PERMITTED BY LAW, ANY CLAIMS THAT IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT
AND THE CO-LEAD ARRANGERS WITH RESPECT TO ANY BREACH OR ALLEGED BREACH OF AGENCY
OR FIDUCIARY DUTY.
10.17
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO THE ACT (AS
HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF
OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF
THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE
BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE ADMINISTRATIVE
AGENT, AS APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE ACT.
10.18
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE OF THE LOAN DOCUMENTS.
10.19
AMENDMENT AND RESTATEMENT; NO NOVATION.
THIS AGREEMENT CONSTITUTES AN
AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT AGREEMENT EFFECTIVE FROM AND
AFTER THE CLOSING DATE.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT SHALL NOT
CONSTITUTE A NOVATION OF ANY INDEBTEDNESS OR OTHER OBLIGATIONS OWING TO THE
LENDERS OR THE ADMINISTRATIVE AGENT UNDER THE EXISTING CREDIT AGREEMENT BASED ON
FACTS OR EVENTS OCCURRING OR EXISTING PRIOR TO THE EXECUTION AND DELIVERY OF
THIS AGREEMENT.
ON THE CLOSING DATE, THE CREDIT FACILITIES DESCRIBED IN THE
EXISTING CREDIT AGREEMENT SHALL BE AMENDED, SUPPLEMENTED, MODIFIED AND RESTATED
IN THEIR ENTIRETY BY THE FACILITIES DESCRIBED HEREIN, AND ALL LOANS AND OTHER
OBLIGATIONS OF THE BORROWER OUTSTANDING AS OF SUCH DATE UNDER THE EXISTING
CREDIT AGREEMENT SHALL BE DEEMED TO BE LOANS AND OBLIGATIONS OUTSTANDING UNDER
THE CORRESPONDING FACILITIES DESCRIBED HEREIN, WITHOUT ANY FURTHER ACTION BY ANY
PERSON AS DESCRIBED IN SECTION 4.01(J).
10.20
RELEASE OF PROPERTY.
ON OR AFTER THE CLOSING DATE, THE ADMINISTRATIVE
AGENT SHALL USE ITS BEST EFFORTS TO RELEASE ANY LIEN ON ANY PROPERTY GRANTED TO
OR HELD BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE EXISTING CREDIT
AGREEMENT AND ANY OTHER LOAN DOCUMENT.
[Signature Pages Follow]
83
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed 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
BANK OF AMERICA, N.A., as
Administrative Agent
By:
/s/ Anne M.
Zeschke
Name:
Anne M.
Zeschke
Title:
Assistant Vice
President
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:
/s/ Angelo
Maragos
Name:
Angelo
Maragos
Title:
Vice
President
NATIONAL CITY BANK, as a Lender
By:
/s/ Thomas P.
Crockett
Name:
Thomas P.
Crockett
Title:
Senior Vice
President
JPMORGAN CHASE BANK, N.A., as a Lender
By:
/s/ Laura
Dausman
Name:
Laura
Dausman
Title:
Vice
President
ROYAL BANK OF CANADA, as a Lender
By:
/s/ Gordon
MacArthur
Name:
Gordon
MacArthur
Title:
Auhtorized
Signatory
PNC BANK, N.A., as a Lender
By:
/s/ Shelly B.
Stephenson
Name:
Shelly B.
Stephenson