TERMINATION OF AGREEMENT AND PLAN OF MERGERTermination of Agreement and Plan of Merger • March 16th, 2010 • Landrys Restaurants Inc • Retail-eating places • Delaware
THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2009 (this “Agreement”), is by and 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”), and Landry’s Restaurants, Inc., a Delaware corporation (the “Company”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 1 and CONSENT (Second Lien Credit Agreement)Credit Agreement • March 16th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
This Amendment No. 1 and Consent, dated as of August 10, 2009 (this “Amendment”), to that certain Second Lien Credit Agreement, dated as of June 14, 2007 (the “Credit Agreement”), among GOLDEN NUGGET, INC., a Nevada corporation (the “Borrower”), LANDRY’S RESTAURANTS, INC. (the “Parent”) solely with respect to the Parent’s obligation pursuant to Section 6.04 of the Credit Agreement, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Bank and Issuing Bank, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO FOOTHILL, INC., as Documentation Agent and WELLS FARGO SECURITIES, LLC (formerly Wachovia Capital Markets, LLC), as Sole Arranger and Sole Bookrunner, is entered into among the Borrower, Parent, the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the
AMENDMENT NO. 2 AND WAIVER (Second Lien Credit Agreement)Lien Credit Agreement • March 16th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
This Amendment No. 2 and Waiver, dated as of February 17, 2010 (this “Amendment”), to that certain Second Lien Credit Agreement, dated as of June 14, 2007, as amended by that certain Amendment No. 1 and Consent, dated as of August 10, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GOLDEN NUGGET, INC., a Nevada corporation (the “Borrower”), LANDRY’S RESTAURANTS, INC. (the “Parent”) solely with respect to the Parent’s obligation pursuant to Section 6.04 of the Credit Agreement, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Bank and Issuing Bank, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO FOOTHILL, INC., as Documentation Agent and WELLS FARGO SECURITIES, LLC (formerly Wachovia Capital Markets, LLC), as Sole Arranger and Sole Bookrunner, is entere
AMENDMENT NO. 2 AND WAIVER (First Lien Credit Agreement)Lien Credit Agreement • March 16th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
This Amendment No. 2 and Waiver, dated as of February 17, 2010 (this “Amendment”), to that certain First Lien Credit Agreement, dated as of June 14, 2007, as amended by that certain Amendment No. 1, dated as of August 10, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GOLDEN NUGGET, INC., a Nevada corporation (the “Borrower”), LANDRY’S RESTAURANTS, INC. (the “Parent”) solely with respect to the Parent’s obligation pursuant to Section 6.04 of the Credit Agreement, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Bank and Issuing Bank, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO FOOTHILL, INC., as Documentation Agent and WELLS FARGO SECURITIES, LLC (formerly Wachovia Capital Markets, LLC), as Sole Arranger and Sole Bookrunner, is entered into among
AMENDMENT NO. 1 (First Lien Credit Agreement)Credit Agreement • March 16th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
This Amendment No. 1, dated as of August 10, 2009 (this “Amendment”), to that certain First Lien Credit Agreement, dated as of June 14, 2007 (the “Credit Agreement”), among GOLDEN NUGGET, INC., a Nevada corporation (the “Borrower”), LANDRY’S RESTAURANTS, INC. (the “Parent”) solely with respect to the Parent’s obligation pursuant to Section 6.04 of the Credit Agreement, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Bank and Issuing Bank, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO FOOTHILL, INC., as Documentation Agent and WELLS FARGO SECURITIES, LLC (formerly Wachovia Capital Markets, LLC), as Sole Arranger and Sole Bookrunner, is entered into among the Borrower, Parent, the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreem
LANDRY’S RESTAURANTS, INC. PURCHASE AGREEMENTPurchase Agreement • March 16th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among LANDRY’S RESTAURANTS, INC., as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO FOOTHILL, LLC as the Agent, WELLS FARGO FOOTHILL, LLC AND JEFFERIES FINANCE LLC, as...Credit Agreement • March 16th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of November 30, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company (“WFF”), as the agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), WFF and JEFFERIES FINANCE LLC, a Delaware limited liability company (“Jefferies Finance”), as co-lead arrangers and co-bookrunners (each in such capacity, together with its successors and assigns in such capacity, a “Co-Arranger”), WFF and Jefferies Finance, as co-syndication agents (each in such capacity, together with its successors and permitted assigns in such capacity, a “Co-Syndication Agent”), and LANDRY’S RESTAURANTS, INC., a Delaware
