EXHIBIT 4.3 MORTON'S RESTAURANT GROUP, INC. 7 1/2% SENIOR SECURED NOTES DUE 2010 REGISTRATION RIGHTS AGREEMENT JEFFERIES & COMPANY, INC. July 7,2003 11100 Santa Monica Boulevard 10th Floor Los Angeles, CA 90025 Ladies and Gentlemen: MORTON'S...Registration Rights Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 4.5 DATE: Oct. 23, 2002 TO: MORTON'S RESTAURANT GROUP ATTN: THOMAS J. BALDWIN FAX: 516-627-1898 PHONE: 516-629-1515 FROM: Fleet National Bank ATTN: Derivatives Confirmation Unit FAX: (617) 434-4284 PHONE: (617) 434-2686 or (617) 434-7878 RE:...Mortons Restaurant Group Inc • November 26th, 2003 • Retail-eating places
AND THE BANK OF NEW YORK, as Trustee and as Collateral Agent 7 1/2% SENIOR SECURED NOTES DUE 2010 CROSS-REFERENCE TABLEMortons Restaurant Group Inc • November 26th, 2003 • Retail-eating places • New York
EXHIBIT 10.11 EXECUTION VERSION STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 7, 2003, is entered into by and among MORTON'S RESTAURANT GROUP, INC., a Delaware corporation ("BORROWER"), and each of Borrower's...Stock Pledge Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
AS BORROWER, ANDLoan and Security Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
RECITALSAccount Control Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.18 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of the 1st day of January, 2003, between MORTON'S RESTAURANT GROUP, INC., a Delaware corporation ("Morton's" or "Company") and Thomas J....Employment Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.23 LaSalle Bank National Association 135 South LaSalle Street Chicago, Illinois 60603 Re: Pledged Deposit Accounts - 5590039615 ------------------------------------------- Gentlemen/Ladies: THIS AGREEMENT Re: Pledged Deposit Accounts (the...Mortons Restaurant Group Inc • November 26th, 2003 • Retail-eating places • Illinois
EXHIBIT 10.13 EXECUTION VERSION TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this "AGREEMENT"), dated as of July 7, 2003, is made by BERTOLINI'S RESTAURANTS, INC., a Delaware corporation ("DEBTOR"), in favor of WELLS FARGO FOOTHILL,...Trademark Security Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.7Trademark Security Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.8Trademark Security Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 4.6 DATE: Oct. 23, 2002 TO: MORTON'S RESTAURANT GROUP ATTN: THOMAS J. BALDWIN FAX: 516-627-1898 PHONE: 516-629-1515 FROM: Fleet National Bank ATTN: Derivatives Confirmation Unit FAX: (617) 434-4284 PHONE: (617) 434-2686 or (617) 434-7878 RE:...Mortons Restaurant Group Inc • November 26th, 2003 • Retail-eating places
EXHIBIT 10.10 EXECUTION VERSION GENERAL CONTINUING GUARANTY This GENERAL CONTINUING GUARANTY (this "GUARANTY"), dated as of July 7, 2003, is executed and delivered by each of the undersigned subsidiaries of MORTON'S RESTAURANT GROUP, INC., a Delaware...General Continuing Guaranty • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.15 INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTSubordination Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.4(a) WELLS FARGO FOOTHILL, INC. 2450 COLORADO AVENUE SUITE 3000 WEST SANTA MONICA, CALIFORNIA 90404 As of July 11, 2003 MORTON'S RESTAURANT GROUP, INC. 333 New Hyde Park Road, New Hyde Park, NY 11042 Attn: Thomas Baldwin Fax No....Loan and Security Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.19 MERRILL LYNCH PLEDGED COLLATERAL ACCOUNT CONTROL AGREEMENT INSTRUCTIONS: COMPLETE BOXES A, B, C AND NAMES AND ADDRESSES AND SIGN BELOW 1. THE PARTIES The Parties to this agreement ("Agreement") are: MORTON'S RESTAURANT GROUP, INC., a...Mortons Restaurant Group Inc • November 26th, 2003 • Retail-eating places • New York
EXHIBIT 10.6 [EXECUTION COPY] THE LIEN OF THE COLLATERAL AGENT IN RESPECT OF THE COLLATERAL GRANTED HEREUNDER AND THE EXERCISE BY THE COLLATERAL AGENT OF ITS RIGHTS HEREUNDER WITH RESPECT TO SUCH COLLATERAL IS SUBJECT TO THE TERMS OF THE INTERCREDITOR...Pledge Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.17 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 1st day of January, 2003, between MORTON'S RESTAURANT GROUP, INC. ("MRG"), a Delaware corporation, and ALLEN...Employment Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.14 EXECUTION VERSION INTERCOMPANY SUBORDINATION AGREEMENT THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "AGREEMENT"), dated as of July 7, 2003, is made by and between MORTON'S RESTAURANT GROUP, INC., a Delaware corporation ("BORROWER"),...Intercompany Subordination Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.5Security Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
EXHIBIT 10.9 EXECUTION VERSION SECURITY AGREEMENT This SECURITY AGREEMENT (this "AGREEMENT"), entered into as of July 7, 2003, is executed and delivered by each of the undersigned subsidiaries of MORTON'S RESTAURANT GROUP, INC., a Delaware corporation...Security Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places
September 10, 2003 Jason Halpern Counsel Tel: 212.640.5805 Fax: 212.640.0361 American Express Travel Related Services Company, Inc. 200 Vesey Street, 49th Floor New York, NY 10285-4901 RE: FINANCING AGREEMENT - ASSIGNMENT OF CREDIT CARD RECEIVABLES...Mortons Restaurant Group Inc • November 26th, 2003 • Retail-eating places
EXHIBIT 1.1 MORTON'S RESTAURANT GROUP, INC. 7 1/2% SENIOR SECURED NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • November 26th, 2003 • Mortons Restaurant Group Inc • Retail-eating places • New York
