RECITALS

Exhibit 4.1

MASTER TRANSACTION AGREEMENT

This is a Master Transaction Agreement dated as of May 7, 2004, among (i)
Texas Roadhouse, Inc. (the "COMPANY"), a Delaware corporation, (ii) W. Xxxx
Xxxxxx ("XXXXXX"), (iii) Texas Roadhouse Holdings LLC ("HOLDINGS"), a Kentucky
limited liability company, (iv) Texas Roadhouse Development Corporation
("DEVELOPMENT"), a Kentucky corporation, (v) Texas Roadhouse Management Corp.
("MANAGEMENT"), a Kentucky corporation, (vi) Aspen Steaks, Ltd., a Kentucky
corporation ("ASPEN"), (viii) Texas Roadhouse of Gainesville Inc., I, a Kentucky
corporation ("GAINESVILLE"), (viii) Texas Roadhouse of Texas, LLC ("TEXAS"), a
Kentucky limited liability company, and (ix) each of the entities listed on
Schedule A hereto (the "CONSTITUENT RESTAURANT ENTITIES").

RECITALS

A. The parties to this Agreement are involved in the ownership and
operation of Texas Roadhouse restaurants.

B. Pursuant to the terms of this Agreement, the Company will acquire
the equity interests or assets of certain parties to this Agreement (each a
"COMBINATION TRANSACTION" and collectively, the "COMBINATION TRANSACTIONS")
through merger or share exchange transactions between each such party and the
Company or one of its directly or indirectly held wholly-owned corporate or
limited liability company subsidiaries, and immediately thereafter consummate an
initial public offering (the "INITIAL PUBLIC OFFERING") of its Class A common
stock, $0.001 par value ("CLASS A COMMON STOCK"), pursuant to an Underwriting
Agreement among the Company, each of Banc of America Securities LLC, RBC Capital
Markets Corporation, X.X. Xxxxx & Co., LLC and Wachovia Capital Markets, Inc.
(collectively, the "UNDERWRITERS") and the other parties names therein (the
"UNDERWRITING AGREEMENT").

C. The Combination Transactions and the Initial Public Offering
together will constitute a single tax-free exchange of property for stock of the
Company under IRC Section 351 (the "ROADHOUSE EXCHANGE"). Certain Combination
Transactions will constitute tax-free reorganizations under IRC Section 368.

D. Prior to consummation of the Combination Transactions, the Company
will form Texas Roadhouse Property Holdings LLC ("PROPERTY") as a wholly-owned
limited liability company subsidiary to participate in certain of the
Combination Transactions described below

E. Prior to the consummation of the Combination Transactions, in
transaction not conditioned upon the consummation of the Combination
Transactions and intended to result in the operation of WKT Restaurant Corp.'s
business in a Delaware corporation, the Company will merge with WKT Restaurant
Corp. ("WKT"), with the Company as the surviving corporation in the merger. In
the merger of WKT and the Company, Xxxxxx, as the sole shareholder of WKT, will
be entitled to receive 2,217,000 shares of Class B Common Stock, $0.001 par
value ("CLASS B COMMON STOCK") of the Company and 150,000 shares of Class A
Common Stock in exchange for his 1,000 Common Shares of WKT. Upon consummation
of the merger between the Company and WKT (the "WKT MERGER"), the only assets
and liabilities of WKT that the Company will succeed to are 150,000 Common
Shares of Holdings and WKT's right to receive a one percent (1%) distribution on
all sales of Company-owned or licensed Texas Roadhouse restaurants.

THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

1. INDEMNIFICATION BY XXXXXX. Xxxxxx agrees to indemnify, defend and
hold the Company harmless from and against, and reimburse the Company on demand
for, any damage, loss, cost or expense (including reasonable attorneys' fees)
incurred by the Company as a result of the Company being the successor by merger
to any liabilities or obligations of WKT.

2. THE COMBINATION TRANSACTIONS. The parties acknowledge and agree
that the following Combination Transactions shall occur at the Closing (as
defined below):

2.1 HOLDINGS. Holdings and Texas Roadhouse Holdings Interim
LLC, a wholly-owned Kentucky limited liability company subsidiary of the
Company, shall merge, with Holdings being the surviving limited liability
company in the merger. Each holder of Common Shares of Holdings other than the
Company shall receive (a) one share of Class A Common Stock in the merger for
each Common Share of Holdings so held (as adjusted to reflect any subsequent
stock dividends, stock splits or recapitalizations by the Company occurring
after the date hereof, as so adjusted, the "EXCHANGE RATIO"), except that
membership interests held by Aspen, Gainesville and Management Corp. will be
cancelled, and (b) Preferred Shares of Holdings, with the number of Preferred
Shares determined by multiplying $1.00 times each respective holder's share of
Holdings' authorized and accrued profits distributions, as determined and set
forth in Written Action by Sole Manager of Holdings entered into prior to the
consummation of the Combination Transactions. Holdings and the Company
acknowledge and agree that, as a result of the merger, Holdings shall become a
wholly-owned limited liability company subsidiary of the Company. Each Common
Share of Holdings held by the Company immediately prior to consummation of the
merger shall be cancelled in the merger. Holdings and the Company acknowledge
and agree that the merger shall constitute a part of the Roadhouse Exchange
under IRC Section 351.

2.2 DEVELOPMENT. Development and Texas Roadhouse Development
Interim LLC, a wholly-owned Kentucky limited liability company subsidiary of the
Company, shall merge, with Development being the surviving business entity in
the merger. The holders of Common Shares of Development shall receive 3,283.333
shares of Class A Common Stock in the merger for each Common Share of
Development so held (as adjusted to reflect any subsequent stock dividends,
stock splits or recapitalizations occurring after the date hereof). As a result
of the merger, Development shall become a wholly-owned corporate subsidiary of
the Company. Development and the Company acknowledge and agree that the merger
shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.3 MANAGEMENT.

(a) Management and Texas Roadhouse Management Interim
LLC, a wholly-owned Kentucky limited liability company subsidiary of the
Company, shall merge, with Management being the surviving business entity in the
merger. The holders of Non-Voting Common Shares of Management shall receive one
share of Class A Common Stock in the merger for each Common Share of Management
so held (as adjusted to reflect any subsequent stock dividends, stock splits or
recapitalizations involving either the Company or Management occurring after the
date hereof). Each Voting Common Share of Management shall be cancelled

in the merger. Each Common Share of Holdings held by Management immediately
prior to consummation of the merger shall be cancelled in the merger.

