Texas Roadhouse (TXRH)

(12) Subsequent Events

On October 22, 2008, the Company entered into an interest rate swap, starting on November 7, 2008, with a notional amount of $25.0 million to hedge a portion of the cash flows of our variable rate credit facility.  The Company has designated the interest rate swap as a cash flow hedge of its exposure to variability in future cash flows attributable to interest payments on a $25.0 million tranche of floating rate debt borrowed under its revolving credit facility.  Under the terms of the swap, the Company pays a fixed rate of 3.83% on the $25.0 million notional amount and receives payments from the counterparty based on the 1-month LIBOR rate for a term ending on November 7, 2015, effectively resulting in a fixed rate LIBOR component of the $25.0 million notional amount.  Changes in the fair value of the interest rate swap will be reported as a component of accumulated other comprehensive income.

14

(12)  Subsequent Events

On July 8, 2008, the Company’s Board of Directors approved a $50.0 million increase in the Company’s stock repurchase program.  The Company’s total stock repurchase authorization increased to $75.0 million.

Effective July 23, 2008, the Company completed the acquisitions of nine franchise restaurants located in Tennessee.  Pursuant to the terms of the acquisition agreements, the Company paid an aggregate purchase price of approximately $10.6 million.  The Company expects to complete its purchase price allocation related to this transaction in the third quarter of 2009.

13

(11)   Subsequent Events

On July 5, 2005, the Company sold 350,000 shares as part of a follow-on Class A common stock offering and received net offering proceeds of $11.6 million, net of $0.6 million of offering expenses.  In conjunction with the offering, the Company paid off $4.0 million of borrowings under its credit facility, with the remaining proceeds intended to be used to fund development of new restaurants and for general corporate purposes.

10