0001193125-10-030695 Sample Contracts

11 5/8% SENIOR SECURED NOTES DUE 2015
Indenture • February 12th, 2010 • Brenner's on the Bayou, Inc. • Retail-eating places • New York

INDENTURE dated as of November 30, 2009, among Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

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LANDRY’S RESTAURANTS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2010 • Brenner's on the Bayou, Inc. • Retail-eating places • New York

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), is issuing and selling to the several initial purchasers party hereto (collectively, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated November 17, 2009, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $406,500,000 aggregate principal amount of 11 5/8% Senior Secured Notes due 2015 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

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