(b) Effective as of the Closing, the Stock Option Plan
of Management (the "EXISTING OPTION PLAN") and each option granted thereunder
that is outstanding immediately prior to the Closing (an "EXISTING OPTION"),
whether or not then exercisable or vested, shall be assumed by the Company. As
of the Closing, each Existing Option shall cease to represent a right to acquire
Non-Voting Common Shares of Management and shall be converted automatically into
an option to purchase shares of Class A Common Stock in an amount, at an
exercise price and subject to such terms and conditions determined as provided
below. Each Existing Option so assumed by the Company shall be subject to, and
exercisable and vested upon, the same terms and conditions as under the Existing
Plan and the applicable option and other related agreements issued thereunder,
including the maximum term of the Existing Option and the provisions regarding
termination of the Existing Option following a termination of employment, except
that (1) each assumed Existing Option shall be exercisable for, and represent
the right to acquire, that number of shares of Class A Common Stock (rounded
down to the nearest whole share) equal to (i) the number of Non-Voting Common
Shares of Management subject to such Existing Option immediately prior to the
Closing multiplied by (ii) the Exchange Ratio; and (B) the exercise price per
share of Class A Common Stock subject to each assumed Existing Option shall be
an amount equal to (i) the exercise price per Non-Voting Common Share of
Management subject to such Existing Option in effect immediately prior to the
Closing divided by (ii) the Exchange Ratio (rounded up to the nearest whole
cent).

(c) The Company's Board of Directors, or its duly
appointed committee to administer the 2004 Equity Incentive Plan of the Company,
shall adopt resolutions and take such other actions as may be necessary,
effective contingent upon the consummation of the transactions contemplated
hereby, immediately prior to the Closing, to provide for the application of this
Section 2.3 to the Existing Option Plan and the Existing Options that are
outstanding as of immediately prior to the Closing.

(d) The conversion of Existing Options provided for in
this Section 2.3 shall, with respect to any options which qualified as
"incentive stock options" (as defined in Section 422 of the Code immediately
prior to the Closing), be effected in a manner consistent with Section 424(a) of
the Code.

2.4 ASPEN. Aspen and Aspen Steaks Exchange Subsidiary Inc., a
wholly-owned Kentucky corporate subsidiary of the Company, shall engage in a
statutory share exchange. The holders of Common Stock of Aspen shall receive
three shares of Class A Common Stock in the share exchange for each share of
Common Stock of Aspen so held (as adjusted to reflect subsequent stock
dividends, stock splits or recapitalizations by either the Company of Aspen
occurring after the date hereof). Aspen and the Company acknowledge and agree
that the share exchange shall constitute a tax-free reorganization under IRC
Section 368.

2.5 AMARILLO. Texas Roadhouse of Amarillo, Ltd. ("AMARILLO")
and Texas Roadhouse of Amarillo Interim LLC, a wholly-owned Kentucky limited
liability company subsidiary of Texas, shall merge, with Amarillo being the
surviving business entity in the merger. The holders of limited partner
interests of Amarillo other than Texas shall receive shares of Class A Common
Stock in the merger. As a result of the merger, Texas shall hold a 99%

limited partner interest in Amarillo and Holdings shall hold a 1% general
partner interest in Amarillo. Amarillo, Texas and the Company acknowledge and
agree that the merger shall constitute a part of the Roadhouse Exchange under
IRC Section 351.

2.6 BOISE. Texas Roadhouse of Boise, LLC ("BOISE") and Boise
Merger Subsidiary LLC, a wholly-owned Kentucky limited liability company
subsidiary of Property, shall merge, with Boise being the surviving limited
liability company in the merger. The holders of membership interests of Boise
other than Holdings shall receive shares of Class A Common Stock in the merger.
As a result of the merger, Boise shall become a wholly-owned limited liability
company subsidiary of Property. Boise and the Company acknowledge and agree that
the merger shall constitute a part of the Roadhouse Exchange under IRC Section
351.

2.7 CEDAR FALLS. Texas Roadhouse of Cedar Falls, LLC ("CEDAR
FALLS") and Cedar Falls Merger Subsidiary LLC, a wholly-owned Kentucky limited
liability company subsidiary of Property, shall merge, with Cedar Falls being
the surviving limited liability company in the merger. The holders of membership
interests of Cedar Falls other than Holdings shall receive shares of Class A
Common Stock in the merger. As a result of the merger, Cedar Falls shall become
a wholly-owned limited liability company subsidiary of Property. Cedar Falls and
the Company acknowledge and agree that the merger shall constitute a part of the
Roadhouse Exchange under IRC Section 351.

2.8 CHEYENNE. Texas Roadhouse of Cheyenne, LLC ("CHEYENNE")
and Cheyenne Merger Subsidiary LLC, a wholly-owned Kentucky limited liability
company subsidiary of Property, shall merge, with Cheyenne being the surviving
in the merger. The holders of membership interests of Cheyenne other than
Holdings shall receive Class A Common Stock in the merger. As a result of the
merger, Cheyenne shall become a wholly-owned limited liability company
subsidiary of Property. Cheyenne and the Company acknowledge and agree that the
merger shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.9 COLLEGE STATION. Texas Roadhouse of College Station, Ltd.
("COLLEGE STATION") and Texas Roadhouse of College Station Interim LLC, a
wholly-owned Kentucky limited liability company subsidiary of Texas, shall
merge, with College Station being the surviving business entity in the merger.
The holders of limited partner interests of College Station other than Texas
shall receive shares of Class A Common Stock in the merger. As a result of the
merger, Texas shall hold a 99% limited partner interest in College Station and
Holdings shall hold a 1% general partner interest in College Xxxxxxx. Xxxxxxx
Xxxxxxx, Xxxxx and the Company acknowledge and agree that the merger shall
constitute a part of the Roadhouse Exchange under IRC Section 351.

2.10 CONROE. Texas Roadhouse of Conroe, Ltd. ("CONROE") and
Texas Roadhouse of Conroe Interim LLC, a wholly-owned Kentucky limited liability
company subsidiary of Texas, shall merge, with Conroe being the surviving
business entity in the merger. The holders of limited partner interests of
Conroe other than Texas shall receive shares of Class A Common Stock in the
merger. As a result of the merger, Texas shall hold a 99% limited partner
interest in Conroe and Holdings shall hold a 1% general partner interest in
Conroe. Conroe, Texas and the Company acknowledge and agree that the merger
shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.11 CORPUS CHRISTI. Texas Roadhouse of Corpus Christi, Ltd.
("CORPUS CHRISTI") and Texas Roadhouse of Corpus Christi Interim LLC, a
wholly-owned Kentucky limited liability company subsidiary of Texas, shall
merge, with Corpus Christi being the surviving business entity in the merger.
The holders of limited partner interests of Corpus Christi other than Texas
shall receive shares of Class A Common Stock in the merger. As a result of the
merger, Texas shall hold a 99% limited partner interest in Corpus Christi and
Holdings shall hold a 1% general partner interest in Corpus Christi. Corpus
Christi, Texas and the Company acknowledge and agree that the merger shall
constitute a part of the Roadhouse Exchange under IRC Section 351.

