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11 5/8% Senior Secured Notes Due 2015 Purchase Agreement

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Exhibit 10.56

EXECUTION VERSION

$406,500,000 LANDRY' S RESTAURANTS, INC.

11 5 / 8 % Senior Secured Notes due 2015

PURCHASE AGREEMENT November 17, 2009

JEFFERIES & COMPANY, INC.

520 Madison Avenue

New York, New York 10022

UBS SECURITIES LLC 299 Park Avenue

New York, New York 10171

DEUTSCHE BANK SECURITIES INC.

60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

Landry' s Restaurants, Inc., a Delaware corporation (the " Company" ), and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:

1. Issuance of Notes . Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the initial purchasers listed on Schedule I hereto (the " Initial Purchasers" ) $406,500,000 aggregate principal amount of its 11 5 / 8 % Senior Secured Notes due 2015 (the " Notes" ). The Notes will be issued pursuant to an indenture (the " Indenture" ), to be dated as of November 30, 2009, by and among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the " Trustee" ) and collateral agent (in such capacity, the " Collateral Agent" ). Capitalized terms used, but not defined herein, shall have the meanings set forth in the " Descriptionof Notes" section of the Final Offering Memorandum (as hereinafter defined).

The Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the " Securities Act" ). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the " Notice to Investors" section of the Final Offering Memorandum (defined below). The " Final Offering Memorandum" shall mean the final offering memorandum, dated the date hereof, including the information incorporated by reference therein. The Company has prepared a preliminary offering memorandum, dated November 9, 2009, including the information incorporated by reference therein (the " Preliminary Offering Memorandum" ) and a pricing term sheet attached hereto as Schedule I (the " Pricing Supplement" ), which includes pricing terms and other information relating to the purchase and sale of the Notes by the Initial Purchasers (the " Offering" ). The term " Offering Memorandum" means collectively the Preliminary Offering Memorandum (as supplemented by the Pricing Supplement) and the Final Offering Memorandum, and any amendment or supplement to any such document, including exhibits and schedules thereto, including all information incorporated by reference therein. The Preliminary Offering Memorandum and the Pricing Supplement are together referred to herein as the " Pricing Disclosure Package ."

On the Closing Date and concurrently with the consummation of this Offering, the Company will enter into an amended senior secured credit facility among the Company, the Guarantors, Wells Fargo Foothill, LLC, as administrative agent, co-lead arranger and co-syndication agent, Jefferies Finance LLC, as co-lead arranger and co-syndication agent, and the lenders party thereto, which will provide for a $75.0 million senior secured revolving credit facility and a $165.6 million senior secured term loan facility (as amended, supplemented, modified, extended or restated from time to time, the " Amended and Restated Credit Agreement" ).

The proceeds of the Notes will be used (a) to redeem and repay all of the Company' s issued and outstanding 14% senior secured notes due 2011 (the " 14% Notes" ), (b) to pay related fees and expenses and (c) for general corporate purposes or, if consummated, for the proposed acquisition of the Company by affiliates of Tilman J. Fertitta.

2. Terms of Offering . The Initial Purchasers have advised the Company, and the Company understands, that the Initial Purchasers will make offers to sell (the " Exempt Resales" ) some or all of the Notes purchased by the Initial Purchasers hereunder on the terms set forth in the Pricing Disclosure Package and the Final Offering Memorandum, as amended or supplemented, solely to persons (the " Subsequent Purchasers" ) whom the Initial Purchasers reasonably believe to be (a) " qualified institutional buyers" as defined in Rule 144A under the Securities Act (" QIBs" ), as such rule may be amended from time to time, and (b) non-U.S. persons permitted to purchase the Notes in offshore transactions in reliance upon Regulation S under the Securities Act (" Regulation S Persons" ), as such rule may be amended from time to time.

