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                                                                     EXHIBIT 4.3

                                  $105,000,000

                         MORTON'S RESTAURANT GROUP, INC.

                      7 1/2% SENIOR SECURED NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT


JEFFERIES & COMPANY, INC.                                            July 7,2003
11100 Santa Monica Boulevard
10th Floor
Los Angeles, CA 90025

Ladies and Gentlemen:

     MORTON'S RESTAURANT GROUP, INC., a Delaware corporation (the "COMPANY"), is
issuing and selling to Jefferies & Company, Inc. (the "INITIAL PURCHASER"), upon
the terms set forth in the Purchase Agreement, dated as of June 27, 2003,
between the Company and the Initial Purchaser (the "PURCHASE AGREEMENT"),
$105,000,000 aggregate principal amount at maturity of 7 1/2% Senior Secured
Notes due 2010 issued by the Company (each, a "NOTE" and collectively, the
"NOTES"). As an inducement to the Initial Purchaser to enter into the Purchase
Agreement, the Company and the Guarantors (as defined below) agree with the
Initial Purchaser, for the benefit of the Holders (as defined below) of the
Notes (including, without limitation, the Initial Purchaser), as follows:

1.   DEFINITIONS

     Capitalized terms that are used herein without definition and are defined
in the Purchase Agreement shall have the respective meanings ascribed to them in
the Purchase Agreement. As used in this Agreement, the following terms shall
have the following meanings:

     ADDITIONAL INTEREST: See Section 4(a).

     ADVICE: See Section 5(u).

     AGREEMENT: This Registration Rights Agreement, dated as of the Closing
Date, between the Company and the Initial Purchaser.

     APPLICABLE PERIOD: See Section 2(e).

     BUSINESS DAY: A day that is not a Saturday, a Sunday or a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to be closed.

     CLOSING DATE: July 7, 2003.

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     COLLATERAL AGREEMENTS: Shall have the meaning set forth in the Indenture.

     COMPANY: See the introductory paragraph to this Agreement.

     DAY: Unless otherwise expressly provided, a calendar day.

     EFFECTIVENESS DATE: The 180th day after the Issue Date.

     EFFECTIVENESS PERIOD: See Section 3(a).

     EVENT DATE: See Section 4(b).

     EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

     EXCHANGE NOTES: Senior Secured Notes due 2010 of the Company, identical in
all material respects to the Notes, including the guarantees endorsed thereon,
except for restrictive legends and additional interest provisions.

     EXCHANGE OFFER: See Section 2(a).

     EXCHANGE REGISTRATION STATEMENT: See Section 2(a).

     FILING DATE: The 90th day after the Issue Date; PROVIDED, THAT if the
Filing Date would otherwise fall on a day that is not a Business Day, then the
Filing Date shall be the next succeeding Business Day.

     GUARANTORS: Shall mean the Subsidiary Guarantors.

     HOLDER: Any registered holder of Registrable Notes.

     INDEMNIFIED PARTY: See Section 7(c).

     INDEMNIFYING PARTY: See Section 7(c).

     INDENTURE: The Indenture, dated as of the Closing Date, among the Company,
the Guarantors and The Bank of New York, as trustee, pursuant to which the Notes
are being issued, as amended or supplemented from time to time in accordance
with the terms hereof.

     INITIAL PURCHASER: See the introductory paragraph to this Agreement.

     INITIAL SHELF REGISTRATION:  See Section 3(a).

     INSPECTORS: See Section 5(n).

     ISSUE DATE: July 7, 2003.

     LOSSES: See Section 7(a).

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     NASD: National Association of Securities Dealers, Inc.

     NOTES: Shall mean the Notes (as set forth in the introductory paragraph to
this Agreement).

     PARTICIPATING BROKER-DEALER: See Section 2(e).

     PERSON: An individual, trustee, corporation, partnership, limited liability
company, joint stock company, trust, unincorporated association, union, business
association, firm, government or agency or political subdivision thereof, or
other legal entity.

     PRIVATE EXCHANGE: See Section 2(f).

     PRIVATE EXCHANGE NOTES: See Section 2(f).

     PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Notes covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

     PURCHASE AGREEMENT: See the introductory paragraph to this Agreement.

