Landry's Restaurants, Inc.'s Board Approves Amendment to Merger Agreement with Tilman J. Fertitta

Mr. Fertitta owns approximately 39% of the outstanding shares of the Company's common stock. The amended merger agreement provides that, among other things, Fertitta will acquire the outstanding shares of the Company's common stock for $13.50 per share, a premium of 49% over the closing price of the Company's common stock on October 17, 2008.

The Company had previously announced it had been advised by Mr. Fertitta that in view of the unprecedented collapse of the credit markets, the closure of the Company's Kemah and Galveston properties and the slow down in the casual dining and gaming industries, the financing to complete the merger at the previously agreed upon price was in jeopardy. As part of a compromise that was reached among the Company, Fertitta and Jefferies Funding, LLC, Jefferies & Company, Inc., Jefferies Finance, LLC and Wells Fargo Foothill, LLC (the "Lenders"), the Lenders agreed under their amended debt financing commitment and Fertitta agreed under the amended merger agreement that they would not claim that a material adverse effect had occurred as a result of the occurrence of any event known to them through the date of execution of the amended financing commitment and the amended merger agreement, respectively. Moreover, due to the credit market crisis, and the substantial increase in the cost of capital as well as the limited availability of capital, the Lenders agreed under the amended debt financing commitment to provide Fertitta with only $500.0 million in funded debt financing for the acquisition on terms reflecting the current credit market disruption. As part of the compromise reached among the parties, Fertitta negotiated and obtained on behalf of the Company an alternative financing commitment from the Lenders to provide the Company with alternative financing on terms similar to the terms for the transaction financing in the event the acquisition is not consummated and certain other conditions are satisfied. The alternative financing would be sufficient to repay the Company's existing indebtedness which is subject to acceleration and redemption starting in December of this year. Fertitta's negotiations therefore allow stockholders to vote on the transaction knowing that alternative financing is available to the Company.

The Company's Board of Directors, acting upon the unanimous recommendation of a special committee comprised entirely of independent directors (the "Special Committee"), has approved the amended merger agreement and has recommended that the Company's stockholders vote in favor of the amended merger agreement. The Special Committee also approved the terms of the alternative financing commitment in the event the transaction was not consummated. The Company's Board of Directors has also recommended that the Company's stockholders vote in favor of the amended merger agreement. Cowen and Company served as financial advisor to the Special Committee and rendered a fairness opinion in connection with the revised transaction.

Under the amended merger agreement, there is a new "go-shop" provision whereby the Special Committee, with the assistance of its independent advisors, will actively solicit superior acquisition proposals from third parties for another 30 days following the signing of the amended merger agreement. The Company does not intend to disclose developments with respect to this solicitation process unless and until the Special Committee has made a decision with respect to alternative proposals, if any, it receives. No assurances can be given that the solicitation of superior proposals will result in an alternative transaction.

A stockholders meeting to consider the amended merger agreement is expected to be held in December of this year, and the amended merger agreement requires the approval of a majority of the outstanding shares of the Company's common stock. The closing of the transaction is expected to occur in the first calendar quarter of 2009, and in any event prior to February 15, 2009, the new expiration date of the Lenders' financing commitment and is subject to customary closing conditions and performance criteria, including no material adverse effect on the Company's results and operations prior to closing, although all known material adverse effects through the date of execution of the amended debt financing commitment and amended merger agreement have been waived by the Lenders and Fertitta.

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