectiveness.
This
Amendment shall become effective when, and only when, the Administrative Agent
shall have received satisfactory
evidence that this Amendment has


 


2

















 


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.


 


3

















 


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]


 


4

















 


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

  



 


 


[Amendment
Signature Page]


 

















 


	
   

  	
  BANK OF
  AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine
  Thennes

  	
   

  
	
   

  	
  Name: Kristine
  Thennes

  
	
   

  	
  Title: Vice
  President

  



 


 


[Amendment
Signature Page]


 

















 


	
   

  	
  BANK OF
  AMERICA, N.A.,

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas P.
  Tansi

  	
   

  
	
   

  	
  Name: Thomas P.
  Tansi

  
	
   

  	
  Title: Managing
  Director

  



 


 


[Amendment
Signature Page]


 

















 


	
   

  	
  NATIONAL
  CITY BANK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas P.
  Crockett

  	
   

  
	
   

  	
  Name: Thomas P.
  Crockett

  
	
   

  	
  Title: Senior
  Vice President

  



 


 


[Amendment
Signature Page]


 

















 


	
   

  	
  JPMorgan Chase
  Bank, N.A.,

  
	
   

  	
  Successor by
  merger to

  
	
   

  	
   

  
	
   

  	
  BANK
  ONE, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  McFerran

  	
   

  
	
   

  	
  Name: Michael
  McFerran

  
	
   

  	
  Title:
  SVP-Senior Underwriter

  



 


 


[Amendment
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  U.S.
  BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A.
  Wombwell

  	
   

  
	
   

  	
  Name: David A.
  Wombwell

  
	
   

  	
  Title: Senior
  Vice President

  



 


 


[Amendment
Signature Page]


 

















 


	
   

  	
  PNC
  BANK, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie S.
  Springer

  	
   

  
	
   

  	
  Name: Julie S. Springer

  
	
   

  	
  Title: Vice
  President

  



 


 


[Amendment
Signature Page]


 

















 


	
   

  	
  FIFTH
  THIRD BANK, KENTUCKY, INC.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G.
  Whipple

  	
   

  
	
   

  	
  Name: Richard G.
  Whipple

  
	
   

  	
  Title: Assistant Vice President

  



 


 


[Amendment
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  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
  ASSOCIATION,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark S.
  Supple

  	
   

  
	
   

  	
  Name: Mark S.
  Supple

  
	
   

  	
  Title: Vice
  President and Director

  



 


 


[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

  



 


 


[Amendment
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  OLD
  NATIONAL BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cynthia
  Schaefer

  	
   

  
	
   

  	
  Name:  Cynthia Schaefer

  
	
   

  	
  Title: AVP

  



 


 


[Amendment
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