     RECORDS: See Section 5(n).

     REGISTRABLE NOTES: (i) Notes, (ii) Private Exchange Notes and (iii)
Exchange Notes received in the Exchange Offer as to which Section 2(j)(iv) is
applicable, in each case, that may not be sold without restriction under federal
or state securities laws until, in each case, the earliest to occur of (i) a
Registration Statement (other than, with respect to any Exchange Note as to
which Section 2(j)(iv) hereto is applicable, the Exchange Offer Registration
Statement) covering such Note, Exchange Note or Private Exchange Note has been
declared effective by the SEC and such Note, Exchange Note or such Private
Exchange Note, as the case may be, has been disposed of in accordance with such
effective Registration Statement, (ii) such Note has been exchanged pursuant to
the Exchange Offer for an Exchange Note or Exchange Notes that may be resold
without restriction under state and federal securities laws, (iii) such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note, as the case may be, may be resold without restriction
pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

     REGISTRATION STATEMENT: Any registration statement of the Company and the
Guarantors filed with the SEC under the Securities Act (including, but not
limited to, the Exchange Registration Statement, the Shelf Registration and any
subsequent Shelf Registration) that covers any of the Registrable Notes pursuant
to the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective

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amendments, all exhibits and all material incorporated by reference or deemed to
be incorporated by reference in such registration statement.

     RULE 144: Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

     RULE 144A: Rule 144A promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

     RULE 415: Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

     RULE 430A: Rule 430A promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

     SEC: The Securities and Exchange Commission.

     SECURITIES: The Notes, the Exchange Notes and the Private Exchange Notes.

     SECURITIES ACT: The Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.

     SHELF NOTICE: See Section 2(j).

     SHELF REGISTRATION: See Section 3(b).

     SUBSEQUENT SHELF REGISTRATION: See Section 3(b).

     SUBSIDIARY GUARANTOR: Each subsidiary of the Company that guarantees the
obligations of the Company under the Notes and the Indenture.

     TIA: The Trust Indenture Act of 1939, as amended.

     TRUSTEE: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Notes and Private Exchange Notes (if
any).

     UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in which
securities of the Company are sold to an underwriter for reoffering to the
public.

2.   EXCHANGE OFFER

     (a)  Unless the Exchange Offer would violate applicable law or a policy of
          the SEC or its staff, the Company shall (and shall cause each
          Guarantor with respect to its guarantee to) (i) prepare and file with
          the SEC no later than the Filing Date, a registration statement (the
          "EXCHANGE REGISTRATION STATEMENT") on an appropriate

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          form under the Securities Act with respect to an offer (the "EXCHANGE
          OFFER") to the Holders of Notes to issue and deliver to such Holders,
          in exchange for the Notes, a like principal amount of Exchange Notes,
          (ii) use its reasonable best efforts to cause the Exchange
          Registration Statement to become effective no later than the
          Effectiveness Date, (iii) use its reasonable best efforts to keep the
          Exchange Registration Statement open for at least 30 days (or longer
          if required by applicable law) after the date notice of the Exchange
          Offer is mailed to Holders, and (iv) use its reasonable best efforts
          to commence the Exchange Offer and issue on or prior to 30 Business
          Days after the Effectiveness Date, Exchange Notes in exchange for all
          Notes validly tendered and not withdrawn prior thereto in the Exchange
          Offer. The Exchange Offer shall not be subject to any conditions,
          other than that (i) the Exchange Offer does not violate applicable law
          or any applicable interpretation of the staff of the SEC; (ii) no
          action or proceeding shall have been instituted or threatened in any
          court or by any governmental agency that might materially impair the
          ability of the Company to proceed with the Exchange Offer, and no
          material adverse development shall have occurred in any existing
          action or proceeding with respect to the Company; and (iii) all
          governmental approvals shall have been obtained, which approvals the
          Company deems necessary for the consummation of the Exchange Offer.

     (b)  The Exchange Notes shall be issued under, and entitled to the benefits
          of, (i) the Indenture or a trust indenture that is identical to the
          Indenture in all material respects (other than such changes as are
          necessary to comply with any requirements of the SEC to effect or
          maintain the qualifications thereof under the TIA or exemption from
          such qualification) and (ii) the Collateral Agreements.