2.12 DECATUR. Texas Roadhouse of Decatur, LLC ("DECATUR") and
Decatur Merger Subsidiary LLC, a wholly-owned Kentucky limited liability company
subsidiary of Property, shall merge, with Decatur being the surviving limited
liability company in the merger. The holders of membership interests of Decatur
other than Holdings shall receive shares of Class A Common Stock in the merger.
As a result of the merger, Decatur shall become a wholly-owned limited liability
company subsidiary of Property. Decatur and the Company acknowledge and agree
that the merger shall constitute a part of the Roadhouse Exchange under IRC
Section 351.

2.13 XXXXXX. Texas Roadhouse of Denton, Ltd. ("XXXXXX") and
Texas Roadhouse of Denton Interim LLC, a wholly-owned Kentucky limited liability
company subsidiary of Texas, shall merge, with Denton being the surviving
business entity in the merger. The holders of limited partner interests of
Denton other than Texas shall receive shares of Class A Common Stock in the
merger. As a result of the merger, Texas shall hold a 99% limited partner
interest in Denton and Holdings shall hold a 1% general partner interest in
Denton. Denton, Texas and the Company acknowledge and agree that the merger
shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.14 XXXXX HIGHWAY. Texas Roadhouse of Xxxxx Highway, LLC
("DIXIE HIGHWAY") and Dixie Highway Merger Subsidiary LLC, a wholly-owned
Kentucky limited liability company subsidiary of Property, shall merge, with
Dixie Highway being the surviving limited liability company in the merger. The
holders of membership interests of Dixie Highway other than Holdings shall
receive shares of Class A Common Stock in the merger. As a result of the merger,
Dixie Highway shall become a wholly-owned limited liability company subsidiary
of Property. Dixie Highway and the Company acknowledge and agree that the merger
shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.15 EAST PEORIA. Texas Roadhouse of East Peoria, LLC ("EAST
PEORIA") and East Peoria Merger Subsidiary LLC, a wholly-owned Kentucky limited
liability company subsidiary of Property, shall merge, with East Peoria being
the surviving limited liability company in the merger. The holders of membership
interests of East Peoria other than Holdings shall receive shares of Class A
Common Stock in the merger. As a result of the merger, East Peoria shall become
a wholly-owned limited liability company subsidiary of Property. East Peoria and
the Company acknowledge and agree that the merger shall constitute a part of the
Roadhouse Exchange under IRC Section 351.

2.16 ELKHART. Texas Roadhouse of Elkhart, LLC ("ELKHART") and
Elkhart Merger Subsidiary LLC, a wholly-owned Kentucky limited liability company
subsidiary of Property, shall merge, with Elkhart being the surviving limited
liability company in the merger. The holders of membership interests of Elkhart
other than Holdings shall receive shares of Class

A Common Stock in the merger. As a result of the merger, Elkhart shall become a
wholly-owned limited liability company subsidiary of Property. Elkhart and the
Company acknowledge and agree that the merger shall constitute a part of the
Roadhouse Exchange under IRC Section 351.

2.17 ELYRIA. Texas Roadhouse of Elyria, LLC ("ELYRIA") and
Elyria Merger Subsidiary LLC, a wholly-owned Kentucky limited liability company
subsidiary of Property, shall merge, with Elyria being the surviving limited
liability company in the merger. The holders of membership interests of Elyria
other than Holdings shall receive shares of Class A Common Stock in the merger.
As a result of the merger, Elyria shall become a wholly-owned limited liability
company subsidiary of Property. Elyria and the Company acknowledge and agree
that the merger shall constitute a part of the Roadhouse Exchange under IRC
Section 351.

2.18 FORT XXXXX. Texas Roadhouse of Fort Xxxxx, LLC ("FORT XXXXX") and
Fort Xxxxx Merger Subsidiary LLC, a wholly-owned Kentucky limited liability
company subsidiary of Property, shall merge, with Fort Xxxxx being the surviving
limited liability company in the merger. The holders of membership interests of
Fort Xxxxx other than Holdings shall receive Class A Common Stock in the merger.
As a result of the merger, Fort Xxxxx shall become a wholly-owned limited
liability company subsidiary of Property. Fort Xxxxx and the Company acknowledge
and agree that the merger shall constitute a part of the Roadhouse Exchange
under IRC Section 351.

2.19 FRIENDSWOOD. Texas Roadhouse of Friendswood, Ltd.
("FRIENDSWOOD") and Texas Roadhouse of Friendswood Interim LLC, a wholly-owned
Kentucky limited liability company subsidiary of Texas, shall merge, with
Friendswood being the surviving business entity in the merger. The holders of
limited partner interests of Friendswood other than Texas shall receive shares
of Class A Common Stock in the merger. As a result of the merger, Texas shall
hold a 99% limited partner interest in Friendswood and Holdings shall hold a 1%
general partner interest in Friendswood. Friendswood, Texas and the Company
acknowledge and agree that the merger shall constitute a part of the Roadhouse
Exchange under IRC Section 351.

2.20 GAINESVILLE. Gainesville and Texas Roadhouse of
Gainesville Interim LLC, a wholly-owned Kentucky limited liability company
subsidiary of the Company, shall merge, with Gainesville being the surviving
corporation in the merger. The shareholders of Gainesville shall receive three
shares of Class A Common Stock in the merger for each Common Share of
Gainesville so held (as adjusted to reflect any subsequent stock dividends,
stock splits or recapitalizations involving either the Company or Gainesville
occurring after the date hereof). Gainesville and the Company acknowledge and
agree that the merger shall constitute a tax-free reorganization under IRC
Section 368(a)(1)(A) and/or a part of the Roadhouse Exchange under IRC Section
351.