Pursuant to the Indenture, each Domestic Restricted Subsidiary of the Company shall fully and unconditionally guarantee to each holder of the Notes and the Trustee, on a senior secured basis, the payment and performance of the Company' s Obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a " Guarantor" and each such guarantee being referred to herein as a " Guarantee" ). Pursuant to the terms of the Indenture and the Collateral Agreements, all of the Company' s and each Guarantor' s obligations under the Indenture, the Notes and the Guarantees will be secured by a Lien on substantially all the assets of the Company and the Guarantors; provided, however, that pursuant to the terms of the Intercreditor Agreement, such Lien will be contractually subordinated to a Lien on the Collateral that secures all Obligations under the Amended and Restated Credit Agreement and certain other permitted indebtedness. Holders of the Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the " Registration Rights Agreement" ), to be executed on and dated as of the Closing Date, in a form reasonably acceptable to the Initial Purchasers in conformity in all material respects with the description of such registration rights contained in the Pricing Disclosure Package and the Final Offering Memorandum. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, to file with the SEC (i) a registration statement under the Securities Act relating to the 11 % Senior Secured Notes due 2015 (the " Exchange Notes" ), which shall be identical to the Notes (except that the Exchange Notes shall have been registered pursuant to such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions) to be offered in exchange for the Notes (such offer to exchange being referred to as the " Exchange Offer" ), and/or (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the " Shelf Registration Statement" ) relating to the resale by certain holders

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of the Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes and cause the Guarantors to issue exchange guarantees to the Initial Purchasers (the " Private Exchange Notes" and " Private Exchange Guarantees ," respectively). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances in accordance with the terms of the Registration Rights Agreement.

This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Exchange Notes, the Private Exchange Notes, the Guarantees and the Private Exchange Guarantees are collectively referred to herein as the " Transaction Documents ." The Offering, the entry into the Amended and Restated Credit Agreement and the application of the proceeds therefrom as described in the Pricing Disclosure Package and the Offering Memorandum and the issuance and sale of the Notes in accordance with this Agreement are collectively referred to herein as the " Transactions" .

3. Purchase, Sale and Delivery . On the basis of the representations, warranties, agreements and covenants contained herein and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Notes set forth opposite such Initial Purchaser' s name in Schedule I hereto at a purchase price of 96.33542625% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Notes shall be made at a closing (the " Closing" ) to be held at 10:00 a.m., New York time, on November 30, 2009 (the " Closing Date" ) at the New York offices of Proskauer Rose LLP. The Company shall deliver to the Initial Purchasers one or more certificates representing the Notes in global form, registered in such names and denominations as the Initial Purchasers may request against payment by the Initial Purchasers of the purchase price therefor (net of expenses of the Initial Purchasers that are reimburseable by the Company) by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing Date. The certificates representing the Notes in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (" DTC" ) or its designated custodian, and registered in the name of Cede & Co.

4. Representations and Warranties of the Company and the Guarantors . The Company and the Guarantors jointly and severally represent and warrant to the Initial Purchasers that, as of the date hereof and as of the Closing Date: (a) No Material Misstatement or Omission. The Pricing Disclosure Package, and any amendment or supplement thereto as of the date thereof and at all times subsequent thereto up to the Closing Date and the Final Offering Memorandum and any amendment or supplement thereto as of the date thereof and at all times subsequent thereto up to the Closing Date, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 4(a) do not apply to statements or omissions made in reliance upon and in conformity with the Initial Purchasers Information (as defined in Section 11 ). No injunction or order has been issued and no proceeding is pending or threatened, that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or


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sale of any of the Notes or the use of the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. The Pricing Disclosure Package and Final Offering Memorandum, as of their respective dates, contained all the information specified in Rule 144A(d)(4) of the Securities Act.

(b) Additional Written Communication. The Company has not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) and (ii) below) a " Company Additional Written Communication" ) other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum, and (iii) any electronic road show or other written communications, in each case used in accordance with Section 5(c) . Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company in writing by any of the Initial Purchasers expressly for use in any Company Additional Written Communication.

(c) Subsidiaries. Each corporation, partnership, limited liability company or other entity in which the Company, directly or indirectly through any of its subsidiaries, owns more than 50% of any class of equity securities or interests is listed on Schedule II attached hereto (the " Subsidiaries" ). Each Subsidiary that is an Unrestricted Subsidiary has an asterisk (" *" ) next to its name on such schedule.