     (c)  Interest on the Exchange Notes and Private Exchange Notes will accrue
          from the last interest payment date on which interest was paid on the
          Notes surrendered in exchange therefor or, if no interest has been
          paid on the Notes, from the Issue Date of the Notes. Each Exchange
          Note and Private Exchange Note shall bear interest at the rate set
          forth thereon; PROVIDED, THAT interest with respect to the period
          prior to the issuance thereof shall accrue at the rate or rates borne
          by the Notes surrendered in exchange therefor from time to time during
          such period.

     (d)  The Company may require each Holder as a condition to participation in
          the Exchange Offer to represent (i) that any Exchange Notes received
          by it will be acquired in the ordinary course of its business, (ii)
          that at the time of the commencement and consummation of the Exchange
          Offer such Holder has not entered into any arrangement or
          understanding with any Person to participate in the distribution
          (within the meaning of the Securities Act) of the Exchange Notes in
          violation of the provisions of the Securities Act, (iii) that such
          Holder is not an affiliate of the Company within the meaning of the
          Securities Act, or, if it is an affiliate of the Company, that it will
          comply with the registration and prospectus delivery requirements of
          the Securities Act to the extent applicable to it, (iv) if such Holder
          is not a broker-dealer, that it is not engaged in, and does not intend
          to engage in, the distribution of the Exchange Notes and (v) if such
          Holder is a Participating Broker-Dealer, that such Holder will receive
          Exchange Notes for its

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          own account in exchange for Notes that were acquired as a result of
          market-making or other trading activities, and that it will deliver a
          Prospectus in connection with any resale of the Exchange Notes.

     (e)  The Company shall include within the Prospectus contained in the
          Exchange Registration Statement a section entitled "Plan of
          Distribution" which shall contain all information that the SEC may
          require with respect to the potential "underwriter" status of any
          broker-dealer that is the beneficial owner (as defined in Rule 13d-3
          under the Exchange Act) of Exchange Notes received by such
          broker-dealer in the Exchange Offer for its own account in exchange
          for Notes that were acquired by it as a result of market-making or
          other trading activity (a "PARTICIPATING BROKER-DEALER"). Such "Plan
          of Distribution" section shall also allow, to the extent permitted by
          applicable policies and regulations of the SEC, the use of the
          Prospectus by all Persons subject to the prospectus delivery
          requirements of the Securities Act, including, to the extent so
          permitted, all Participating Broker-Dealers, and include a statement
          describing the manner in which Participating Broker-Dealers may resell
          the Exchange Notes. The Company shall use reasonable best efforts to
          keep the Exchange Registration Statement effective and to amend and
          supplement the Prospectus contained therein, in order to permit such
          Prospectus to be lawfully delivered by all Persons subject to the
          prospectus delivery requirements of the Securities Act for such period
          of time as is necessary to comply with applicable law in connection
          with the resale by such Persons of the Exchange Notes; PROVIDED,
          HOWEVER, that such period shall not be required to exceed 90 days
          (unless such period is extended pursuant to Section 3(d) below) (the
          "APPLICABLE PERIOD").

     (f)  If, upon consummation of the Exchange Offer, the Initial Purchaser
          holds any Notes acquired by it and having the status of an unsold
          allotment in the initial distribution, the Company (upon the written
          request from the Initial Purchaser) shall, simultaneously with the
          delivery of the Exchange Notes in the Exchange Offer, issue and
          deliver to the Initial Purchaser in exchange (the "PRIVATE EXCHANGE")
          for the Notes held by the Initial Purchaser, a like principal amount
          of Senior Secured Notes that are identical to the Exchange Notes in
          all material respects except for the existence of restrictions on
          transfer thereof under the Securities Act and securities laws of the
          several states of the United States and the placement of a restrictive
          legend thereon (the "PRIVATE EXCHANGE NOTES"). The Private Exchange
          Notes shall be issued pursuant to the same indenture as the Exchange
          Notes and bear the same CUSIP number as the Exchange Notes.