2.21 GRAND JUNCTION. Texas Roadhouse of Grand Junction, LLC
("GRAND JUNCTION") and Grand Junction Merger Subsidiary LLC, a wholly-owned
Kentucky limited liability company subsidiary of Property, shall merge, with
Grand Junction being the surviving limited liability company in the merger. The
holders of membership interests of Grand Junction other than Holdings shall
receive shares of Class A Common Stock in the merger. As a result of the merger,
Grand Junction shall become a wholly-owned limited liability company subsidiary
of Property. Grand Junction and the Company acknowledge and agree that the
merger shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.22 GRAND PRAIRIE. Texas Roadhouse of Grand Prairie, Ltd.
("GRAND PRAIRIE") and Texas Roadhouse of Grand Prairie Interim LLC, a
wholly-owned Kentucky limited liability company subsidiary of Texas, shall
merge, with Grand Prairie being the surviving business entity in the merger. The
holders of limited partner interests of Grand Prairie other than Texas shall
receive shares of Class A Common Stock in the merger. As a result of the merger,
Texas shall hold a 99% limited partner interest in Grand Prairie and Holdings
shall hold a 1% general partner interest in Grand Prairie. Grand Prairie, Texas
and the Company acknowledge and agree that the merger shall constitute a part of
the Roadhouse Exchange under IRC Section 351.

2.23 HOUSTON. Texas Roadhouse of Houston, Ltd. ("HOUSTON") and
Texas Roadhouse of Houston Interim LLC, a wholly-owned Kentucky limited
liability company subsidiary of Texas, shall merge, with Houston being the
surviving business entity in the merger. The holders of limited partner
interests of Houston other than Texas shall receive shares of Class A Common
Stock in the merger. As a result of the merger, Texas shall hold a 99% limited
partner interest in Houston and Holdings shall hold a 1% general partner
interest in Houston. Houston, Texas and the Company acknowledge and agree that
the merger shall constitute a part of the Roadhouse Exchange under IRC Section
351.

2.24 LANCASTER. Texas Roadhouse of Lancaster, LLC ("LANCASTER") and
Lancaster Merger Subsidiary LLC, a wholly-owned Kentucky limited liability
company subsidiary of Property, shall merge, with Lancaster being the
surviving limited liability company in the merger. The holders of membership
interests of Lancaster other than Holdings shall receive shares of Class A
Common Stock in the merger. As a result of the merger, Lancaster shall become
a wholly-owned limited liability company subsidiary of Property. Lancaster
and the Company acknowledge and agree that the merger shall constitute a part
of the Roadhouse Exchange under IRC Section 351.

2.25 LANSING. Texas Roadhouse of Lansing, LLC ("LANSING") and
Lansing Merger Subsidiary LLC, a wholly-owned Kentucky limited liability company
subsidiary of Property, shall merge, with Lansing being the surviving limited
liability company in the merger. The holders of membership interests of Lansing
other than Holdings shall receive shares of Class A Common Stock in the merger.
As a result of the merger, Lansing shall become a wholly-owned limited liability
company subsidiary of Property. Lansing and the Company acknowledge and agree
that the merger shall constitute a part of the Roadhouse Exchange under IRC
Section 351.

2.26 LIVE OAK. Texas Roadhouse of Live Oak, Ltd. ("LIVE OAK")
and Texas Roadhouse of Live Oak Interim LLC, a wholly-owned Kentucky limited
liability company subsidiary of Texas, shall merge, with Live Oak being the
surviving business entity in the merger. The holders of limited partner
interests of Live Oak other than Texas shall receive shares of Class A Common
Stock in the merger. As a result of the merger, Texas shall hold a 99% limited
partner interest in Live Oak and Holdings shall hold a 1% general partner
interest in Live Oak. Live Oak, Texas and the Company acknowledge and agree that
the merger shall constitute a part of the Roadhouse Exchange under IRC Section
351.

2.27 LONGVIEW. Longview Roadhouse II, Ltd. ("LONGVIEW") and
Texas Roadhouse of Longview Interim LLC, a wholly-owned Kentucky limited
liability company subsidiary of Texas, shall merge, with Longview being the
surviving business entity in the merger. The holders of limited partner
interests of Longview other than Texas shall receive shares of Class A Common
Stock in the merger. As a result of the merger, Texas shall hold a

99% limited partner interest in Longview and Holdings shall hold a 1% general
partner interest in Longview. Longview, Texas and the Company acknowledge and
agree that the merger shall constitute a part of the Roadhouse Exchange under
IRC Section 351.

2.28 LUBBOCK. Texas Roadhouse of Lubbock, Ltd. ("LUBBOCK") and Texas
Roadhouse of Lubbock Interim LLC, a wholly-owned Kentucky limited liability
company subsidiary of Texas, shall merge, with Lubbock being the surviving
business entity in the merger. The holders of limited partner interests of
Lubbock other than Texas shall receive shares of Class A Common Stock in the
merger. As a result of the merger, Texas shall hold a 99% limited partner
interest in Lubbock and Holdings shall hold a 1% general partner interest in
Lubbock. Lubbock, Texas and the Company acknowledge and agree that the merger
shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.29 LYNCHBURG. Texas Roadhouse of Lynchburg, LLC ("LYNCHBURG") and
Lynchburg Merger Subsidiary LLC, a wholly-owned Kentucky limited liability
company subsidiary of Property, shall merge, with Lynchburg being the surviving
limited liability company in the merger. The holders of membership interests of
Lynchburg other than Holdings shall receive shares of Class A Common Stock in
the merger. As a result of the merger, Lynchburg shall become a wholly-owned
limited liability company subsidiary of Property. Lynchburg and the Company
acknowledge and agree that the merger shall constitute a part of the Roadhouse
Exchange under IRC Section 351.

2.30 MESQUITE. Texas Roadhouse of Mesquite, Ltd. ("MESQUITE") and Texas
Roadhouse of Mesquite Interim LLC, a wholly-owned Kentucky limited liability
company subsidiary of Texas, shall merge, with Mesquite being the surviving
business entity in the merger. The holders of limited partner interests of
Mesquite other than Texas shall receive shares of Class A Common Stock in the
merger. As a result of the merger, Texas shall hold a 99% limited partner
interest in Mesquite and Holdings shall hold a 1% general partner interest in
Mesquite. Mesquite, Texas and the Company acknowledge and agree that the merger
shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.31 NEW PHILADELPHIA. Texas Roadhouse of New Philadelphia, LLC ("NEW
PHILADELPHIA") and New Philadelphia Merger Subsidiary LLC, a wholly-owned
Kentucky limited liability company subsidiary of Property, shall merge, with New
Philadelphia being the surviving limited liability company in the merger. The
holders of membership interests of New Philadelphia other than Holdings shall
receive shares of Class A Common Stock in the merger. As a result of the merger,
New Philadelphia shall become a wholly-owned limited liability company
subsidiary of Property. New Philadelphia and the Company acknowledge and agree
that the merger shall constitute a part of the Roadhouse Exchange under IRC
Section 351.

