450,000,000 CREDIT AGREEMENT Dated as of December 28, 2004 among LANDRY’S RESTAURANTS, INC., as Borrower, THE INITIAL LENDERS, INITIAL ISSUING BANK AND INITIAL SWING LINE BANK NAMED HEREIN, as Initial Lenders, Initial Issuing Bank and Initial Swing...Credit Agreement • January 4th, 2005 • Landrys Restaurants Inc • Retail-eating places • New York
CREDIT AGREEMENT dated as of December 28, 2004 among LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other lenders listed on the signature pages hereof as the Initial Lenders (the “Initial Lenders”), the bank listed on the signature pages hereof as the Initial Issuing Bank (in such capacity, the “Initial Issuing Bank”), the bank listed on the signature pages hereof as the Initial Swing Line Bank (in such capacity, the “Initial Swing Line Bank” and, together with the Initial Lenders and the Initial Issuing Bank, the “Initial Lender Parties”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), Wachovia, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, in such capacity, the “Administ
LANDRY’S RESTAURANTS, INC., as Issuer, The Subsidiary Guarantors, as Guarantors, and Wachovia Bank, National Association as Trustee Indenture Dated as of December 28, 2004 7.50% Senior Notes due 2014Indenture • January 4th, 2005 • Landrys Restaurants Inc • Retail-eating places • New York
INDENTURE, dated as of December 28, 2004, among LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Company”), the SUBSIDIARY GUARANTORS listed as signatories hereto, and Wachovia Bank, National Association, as Trustee.
Landry’s Restaurants, Inc. 7½% Senior Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2005 • Landrys Restaurants Inc • Retail-eating places • New York
This agreement (the “Registration Rights Agreement” or this “Agreement”) is being entered into in connection with a certain purchase agreement, dated December 15, 2004, by and among the Company, the Guarantors party thereto and the Initial Purchasers (the “Purchase Agreement”), which provides for the issuance and sale by the Company to the Initial Purchasers of $400,000,000 aggregate principal amount of the Company’s 7½% Senior Notes due 2014 (the “Notes”) to be unconditionally guaranteed on a senior unsecured basis by the Guarantors (the “Note Guarantees”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect transferees. The parties hereby agree as follows:
SECURITY AGREEMENT Dated December 28, 2004 From The Grantors referred to herein as Grantors to WACHOVIA BANK, NATIONAL ASSOCIATION as Collateral AgentSecurity Agreement • January 4th, 2005 • Landrys Restaurants Inc • Retail-eating places • New York
The Borrower has entered into a Credit Agreement dated as of December 28, 2004 (said Agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the Lender Parties and the Agents (each as defined therein).
GUARANTY Dated as of December 28, 2004 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINGuaranty • January 4th, 2005 • Landrys Restaurants Inc • Retail-eating places • New York
GUARANTY dated as of December 28, 2004 made by the Persons listed on the signature pages hereof under the caption “Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