     (g)  In connection with the Exchange Offer, the Company shall:

          (i)     mail or cause to be mailed to each Holder of record a copy of
                  the Prospectus forming part of the Exchange Registration
                  Statement, together with an appropriate letter of transmittal
                  and related documents;

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          (ii)    utilize the services of a depository for the Exchange Offer
                  with an address in the Borough of Manhattan, the City of New
                  York, which may be the Trustee or an affiliate thereof;

          (iii)   permit Holders to withdraw tendered Registrable Notes at any
                  time prior to the close of business, New York time, on the
                  last Business Day on which the Exchange Offer shall remain
                  open; and

          (iv)    otherwise comply in all material respects with all applicable
                  laws.

     (h)  As soon as practicable after the close of the Exchange Offer or the
          Private Exchange, as the case may be, the Company shall:

          (i)     accept for exchange all Registrable Notes validly tendered
                  pursuant to the Exchange Offer or the Private Exchange, as the
                  case may be, and not validly withdrawn;

          (ii)    deliver to the Trustee for cancellation all Registrable Notes
                  so accepted for exchange; and

          (iii)   cause the Trustee to authenticate and deliver promptly to each
                  Holder tendering such Registrable Notes, Exchange Notes or
                  Private Exchange Notes, as the case may be, equal in principal
                  amount to the Notes of such Holder so accepted for exchange;
                  PROVIDED THAT, in the case of any Securities held in global
                  form by a depositary, authentication and delivery to such
                  depositary of one or more replacement Securities in global
                  form in an equivalent principal amount thereto for the account
                  of such Holders in accordance with the Indenture shall satisfy
                  such authentication and delivery requirement.

     (i)  The Exchange Notes and the Private Exchange Notes may be issued under
          (i) the Indenture or (ii) an indenture identical in all material
          respects to the Indenture, which in either event will provide that the
          Exchange Notes will not be subject to the transfer restrictions or
          additional interest provisions set forth in the Indenture, that the
          Private Exchange Notes will be subject to the transfer restrictions
          set forth in the Indenture, and that the Exchange Notes, the Private
          Exchange Notes and the Notes, if any, will be deemed one class of
          security (subject to the provisions of the Indenture) and entitled to
          participate in all the security granted by the Company pursuant to the
          Collateral Agreements and in any Subsidiary Guarantee (as such terms
          are defined in the Indenture) on an equal and ratable basis.

     (j)  If, (i) applicable interpretations of the staff of the SEC would not
          permit the consummation of the Exchange Offer as contemplated by this
          Section 2, (ii) the Exchange Offer is not consummated within 30
          Business Days after the Effectiveness Date for any reason, (iii) any
          holder of Private Exchange Notes so requests in writing to the Company
          within 30 days after the consummation of the Exchange Offer or (iv) in
          the case of any Holder that participates in the Exchange Offer but
          does not receive Exchange Notes on the date of the exchange that may

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          be sold without restriction under state and federal securities laws
          (other than due solely to the status of such Holder as an affiliate of
          the Company within the meaning of the Securities Act) and in the case
          of clauses (i) through (iv) of this paragraph so notifies the Company
          within 30 days of consummation of the Exchange Offer, then the Company
          (and any then existing Guarantor) shall promptly deliver to the
          Holders and the Trustee written notice thereof (the "SHELF NOTICE")
          and shall file an Initial Shelf Registration pursuant to Section 3.

3.   SHELF REGISTRATION

     If a Shelf Notice is properly delivered pursuant to Section 2(j), then:

