Item 1.01. Entry into a Material Definitive Agreement.

On May 19, 2023, Texas Roadhouse, Inc., a Delaware corporation (the "Company"), and certain of its subsidiaries entered into a Amendment No. 3 to Amended and Restated Credit Agreement (the "Amendment No. 3"), further amending the Amended and Restated Credit Agreement dated August 7, 2017 (the "Amended Credit Agreement") with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A. and PNC Bank, National Association.

The Amendment No.3 provides for the transition from the London Inter-Bank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as the benchmark rate for purposes of calculating interest on outstanding borrowings. Pursuant to the Amendment No.3 under the Amended Credit Agreement, the Company is required to pay interest on outstanding borrowings at the Term SOFR rate, plus a fixed adjustment of 0.10%, plus a variable adjustment of 0.875% to 1.875% depending on the Company's leverage ratio.

The Amended Credit Agreement remains an unsecured, revolving credit agreement under which the Company can borrow up to $300.0 million with the option to increase by an additional $200.0 million, subject to certain limitations set forth in the Amended Credit Agreement, including approval by the syndicate of lenders. At the time of transition to the Term SOFR rate, the Company maintained no outstanding borrowings under the Amended Credit Agreement.

The preceding description of the Amendment No.3 is a summary and is qualified in its entirety by the full text of the amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information described under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d)     Exhibits



   10.1     Amendment No. 3 to Amended and Restated Credit Agreement dated as of
          May 19, 2023 by and among Texas Roadhouse, Inc. and the lenders named
          therein and JPMorgan Chase Bank, N.A. as Administrative Agent

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