2.32 PASADENA. Texas Roadhouse of Pasadena, Ltd. ("PASADENA") and Texas
Roadhouse of Pasadena Interim LLC, a wholly-owned Kentucky limited liability
company subsidiary of Texas, shall merge, with Pasadena being the surviving
business entity in the merger. The holders of limited partner interests of
Pasadena other than Texas shall receive shares of Class A Common Stock in the
merger. As a result of the merger, Texas shall hold a 99% limited partner
interest in Pasadena and Holdings shall hold a 1% general partner interest in
Pasadena. Pasadena, Texas and the Company acknowledge and agree that the merger
shall constitute a part of the Roadhouse Exchange under IRC Section 351.

2.33 RICHMOND. Texas Roadhouse of Richmond, LLC ("RICHMOND") and
Richmond Merger Subsidiary LLC, a wholly-owned Kentucky limited liability
company subsidiary of Property, shall merge, with Richmond being the surviving
limited liability company in the merger. The holders of membership interests of
Richmond other than Holdings shall receive shares of Class A Common Stock in the
merger. As a result of the merger, Richmond shall become a wholly-owned limited
liability company subsidiary of Property. Richmond and the Company acknowledge
and agree that the merger shall constitute a part of the Roadhouse Exchange
under IRC Section 351.

2.34 ROSEVILLE. Texas Roadhouse of Roseville, LLC ("ROSEVILLE") and
Roseville Merger Subsidiary LLC, a wholly-owned Kentucky limited liability
company subsidiary of Property, shall merge, with Roseville being the surviving
limited liability company in the merger. The holders of membership interests of
Roseville other than Holdings shall receive shares of Class A Common Stock in
the merger. As a result of the merger, Roseville shall become a wholly-owned
limited liability company subsidiary of Property. Roseville and the Company
acknowledge and agree that the merger shall constitute a part of the Roadhouse
Exchange under IRC Section 351.

2.35 TEXARKANA. Texas Roadhouse of Texarkana, Ltd. ("TEXARKANA") and
Texas Roadhouse of Texarkana Interim LLC, a wholly-owned Kentucky limited
liability company subsidiary of Texas, shall merge, with Texarkana being the
surviving business entity in the merger. The holders of limited partner
interests of Texarkana other than Texas shall receive shares of Class A Common
Stock in the merger. As a result of the merger, Texas shall hold a 99% limited
partner interest in Texarkana and Holdings shall hold a 1% general partner
interest in Texarkana. Texarkana, Texas and the Company acknowledge and agree
that the merger shall constitute a part of the Roadhouse Exchange under IRC
Section 351.

2.36 TYLER. Texas Roadhouse of Tyler, Ltd. ("TYLER") and Texas
Roadhouse of Tyler Interim LLC, a wholly-owned Kentucky limited liability
company subsidiary of Texas, shall merge, with Tyler being the surviving
business entity in the merger. The holders of limited partner interests of Tyler
other than Texas shall receive shares of Class A Common Stock in the merger. As
a result of the merger, Texas shall hold a 99% limited partner interest in Tyler
and Holdings shall hold a 1% general partner interest in Tyler. Tyler, Texas and
the Company acknowledge and agree that the merger shall constitute a part of the
Roadhouse Exchange under IRC Section 351.

2.37 WACO. Texas Roadhouse of Waco, Ltd. ("WACO") and Texas Roadhouse
of Waco Interim LLC, a wholly-owned Kentucky limited liability company
subsidiary of Texas, shall merge, with Waco being the surviving business entity
in the merger. The holders of limited partner interests of Waco other than Texas
shall receive shares of Class A Common Stock in the merger. As a result of the
merger, Texas shall hold a 99% limited partner interest in Waco and Holdings
shall hold a 1% general partner interest in Waco. Waco, Texas and the Company
acknowledge and agree that the merger shall constitute a part of the Roadhouse
Exchange under IRC Section 351.

3. CLOSING. The closing (the "CLOSING") of the transactions set forth
in Section 2 shall occur immediately prior to the sale of shares of Class A
Common Stock pursuant to the Underwriting Agreement on the First Closing Date
(as defined in the Underwriting Agreement).

4. COMBINATION TRANSACTION CONSIDERATION.

(a) The equity holders of each Constituent Restaurant Entity
shall receive the number of shares of Class A Common Stock determined by the
Company in accordance with the applicable provisions regarding such
consideration that are set forth in such Constituent Restaurant Entity's limited
partnership agreement, operating agreement or franchise agreement (which
determination shall be binding on all parties hereto absent manifest error) with
such shares to be distributed among each Constituent Restaurant Entity's equity
owners as provided for in such Constituent Restaurant Entity's organizational
documents. The number of shares of Class A Common Stock, as so determined shall
be set forth on Schedule B hereto which shall be attached to this Agreement on
or prior to the closing. The shares of Class A Common Stock to be issued to the
equity owners (collectively, the "EQUITY OWNERS") of Holdings, Development,
Management, Aspen, Gainesville, and each Constituent Restaurant Entity
(collectively, the "COMBINED ENTITIES") shall be delivered to the Custodian (as
defined in the Underwriting Agreement) for distribution to the Equity Owners or
for sale pursuant to the Underwriting Agreement.

(b) The parties acknowledge that the Company will be a C
corporation for federal income tax purposes upon consummation of the Combination
Transactions.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents, warrants and agrees to the other parties to this Agreement that as
of the date of this Agreement and as of the date of the Closing as follows:

5.1 ORGANIZATION, EXISTENCE AND GOOD STANDING. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. The Company has the requisite corporate power and
authority to own its property, conduct its business as now being conducted and
as contemplated to be conducted after the consummation of the transactions
contemplated by this Agreement, and to enter into and carry out the provisions
of this Agreement applicable to it.

5.2 CAPITAL STOCK; ISSUANCE AND VALIDITY OF SHARES. As of the
date hereof, the Company has an authorized capitalization consisting of 1,000
shares of Class A Common Stock, 1,000 shares of Class B Common Stock, and 1,000
shares of $0.001 par value Preferred Stock (the "PREFERRED STOCK"), of which
1,000 shares of Class A Common Stock and no shares of Class B Common Stock or
Preferred Stock are issued and outstanding as of the date hereof. Prior to the
consummation of the Combination Transactions, the Company will amend its
Certificate of Incorporation to increase the number of authorized shares of
Class A Common Stock and Class B Common Stock (collectively, the "COMMON STOCK")
to an amount in excess of the number of shares required to be issued in the
Combination Transactions and the Initial Public Offering. The shares of Common
Stock to be issued pursuant to this Agreement in the Combination Transactions by
the Company will, when so issued, be validly authorized and issued, fully paid
and nonassessable.