(d) Incorporation and Good Standing. Each of the Company and its Subsidiaries (i) has been duly organized or formed, as the case may be, is validly existing and, is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite corporate, limited liability company or partnership power and authority, as applicable, to carry on its business and to own, lease and operate its properties and assets as currently being operated, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, limited liability company, partnership or other entity as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (A) the properties, business, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (B) the ability of the Company or the Guarantors to perform their obligations in all material respects under any of the Transaction Documents, (C) the enforceability of any Collateral Agreement or the attachment, perfection or priority of any of the Liens or security interests intended to be created under the Transaction Documents, (D) the validity or enforceability of any of the Transaction Documents, or (E) the consummation of any of the Transactions (each, a " Material Adverse Effect" ). (e) Capitalization and Other Stock Matters. All of the issued and outstanding shares of capital stock or membership interests in, as the case may be, of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights. The table in the " Capitalization" section of the Offering Memorandum (including the footnotes thereto) sets forth, as of its date, (i) the actual cash and cash equivalents and capitalization of the Company


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and the Subsidiaries on a consolidated basis and (ii) the as adjusted cash and cash equivalents and capitalization of the Company and the Subsidiaries on a consolidated basis after giving effect to the Transactions and the other transactions described in the Offering Memorandum under the section entitled " Use of Proceeds." Except as set forth in the table in the " Capitalization" section of the Offering Memorandum, immediately following the Closing neither the Company nor any of the Subsidiaries will have any liabilities, absolute or accrued, contingent or otherwise, other than (A) liabilities that are reflected in the Financial Statements (as hereinafter defined) or (B) liabilities incurred subsequent to the date thereof in the ordinary course of business, consistent with past practice, or in connection with the Transactions, that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries are owned, directly or indirectly, by the Company, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, " Liens ), except as set forth in the Offering Memorandum and other than those imposed by the Securities Act and the securities or " Blue Sky" laws of certain domestic or foreign jurisdictions and Liens constituting Permitted Liens. Except as disclosed in the Offering Memorandum, there are no outstanding (A) options, warrants, subscriptions, calls or other rights for unaffiliated third parties to purchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or other obligations of the Company or any of the Subsidiaries to issue to, or to repurchase or otherwise acquire from, any unaffiliated third parties or (C) other rights of unaffiliated third parties to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), any shares of capital stock of or other ownership or equity interests in the Company or any of the Subsidiaries.

(f) Organizational Authority. The Company and each of the Guarantors has all requisite corporate or partnership power and authority, as applicable, to execute, deliver and perform their respective obligations under (i) the Transaction Documents to which they are a party and (ii) the Amended and Restated Credit Agreement, and to consummate the transactions contemplated thereby; and all necessary corporate or partnership action, as the case may be, has been taken by the Company and each of the Guarantors to authorize the making, execution, delivery, performance and consummation, as the case may be, of the Transaction Documents and the Amended and Restated Credit Agreement. (g) The Transactions. This Agreement has been duly and validly authorized, executed and delivered by the Company and the Guarantors. At the Closing Date, the Transaction Documents and the Amended and Restated Credit Agreement will be duly and validly authorized by the Company and the Guarantors. Each of this Agreement, the Indenture, the Collateral Agreements and the Amended and Restated Credit Agreement, when executed and delivered by the Company and the Guarantors, will constitute a legal, valid and binding obligation of each of the Company and the Guarantors, enforceable against each of the Company and the Guarantors in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and other laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefore may be brought. (h) The Notes and Exchange Notes. The Notes, when issued, will be in the form contemplated by the Indenture. When executed and delivered by the Company, the Guarantors and the Trustee, the Indenture will meet the requirements for qualification under the Trust Indenture Act of 1939, as amended (the " TIA" ). At the Closing Date, the Notes, the Exchange Notes and the Private Exchange Notes will have each been duly and validly authorized by the


