Landry's Restaurants, Inc. Announces Termination Of Merger Agreement And Will Pursue Alternative Financing

In connection with the proxy statement required to be provided to Company shareholders voting on the previously announced going private transaction, the SEC was requiring the Company to disclose certain information from a commitment letter issued by the lead lenders to Fertitta Holdings, Inc. and Fertitta Acquisition Co. (collectively, "Fertitta") and the Company about the proposed financing for the going private transaction and for the alternative financing (in the event the going private transaction did not occur). The commitment letter issued by the lead lenders required that such information not be disclosed and be kept confidential. Although the Company informed the SEC of the foregoing and requested confidential treatment of the information, the SEC insisted upon disclosure of the confidential terms. When the lead lenders were informed of the SEC's position, the lead lenders advised both Fertitta and the Company that the lead lenders would not agree to disclosure of the confidential information and that any disclosure by the Company or Fertitta would be in violation of the terms of the commitment letter and result in the lead lenders terminating their commitments for both the going private and alternative financing transactions.

In the event the lead lenders pulled their commitments, there would have been no financing available for the proposed going private transaction, and the Company would have lost its alternative financing commitment. If the going private transaction was terminated, no proxy statement would be required to be distributed to shareholders, therefore preserving the confidentiality of the terms of the alternative financing until the final terms are decided. Given the current economic environment and the Company's need to refinance its existing approximately $400 million in senior notes, the Company informed Fertitta that the Company was not prepared to risk losing its alternative financing commitment and was therefore unable to comply with a condition of the merger agreement which required distribution of an SEC approved proxy statement to Company shareholders to vote on the adoption of the merger proposal. As a result of the Company's inability to provide a proxy statement to Company shareholders, the Company informed Fertitta that it would be unable to consummate the merger transaction.

Fertitta and the Special Committee of the Board of Directors of the Company, formed to negotiate the proposed going private transaction, have met and agreed that due to the foregoing, it is in the best interests of the Company and its shareholders to terminate the proposed merger transaction at this time. Neither Fertitta nor the Company will be obligated to make any payments to each other as a result of the termination of the Merger Agreement.

According to the Company, despite the termination of the going private transaction, the lead lenders have agreed that the alternative financing to provide the Company the ability to refinance its outstanding 9.5% Notes and 7.5% Notes will proceed. Moreover, the termination of the Merger Agreement will not impact the Company's existing tender offers for the Notes as it is a condition to the tender offers that either the merger or alternative financing be consummated. The Company expects the closing of the refinancing will occur prior to the end of February 2009.

Michael Chadwick, Chairman of the Special Committee formed by the Company's Board of Directors to evaluate and consider the merger transaction stated, "While this must be extremely disappointing to our shareholders, the Special Committee recognizes that the financial markets are in crisis and respects the position of our lenders. Given our need to refinance approximately $400 million in senior notes, and the existing world-wide credit crisis, we felt that it was in the best interests of our stockholders to terminate the Merger Agreement in order to maintain the alternative financing."

The Company is a national, diversified restaurant, hospitality and entertainment company principally engaged in the ownership and operation of full-service, casual dining restaurants, primarily under the names of Rainforest Cafe, Saltgrass Steak House, Landry's Seafood House, Charley's Crab, The Chart House, and the Signature Group of restaurants. The Company is also engaged in the ownership and operation of select hospitality businesses, including the Golden Nugget Hotel & Casino in Las Vegas and Laughlin, Nevada.

Logos, product and company names mentioned are the property of their respective owners.

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