5.3 RESTRICTIVE DOCUMENTS. Neither this Agreement nor the
consummation of the transactions herein contemplated, will violate the terms of
the organizational documents of the Company, or of any mortgage, lien, lease,
agreement, contract, instrument, law, rule, regulation, order, judgment or
decree, to which the Company is subject or is a party, and which would preclude
the Company from (i) consummating the transactions contemplated by this
Agreement or (ii) complying with the terms, conditions and provisions of this
Agreement.

5.4 AUTHORIZATION FOR AGREEMENT. The execution, delivery and
performance of this Agreement, and the consummation of transactions contemplated
by this Agreement, have been duly and validly approved and authorized by the
Board of Directors of the Company; and this Agreement is the valid and binding
obligation of the Company and is enforceable against the Company in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and similar laws of creditors, and subject to the further qualification that the
remedy of specific performance or injunctive relief is discretionary with the
court before which any proceeding therefor may be brought.

5.5 NO REQUIRED APPROVALS. The execution, delivery and
performance of this Agreement by the Company does not require the Company to
give any notification to or receive any approval from any governmental authority
other than filings with the Secretary of State of the State of Delaware and with
the Secretary of State of the Commonwealth of Kentucky in connection with the
Combination Transactions.

6. REPRESENTATIONS AND WARRANTIES OF COMBINED PARTIES. Each of the
Combined Entities severally represents and warrants to the Company as of the
date of this Agreement and as of the date of Closing as follows:

6.1 ORGANIZATION AND VALID EXISTENCE. Each Combined Entity is
an entity duly organized and validly existing under the laws of the Commonwealth
of Kentucky. Each Combined Entity has the requisite entity power and authority
to own its property, conduct its business as now being conducted and as
contemplated to be conducted after the consummation of the transactions
contemplated by this Agreement, and to enter into and carry out the provisions
of this Agreement applicable to it.

6.2 RESTRICTIVE DOCUMENTS. Neither this Agreement nor the
consummation of the transactions herein contemplated, will violate the terms of
the organizational documents of the Combined Party, or of any mortgage, lien,
lease, agreement, contract, instrument, law, rule, regulation, order, judgment
or decree, to which the Combined Party is subject or is a party, and which would
preclude the Combined Party from (i) consummating the transactions contemplated
by this Agreement or (ii) complying with the terms, conditions and provisions of
this Agreement, except for consents that will be obtained prior to the Closing.

6.3 AUTHORIZATION FOR AGREEMENT. The execution, delivery and
performance of this Agreement, and the consummation of transactions contemplated
by this Agreement, have been duly and validly approved and authorized by
necessary action on the part of such Combined Party; and this Agreement is the
valid and binding obligation of the Combined Party and is enforceable against
the Combined Party in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and similar laws of creditors, and
subject to the further qualification that the remedy of specific performance or
injunctive relief is discretionary with the court before which any proceeding
therefor may be brought.

6.4 NO REQUIRED APPROVALS. The execution, delivery and
performance of this Agreement by the Combined Party does not require the
Combined Party to give any notification to or receive any approval from any
governmental authority other than filings with the Secretary of State of the
Commonwealth of Kentucky in connection with the Combination Transactions.

7. COVENANTS OF THE PARTIES.

7.1 CONDUCT OF BUSINESS. From the date of this Agreement until
the Closing, each Combined Party agrees to operate its business only in the
ordinary course of business, and in substantial compliance with all statutory
and regulatory requirements of any applicable federal, state or local authority,
and agrees to enter into no material contract or other transaction relating to
the business other than in the ordinary course of business without the prior
written consent of the Company. Between the date hereof and the Closing, each
Combined Party agrees to use its best efforts to preserve the goodwill and
business of its customers, suppliers, and others having business relations with
it, and further agrees to conduct the financial operations of its business in
accordance with its existing business practices.

7.2 DISTRIBUTIONS. Prior to the Closing, each of the Combined
Entities shall only make dividends or distributions to its equity owners to the
extent described in the Registration Statement (as defined in the Underwriting
Agreement).

7.3 NOTICE. Each of the parties agrees to immediate notify the
other parties in writing if such party should become aware prior to the Closing
that its representations and warranties are untrue at any time prior to the
Closing.

7.4 INDEMNIFICATION.

(a) The Company will indemnify each Equity Owner who elects to
sell any shares of Class A Class Common pursuant to the Underwriting Agreement
(a "SELLING STOCKHOLDER"), and each person controlling such Selling Stockholder
within the meaning of Section 15 of the Securities Act of 1933, as amended (the
"SECURITIES ACT"), against all expenses, claims, losses, damages or liabilities,
joint or several (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, arising out
of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any registration statement, prospectus, offering circular or
other document, or any amendment or supplement thereto, incident to the Initial
Public Offering, or based on any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, or any violation by the Company of the Securities Act, the Exchange
Act of 1934, as amended, or any state or federal securities law, or any rule or
regulation promulgated under such Acts or law applicable to the Company in
connection with the Initial Public Offering, and the Company will reimburse each
such Selling Stockholder and each person controlling such Selling Stockholder,
for any legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with written information
regarding a Selling Stockholder furnished to the Company by an instrument duly
executed by such Selling Stockholder or controlling person and stated to be
specifically for use

therein. If the Selling Stockholders are represented by counsel other than
counsel for the Company, the Company will not be obligated under this Section
7.4(a) to reimburse legal fees and expenses of more than one separate counsel
for all Selling Stockholders.

(b) Each party entitled to indemnification under this Section
7.4 (the "INDEMNIFIED PARTY") shall give notice to the Company promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Company to assume the defense of any such
claim or any litigation resulting therefrom, provided that counsel for the
Company, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Company of its
obligations under this Section 7.4 unless the failure to give such notice is
materially prejudicial to an Company's ability to defend such action and
provided further, that the Company shall not assume the defense for matters as
to which there is a conflict of interest or separate and different defenses. The
Company, in the defense of any such claim or litigation, shall not, except with
the consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.

(c) If the indemnification provided for in this Section 7.4 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the Company, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and of the Indemnified Party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage, or
expense as well as any other relevant equitable considerations, provided that in
no event shall any contribution by a Selling Stockholder under this Section
7.4(c) exceed the public offering price of shares sold by such Selling
Stockholder, except in the case of willful misconduct by such Selling
Stockholder. The relative fault of the Company and of the Indemnified Party
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the Company or by the Indemnified Party
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

8. CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligation of the
Company to consummate the transactions contemplated in Section 1 and Section 2
is subject to the satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by the Combined Entities, in
whole or in part):

8.1 ACCURACY OF REPRESENTATIONS. All of the representations and
warranties in Section 6 shall have been accurate in all material respects as of
the date of this Agreement, and shall be accurate in all material respects as of
the time of the Closing as if then made.

