AMENDMENT NO. 2Landrys Restaurants Inc • February 28th, 2002 • Retail-eating places • Texas
Exhibit 99(d)(1) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 29th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places • Delaware
RECITALSSeverance Agreement • September 29th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places • Minnesota
AMONGCredit Agreement • June 26th, 1997 • Landrys Seafood Restaurants Inc • Retail-eating places • Texas
BY AND AMONGAsset Purchase Agreement • November 13th, 2002 • Landrys Restaurants Inc • Retail-eating places • Delaware
CONFIDENTIALStock Purchase Agreement • November 13th, 2002 • Landrys Restaurants Inc • Retail-eating places • Texas
TERMINATION AGREEMENT Termination Agreement (this "Agreement"), dated as of April 26, 2000, by and among Landry's Seafood Restaurants, Inc., a Delaware corporation ("Purchaser"), LSR Acquisition Corp., a Delaware corporation ("Merger Sub"), and...Termination Agreement • May 11th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places • Delaware
INTRODUCTIONCredit Agreement • August 16th, 1999 • Landrys Seafood Restaurants Inc • Retail-eating places • Texas
COMMON STOCKUnderwriting Agreement • February 20th, 1998 • Landrys Seafood Restaurants Inc • Retail-eating places • Delaware
RECITALSChange of Control Agreement • September 29th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places • Minnesota
ARTICLE INon-Competition Agreement • September 29th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places
Common Stock ($0.01 par value per share) and/or [______________] Shares*Landrys Seafood Restaurants Inc • December 21st, 2001 • Retail-eating places • New York
CONFIDENTIALAsset Purchase and Sale Agreement • November 13th, 2002 • Landrys Restaurants Inc • Retail-eating places • Texas
Guaranty Federal Bank, F.S.B., as Co-AgentCredit Agreement • July 13th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places
EXHIBIT 1Joint Filing Agreement • January 6th, 2003 • Landrys Restaurants Inc • Retail-eating places
In accordance with Rule 13D-1(f) of Regulation 13D-G of the Securities Exchange Act of 1934, the entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Landry's Seafood Restaurants, Inc., and further agree that this Joint Filing Agreement is included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement.
LANDRY’S RESTAURANTS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), is issuing and selling to the initial purchaser (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated April 23, 2010, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $47,00,000 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 Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 18th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places • Delaware
ARTICLE IConsulting and Non-Competition Agreement • September 29th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places
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 U.S. Bank National Association as Trustee Indenture Dated as of October , 2007 9.5% Senior Notes due 2014Indenture • September 24th, 2007 • Landrys Restaurants Inc • Retail-eating places • New York
INDENTURE, dated as of October , 2007, among LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Company”), the SUBSIDIARY GUARANTORS listed as signatories hereto, and U.S. Bank National Association, as Trustee.
EXHIBIT 3Non-Qualified Stock Option Agreement • January 6th, 2003 • Landrys Restaurants Inc • Retail-eating places • Delaware
EXECUTION VERSION ----------------- SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 14, 2003Credit Agreement • November 10th, 2003 • Landrys Restaurants Inc • Retail-eating places
7. Pricing Grid: An amendment to the defined term Applicable Amount whereby the ------------ ----------------- pricing grid is amended in its entirety to read as follows:Landrys Seafood Restaurants Inc • September 29th, 2000 • Retail-eating places
AND TRUSTEE INDENTURE DATED AS OFSatisfaction And • December 21st, 2001 • Landrys Seafood Restaurants Inc • Retail-eating places
LANDRY’S RESTAURANTS, INC., as Issuer, The Subsidiary Guarantors, as Guarantors, and U.S. Bank National Association as Trustee Indenture Dated as of October 29, 2007 9.5% Senior Notes due 2014Indenture • March 17th, 2008 • Landrys Restaurants Inc • Retail-eating places • New York
INDENTURE, dated as of October 29, 2007, among LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Company”), the SUBSIDIARY GUARANTORS listed as signatories hereto, and U.S. Bank National Association, as Trustee.
EXHIBIT 99(d)(2) EMPLOYEE TERMINATION, CONSULTING AND NON-COMPETITION AGREEMENT Employee Termination, Consulting and Non-Competition Agreement (thisCompetition Agreement • September 29th, 2000 • Landrys Seafood Restaurants Inc • Retail-eating places
LANDRY’S RESTAURANTS, INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • March 24th, 2006 • Landrys Restaurants Inc • Retail-eating places • Texas
Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).
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:
Exhibit 99.2 2002 EMPLOYEE AGREEMENT NO. 1 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the "Agreement") is made and entered into effective as of the 22/nd/ day of July, 2002, by and between LANDRY'S RESTAURANTS,...Non-Qualified Stock Option Agreement • March 31st, 2003 • Landrys Restaurants Inc • Retail-eating places • Delaware
Exhibit 99.9 2001 EMPLOYEE AGREEMENT NO. 4 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the "Agreement") is made and entered into effective as of the 16th day of March, 2001, by and between LANDRY'S RESTAURANTS,...Non-Qualified Stock Option Agreement • March 31st, 2003 • Landrys Restaurants Inc • Retail-eating places • Delaware
Exhibit 99.11 NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE LANDRY'S RESTAURANTS, INC. NONQUALIFIED FORMULA STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of the ____...Nonqualified Stock Option Agreement • March 31st, 2003 • Landrys Restaurants Inc • Retail-eating places
RECITALS --------Contract of Sale • November 16th, 1998 • Landrys Seafood Restaurants Inc • Retail-eating places • Texas
EXHIBIT 1.1 UNDERWRITING AGREEMENT April 18, 2002 Robertson Stephens, Inc. U.S. Bancorp Piper Jaffray Inc. As Representatives of the several Underwriters c/o Robertson Stephens, Inc. 555 California Street, Suite 2600 San Francisco, CA 94104 Ladies and...Underwriting Agreement • April 22nd, 2002 • Landrys Restaurants Inc • Retail-eating places • New York
VOTING AGREEMENTVoting Agreement • June 22nd, 2010 • Landrys Restaurants Inc • Retail-eating places • Delaware
VOTING AGREEMENT, dated as of June 20, 2010 (this “Agreement”), by and among Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”), as investment advisor for, and on behalf of, Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), Pershing Square, L.P., a Delaware limited partnership (“PS”) and Pershing Square II, L.P., a Delaware limited partnership (“PS II”, together with PS International and PS, the “Stockholders”), and Pershing Square GP, LLC, a Delaware limited liability company (“PSGP”), as the general partner for, and on behalf of, each of PS and PS II.