     (a)  INITIAL SHELF REGISTRATION. The Company shall as promptly as
          practicable after the date of the Shelf Notice file (and shall cause
          any then existing Guarantor to file) with the SEC a Registration
          Statement for an offering to be made on a continuous basis pursuant to
          Rule 415 covering all of the Registrable Notes (the "INITIAL SHELF
          REGISTRATION"). If the Company (and any then existing Guarantor) has
          not yet filed an Exchange Registration Statement, the Company shall
          use its reasonable best efforts to file (and shall cause any then
          existing Guarantor to use its reasonable best efforts to file) with
          the SEC the Initial Shelf Registration on or prior to the Filing Date
          and shall use its reasonable best efforts to cause such Initial Shelf
          Registration to be declared effective under the Securities Act on or
          prior to the Effectiveness Date. Otherwise, the Company shall use its
          reasonable best efforts to file (and shall cause any then existing
          Guarantor to use its reasonable best efforts to file) with the SEC the
          Initial Shelf Registration within 90 days of the delivery of the Shelf
          Notice and shall use its reasonable best efforts to cause such Shelf
          Registration to be declared effective under the Securities Act as
          promptly as practicable thereafter. The Initial Shelf Registration
          shall be on Form S-1 or another appropriate form permitting
          registration of such Registrable Notes for resale by Holders in the
          manner or manners reasonably designated by them (including, without
          limitation, one or more underwritten offerings). The Company and
          Guarantors shall not permit any securities other than the Registrable
          Notes to be included in any Shelf Registration. No Holder of
          Registrable Notes shall be entitled to include any of its Registrable
          Notes in any Shelf Registration pursuant to this Agreement unless such
          Holder furnishes to the Company and the Trustee in writing, within 20
          days after receipt of a written request therefor, such information as
          the Company and the Trustee, after conferring with counsel with regard
          to information relating to Holders that would be required by the SEC
          to be included in such Shelf Registration or Prospectus included
          therein, may reasonably request for inclusion in any Shelf
          Registration or Prospectus included therein. The Company shall use its
          reasonable best efforts to keep the Initial Shelf Registration
          continuously effective under the Securities Act until the date which
          is two years from the Closing Date (the "EFFECTIVENESS PERIOD"), or
          such shorter period ending when (i) all Registrable Notes covered by
          the Initial Shelf Registration have been sold in the manner set forth
          and as contemplated in the Initial Shelf Registration or (ii) a
          Subsequent Shelf Registration covering all of the Registrable Notes
          covered by and not sold under

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          the Initial Shelf Registration or an earlier Subsequent Shelf
          Registration has been declared effective under the Securities Act.

     (b)  SUBSEQUENT SHELF REGISTRATIONS. If the Initial Shelf Registration or
          any Subsequent Shelf Registration (as defined below) ceases to be
          effective for any reason at any time during the Effectiveness Period
          (other than during any Blackout Period relating to such Shelf
          Registration Statement, or because of the sale of all of the
          securities registered thereunder), the Company shall use its
          reasonable best efforts to obtain the prompt withdrawal of any order
          suspending the effectiveness thereof, and in any event shall within 30
          days of such cessation of effectiveness amend such Shelf Registration
          in a manner designed to obtain the withdrawal of the order suspending
          the effectiveness thereof, or file (and cause any then existing
          Guarantor to file) an additional "shelf" Registration Statement
          pursuant to Rule 415 covering all of the Registrable Notes covered by
          and not sold under the Initial Shelf Registration or an earlier
          Subsequent Shelf Registration (a "SUBSEQUENT SHELF REGISTRATION"). If
          a Subsequent Shelf Registration is filed, the Company shall use its
          reasonable best efforts to cause the Subsequent Shelf Registration to
          be declared effective as soon as practicable after such filing and to
          keep such Subsequent Shelf Registration continuously effective for a
          period equal to the number of days in the Effectiveness Period less
          the aggregate number of days during which the Initial Shelf
          Registration or any Subsequent Shelf Registration was previously
          continuously effective. As used herein the term "SHELF REGISTRATION"
          means the Initial Shelf Registration and any Subsequent Shelf
          Registrations.

     (c)  SUPPLEMENTS AND AMENDMENTS. The Company shall promptly supplement and
          amend any Shelf Registration if required by the rules, regulations or
          instructions applicable to the registration form used for such Shelf
          Registration, if required by the Securities Act, or if reasonably
          requested in writing by the Holders of a majority in aggregate
          principal amount of the Registrable Notes covered by such Shelf
          Registration or by any underwriter of such Registrable Notes with
          respect to the information included therein regarding one or more of
          such Holders or, as applicable, such underwriter.