8.2 PERFORMANCE BY THE COMBINED PARTIES. All of the covenants
and obligations that the Combined Parties are required to perform or to comply
with pursuant to this

Agreement at or prior to the Closing shall have been duly performed and complied
with in all material respects.

8.3 REGISTRATION STATEMENT. The Registration Statement shall
have become effective in accordance with Section 8(a) of the Securities Act.

9. CONDITIONS TO THE COMBINED PARTIES' OBLIGATIONS. The obligation of
the Combined Parties to consummate the transactions contemplated in Section 1
and Section 2 is subject to the satisfaction, at or prior to the Closing, of
each of the following conditions (any of which may be waived by the Company, in
whole or in part):

9.1 ACCURACY OF REPRESENTATIONS. All of the representations and
warranties in Section 5 shall have been accurate in all material respects as of
the date of this Agreement, and shall be accurate in all material respects as of
the time of the Closing as if then made.

9.2 PERFORMANCE BY THE COMPANY. All of the covenants and
obligations that Roadhouse is required to perform or to comply with pursuant to
this Agreement at or prior to the Closing shall have been duly performed and
complied with in all material respects.

9.3 REGISTRATION STATEMENT. The Registration Statement shall
have become effective in accordance with Section 8(a) of the Securities Act.

9.4 AMENDMENT TO HOLDINGS OPERATING AGREEMENT. Amendment No. 2
to the Amended and Restated Operating Agreement of Holdings, substantially in
the form of Exhibit A hereto, shall be adopted by the Company as the Manager of
Holdings.

9.5 WKT MERGER. The WKT Merger shall have been consummated.

10. TERMINATION OF THE AGREEMENT. This Agreement and the transactions
contemplated hereby may be terminated or abandoned at any time before the
Closing:

(a) by mutual consent of the Company, the Combined Parties and
the Underwriters; or

(b) by any party, if Closing does not occur on or before March
31, 2005.

11. SURVIVAL. The representations and warranties of the parties to
this Agreement shall terminate as of the Closing.

12. EXPENSES. Holdings shall pay all expenses incurred by any of the
parties hereto in connection with (a) the consummation of the negotiation and
preparation of this Agreement and the related documents, and the consummation of
the transactions contemplated hereby, and (b) all expenses incurred by the
parties hereto in connection with the Initial Public Offering, including,
without limitation, those described in Item 13 of Part II of the Registration
Statement.

13. FURTHER ASSURANCES. Prior to, and following the Closing, parties
agree to execute and deliver any and all papers and documents which may be
reasonably necessary to carry out the terms of this Agreement.

14. ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with the
Schedules

and Exhibit hereto, contain the entire agreement between the parties and there
are no agreements, representations, or warranties which are not set forth
herein. This Agreement may not be amended or revised except by a writing signed
by each of the parties to this Agreement and by the Underwriters.

15. BINDING EFFECT. This Agreement is binding upon and inures to the
benefit of the parties and their respective successors and assigns. Other than
the parties to this Agreement and the Underwriters, who shall be third party
beneficiaries of this Agreement, this Agreement is not intended and must not be
construed to create any rights in any parties, including without limitation, the
Equity Owners, and no person may assert any rights as a third party beneficiary.

16. SEVERABILITY. The provisions of this Agreement are severable, and
the invalidity of any provision will not affect the validity of any other
provision.

17. GOVERNING LAW. The execution, interpretation, and performance of
this Agreement will be governed by the laws of the Commonwealth of Kentucky,
without regard to or application of its conflicts of law principles.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.

TEXAS ROADHOUSE, INC.

By: /S/ W. XXXX XXXXXX
---------------------------------------
W. Xxxx Xxxxxx, Chairman

/S/ W. XXXX XXXXXX
---------------------------------------
W. Xxxx Xxxxxx, individually

TEXAS ROADHOUSE HOLDINGS LLC

By: WKT RESTAURANT CORP.,
as Manager

By: /S/ W. XXXX XXXXXX
----------------------------------
W. Xxxx Xxxxxx, Chief Executive
Officer

TEXAS ROADHOUSE DEVELOPMENT
CORPORATION

By: /S/ W. XXXX XXXXXX
----------------------------------
W. Xxxx Xxxxxx, Chief Executive
Officer

TEXAS ROADHOUSE MANAGEMENT CORP.

By: /S/ W. XXXX XXXXXX
----------------------------------
W. Xxxx Xxxxxx, Chief Executive
Officer

ASPEN STEAKS, LTD.

By: /S/ W. XXXX XXXXXX
----------------------------------
W. Xxxx Xxxxxx, President

TEXAS ROADHOUSE OF GAINESVILLE INC., I

By: /S/ W. XXXX XXXXXX
----------------------------------
W. Xxxx Xxxxxx, President

TEXAS ROADHOUSE OF TEXAS, LLC

By: TEXAS ROADHOUSE HOLDINGS LLC,
as Manager

By: WKT RESTAURANT CORP.,
as Manager

By: /S/ W. XXXX XXXXXX
----------------------------------
W. Xxxx Xxxxxx, Chief Executive
Officer

EACH OF THE CONSTITUENT ENTITIES LISTED ON
PART I OF SCHEDULE A

By: TEXAS ROADHOUSE HOLDINGS LLC,
as Manager

By: WKT RESTAURANT CORP.,
as Manager

By: /S/ W. XXXX XXXXXX
----------------------------------
W. Xxxx Xxxxxx, Chief Executive
Officer

EACH OF THE CONSTITUENT ENTITIES LISTED ON
PART II OF SCHEDULE A

By: TEXAS ROADHOUSE HOLDINGS LLC,
as General Partner

By: WKT RESTAURANT CORP.,
as Manager

By: /S/ W. XXXX XXXXXX
----------------------------------
W. Xxxx Xxxxxx, Chief Executive
Officer

LONGVIEW ROADHOUSE II, LTD.