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Company and, in the case of the Notes, when delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement and the Indenture and authenticated by the Trustee, will have been duly executed, authenticated, issued and delivered and will be legal, valid and binding obligations of the Company, entitled to the benefit of the Indenture, the Registration Rights Agreement and the Collateral Agreements, and enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and other laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefore may be brought. The Exchange Notes have been, or on or before the Closing Date will be, duly and validly authorized for issuance by the Company, and when issued, authenticated an delivered by the Company in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the Indenture, the Exchange Notes will be legally binding and valid obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and other laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefore may be brought. (i) The Guarantees and Exchange Guarantees. The Guarantees, when issued, will be in the form contemplated by the Indenture. At the Closing Date, the Guarantees will have been duly and validly authorized by the Guarantors and, when executed by the Guarantors, will have been duly executed, issued and delivered and will be legal, valid and binding obligations of the Guarantors, entitled to the benefit of the Indenture, the Registration Rights Agreement and the Collateral Agreements, and enforceable against the Guarantors in accordance with their terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and other laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefore may be brought. The guarantees of the Exchange Notes have been duly and validly authorized by each of the Guarantors and, when the Exchange Notes are issued, authenticated by the Trustee and delivered in accordance with the terms of the Registration Rights Agreement, the Exchange Offer and the Indenture, will be legally binding and valid obligations of the Guarantors, enforceable against each of them in accordance with their terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and other laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefore may be brought. (j) Registration Rights Agreement. At the Closing Date, the Registration Rights Agreement will be duly and validly authorized by the Company and the Guarantors. The Registration Rights Agreement, when executed by the Company and the Guarantors, will constitute a legal, valid and binding obligation of the Company and the Guarantors, and enforceable against the Company and the Guarantors in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and other laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefore may be brought. No holder of securities of the Company or any of the Subsidiaries will be entitled to have such securities registered under the registration statements required to be filed by the Company and the Guarantors with respect to the Notes pursuant to the Registration Rights Agreement.


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(k) No Violations. Neither the Company nor any of its Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or similar organizational documents (the " Charter Documents" ), (ii) in violation of any federal, state, local or foreign statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation or order (collectively, " Applicable Law" ) of any federal, state, local and other governmental authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization, domestic or foreign (each, a " Governmental Authority" ) applicable to any of them or any of their respective properties or assets, or (iii) in breach of the terms or provisions of or in default under any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which any of them is a party or by which any of them or their respective property or assets are or may be bound (collectively, " Applicable Agreements" ), except with respect to (ii) and (iii) above for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Applicable Agreements material to the Company and its Subsidiaries are in full force and effect and are legal, valid and binding obligations of the Company or any of its Subsidiaries, as the case may be. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of the Charter Documents or Applicable Laws, (b) a breach of or default under any Applicable Agreement, or (c) result in the imposition of any penalty or the acceleration of any indebtedness, except with respect to (b) and (c) above, that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (l) No Conflict. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any transactions contemplated therein will violate or constitute a breach of or a default (with the passage of time or otherwise) under, require the consent of any person (other than consents already obtained and in full force and effect and consents described under Section 4(p)) under, result in the imposition of a Lien on any properties or assets of the Company or any of its Subsidiaries (except for Liens pursuant to the Collateral Agreements), or result in an acceleration of indebtedness under or pursuant to (i) the Charter Documents, (ii) any Applicable Agreement, or (iii) any Applicable Law. Immediately after consummation of the Offering and the Transactions, no Default or Event of Default under the Notes, the Indenture or the Amended and Restated Credit Agreement will exist.

(m) Accurate Description. To the extent described in the Pricing Disclosure Package and the Final Offering Memorandum, when executed and delivered, the Transaction Documents and the Amended and Restated Credit Agreement will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Final Offering Memorandum.

(n) Incorporation by Reference. Item 11 of the Company' s Annual Report on Form 10-K for the year ended December 31, 2008 incorporated by reference into the Offering Memorandum (the " Incorporated Information" ) complies in all material respects with all applicable requirements of the Exchange Act, including the rules and regulations promulgated thereunder, and the Incorporated Information does not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading.

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(o) Summaries of Certain Information. The statements set forth in the Offering Memorandum under the captions " Description of Notes," " Description of Certain Indebtedness," " Regulatory Environment" and " Certain U.S. Federal Income Tax Considerations," insofar as they constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present, in all material respects, the information called for with respect to such legal matters, documents or proceedings. (p) No Third Party Consents. Except as may be required by the Nevada Gaming Commission with respect to the pledge of the capital stock of Landry' s Gaming, Inc., no consent, approval, authorization or order of any Governmental Authority, or third party is required for the issuance and sale by the Company of the Notes to the Initial Purchasers, the issuance of the Guarantee by the Guarantors, or the consummation by the Company and the
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