To: FERTITTA HOLDINGS, INC. Gentlemen:Landrys Restaurants Inc • November 7th, 2008 • Retail-eating places • Delaware
Reference is made to (i) the Agreement and Plan of Merger, dated as of June 16, 2008 (the “Agreement”), among Fertitta Holdings, Inc., a Delaware corporation (“Parent”), Fertitta Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Tilman J. Fertitta (“Fertitta”), for certain limited purposes, and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), as amended by the First Amendment to Agreement and Plan of Merger, dated as of the date hereof (the “Amendment”), among Parent, Merger Sub, Fertitta, for certain limited purposes, and the Company, and (ii) the letter agreement, dated June 16, 2008 (the “Equity Commitment Letter”), between Parent and Fertitta, relating to the contribution by Fertitta to Parent of certain cash and share amounts in connection with the transactions contemplated by the Agreement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement or the Equity Commi