By: TEAS III, INC.,
as General Partner

By: /S/ XXXXXX X. XXXXX
----------------------------------
Xxxxxx X. Xxxxx, President

SCHEDULE A
TO
MASTER TRANSACTION AGREEMENT

PART I

Name of Constituent Restaurant Entity Form of Entity
------------------------------------- --------------

Texas Roadhouse of Boise, LLC Kentucky limited liability company
Texas Roadhouse of Cedar Falls, LLC Kentucky limited liability company
Texas Roadhouse of Cheyenne, LLC Kentucky limited liability company
Texas Roadhouse of Decatur, LLC Kentucky limited liability company
Texas Roadhouse of Dixie Highway, LLC Kentucky limited liability company
Texas Roadhouse of East Peoria, LLC Kentucky limited liability company
Texas Roadhouse of Elkhart, LLC Kentucky limited liability company
Texas Roadhouse of Elyria, LLC Kentucky limited liability company
Texas Roadhouse of Fort Xxxxx, LLC Kentucky limited liability company
Texas Roadhouse of Grand Junction, LLC Kentucky limited liability company
Texas Roadhouse of Lancaster, LLC Kentucky limited liability company
Texas Roadhouse of Lansing, LLC Kentucky limited liability company
Texas Roadhouse of Lynchburg, LLC Kentucky limited liability company
Texas Roadhouse of New Philadelphia, LLC Kentucky limited liability company
Texas Roadhouse of Richmond, LLC Kentucky limited liability company
Texas Roadhouse of Roseville, LLC Kentucky limited liability company

PART II

Name of Constituent Restaurant Entity Form of Entity
------------------------------------- --------------

Texas Roadhouse of Amarillo, Ltd. Kentucky limited partnership
Texas Roadhouse of College Station, Ltd. Kentucky limited partnership
Texas Roadhouse of Conroe, Ltd. Kentucky limited partnership
Texas Roadhouse of Corpus Christi, Ltd. Kentucky limited partnership
Texas Roadhouse of Denton, Ltd. Kentucky limited partnership
Texas Roadhouse of Friendswood, Ltd. Kentucky limited partnership
Texas Roadhouse of Grand Prairie, Ltd. Kentucky limited partnership
Texas Roadhouse of Houston, Ltd. Kentucky limited partnership
Texas Roadhouse of Live Oak, Ltd. Kentucky limited partnership
Texas Roadhouse of Lubbock, Ltd. Kentucky limited partnership
Texas Roadhouse of Mesquite, Ltd. Kentucky limited partnership
Texas Roadhouse of Pasadena, Ltd. Kentucky limited partnership
Texas Roadhouse of Texarkana, Ltd. Kentucky limited partnership
Texas Roadhouse of Tyler, Ltd. Kentucky limited partnership
Texas Roadhouse of Waco, Ltd. Kentucky limited partnership

PART III

Name of Constituent Restaurant Entity Form of Entity
------------------------------------- --------------

Longview Roadhouse II, Ltd. Kentucky limited partnership

SCHEDULE B
TO
MASTER TRANSACTION AGREEMENT

Combination Transaction Consideration

AMENDMENT NO. 2
TO
AMENDED AND RESTATED OPERATING AGREEMENT
OF
TEXAS ROADHOUSE HOLDINGS LLC

Dated _________, 2004

This is Amendment No. 2 (this "AMENDMENT") to the Amended and
Restated Operating Agreement of Texas Roadhouse Holdings LLC ("HOLDINGS") dated
as of July 12, 2001, as adopted by Texas Roadhouse, Inc. as Manager of the
Company.

Recitals

A. The Amended and Restated Operating Agreement (the "OPERATING
AGREEMENT") of Holdings was entered into on July 12, 2001.

B. Amendment No. 1 ("AMENDMENT NO. 1") to the Operating Agreement was
entered into as of November 8, 2002.

C. Holdings has entered into a Master Transaction Agreement dated
May 7, 2004 with Texas Roadhouse, Inc. and certain other parties named therein
(the "MASTER TRANSACTION AGREEMENT").

D. It is a condition to the obligations of the parties to the Master
Transaction Agreement other than Texas Roadhouse, Inc., that the Operating
Agreement, as amended by Amendment No. 1, be further amended as contemplated
hereby (as so amended, the "AMENDED OPERATING AGREEMENT").

NOW THEREFORE, the Manager hereby adopts the following amendments to the
Operating Agreement, as amended:

1. An additional class of interests of Holdings referred to as
"Preferred Shares" is hereby created.

2. Holdings will have ___________* authorized Preferred Shares.

3. The rights and preferences of Preferred Shares are as follows:

(a) Each Preferred Share, when issued, shall represent an
amount equal to $1.00 of the holder's Capital Account balance in Holdings as of
the Closing (as defined in the Master Transaction Agreement), [and
correspondingly shall represent an amount equal to $1.00 of the holder's tax
basis in the holder's membership interest.] Upon issuance of the Preferred
Shares, the membership interests of Holdings shall be deemed to be
"recapitalized" as provided for in this Section 3.

----------
* An amount equal to the authorized but undistributed distributions balance of
all holders of Common Shares of Holdings as of the Closing as set forth in a
Written Action by Sole Manager of Holdings.

(b) Holders of the Preferred Shares shall have no right to
share in distributions under Article 11 of the Amended Operating Agreement, or
share in allocations of Taxable Income and Tax Losses pursuant to Article 12 of
the Amended Operating Agreement.

(c) Unless redeemed prior to such date, each Preferred Share
shall entitle the holder to an amount equal to $1.00 in distributions in
connection with the liquidation and winding up of Holdings pursuant to Article
20 of the Amended Operating Agreement. Liquidation payments to the holders of
Preferred Shares shall take priority over distributions to holders of Common
Shares.

(d) Preferred Shares shall be subject to the same restrictions
on transfer that apply to Common Shares pursuant to Article 18 of the Amended
Operating Agreement.

(e) The Company shall have the right at any time to redeem the
Preferred Shares at a redemption price equal to $1.00 per Preferred Share and
upon the giving of notice and tendering of the redemption price to holders of
record of the Preferred Shares as of the date of such notice, and with no
further action on the part of the holder thereof, such Preferred Shares shall be
deemed to be redeemed.

(f) The Company shall have the obligation to redeem the
Preferred Shares on or before December 31, 2005 at a redemption price equal to
$1.00 per Preferred Share and upon the giving of notice and tendering of the
redemption price to holders of record as of the date of such notice, and with no
further action on the part of the holder thereof, such Preferred Shares shall be
deemed to be redeemed.

(g) Preferred Shares shall not be represented by certificates.

(h) Holders of Preferred Shares shall be deemed to be "Members"
for purposes of the Amended Operating Agreement and the Kentucky Limited
Liability Company Act, subject to the rights and preferences of holders of
Preferred Shares set forth in the Amended Operating Agreement.

(i) Preferred Shares shall be nonvoting.

4. Except as otherwise modified herein, the Operating Agreement,
as amended by Amendment No. 1, shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as
of the date set forth above.

TEXAS ROADHOUSE, INC.,
Manager

By:
----------------------------------
X. X. Xxxx, Chief Executive Office

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