     (d)  BLACKOUT PERIOD. Notwithstanding anything to the contrary in this
          Agreement, the Company, upon notice to the Holders of Registrable
          Notes, may suspend the use of the Prospectus included in any Shelf
          Registration Statement in the event that and for a period of time (a
          "BLACKOUT PERIOD") not to exceed an aggregate of 60 days in any twelve
          month period (1) the Board of Directors of the Company determines, in
          good faith, that the disclosure of an event, occurrence or other item
          at such time could reasonably be expected to have a material adverse
          effect on the business, operations or prospects of the Company and its
          subsidiaries, taken as a whole or (2) the disclosure otherwise relates
          to a material business transaction which has not been publicly
          disclosed and the Board of Directors of the Company determines, in
          good faith, that any such disclosure would jeopardize the success of
          such transaction or that disclosure of the transaction is prohibited
          pursuant to the terms thereof; PROVIDED, THAT, upon the termination of
          such Blackout Period,

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          the Company promptly shall notify the Holders of Registrable Notes
          that such Blackout Period has been terminated.

4.   ADDITIONAL INTEREST

     (a)  The Company acknowledges and agrees that the Holders of Registrable
          Notes will suffer damages if the Company fails to fulfill its material
          obligations under Section 2 or Section 3 hereof and that it would not
          be feasible to ascertain the extent of such damages with precision.
          Accordingly, the Company agrees to pay additional cash interest on the
          Notes ("ADDITIONAL INTEREST") under the circumstances and to the
          extent set forth below (each of which shall be given independent
          effect):

          (i)     if (A) neither the Exchange Registration Statement nor the
                  Initial Shelf Registration has been filed on or prior to the
                  Filing Date or (B) notwithstanding that the Company has
                  consummated or will consummate an Exchange Offer, the Company
                  is required to file a Shelf Registration and such Shelf
                  Registration is not filed on or prior to the date required by
                  this Agreement, Additional Interest shall accrue on the Notes
                  over and above any stated interest at a rate of 0.25% per
                  annum of the principal amount of such Notes for the first 90
                  days immediately following the Filing Date, such Additional
                  Interest rate increasing by an additional 0.25% per annum at
                  the beginning of each subsequent 90-day period, subject to the
                  proviso in the last sentence of this paragraph;

          (ii)    if (A) neither the Exchange Registration Statement nor the
                  Initial Shelf Registration is declared effective on or prior
                  to the Effectiveness Date, or (B) notwithstanding that the
                  Company has consummated or will consummate an Exchange Offer,
                  the Company is required to file a Shelf Registration and such
                  Shelf Registration is not declared effective by the SEC on or
                  prior to the 180th day following the date such Shelf
                  Registration was filed, Additional Interest shall accrue on
                  the Notes over and above any stated interest at a rate of
                  0.25% per annum of the principal amount of such Notes for the
                  first 90 days immediately following the Effectiveness Date,
                  such Additional Interest rate increasing by an additional
                  0.25% per annum at the beginning of each subsequent 90-day
                  period, subject to the proviso in the last sentence of this
                  paragraph;

          (iii)   if (A) the Company (and any then existing Guarantor) has not
                  exchanged Exchange Notes for all Notes validly tendered in
                  accordance with the terms of the Exchange Offer on or prior to
                  30 Business Days after the Effectiveness Date, (B) if
                  applicable, a Shelf Registration has been declared effective
                  and such Shelf Registration ceases to be effective at any time
                  prior to the second anniversary of its effective date (other
                  than during any Blackout Period relating to such Shelf
                  Registration Statement, or such time as all Notes have been
                  disposed of thereunder), then Additional Interest shall accrue
                  on the Notes, over and above any stated interest, at a

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                  rate of 0.25% per annum of the principal amount of such
                  Notes for the first 90 days commencing on (x) the 31st
                  Business Day after the Effectiveness Date, in the case of
                  clause (A) above, or (y) the day such Shelf Registration
                  ceases to be effective in the case of clause (B) above, such
                  Additional Interest rate increasing by an additional 0.25%
                  per annum at the beginning of each subsequent 90-day period,
                  subject to the proviso in the last sentence of this
                  paragraph;

          PROVIDED, HOWEVER, that the maximum Additional Interest rate on the
          Notes may not exceed at any one time in the aggregate 1.0% per annum;
          and PROVIDED FURTHER, that (1) upon the filing of the Exchange
          Registration Statement or Shelf Registration (in the case of (i)
          above), (2) upon the effectiveness of the Exchange Registration
          Statement or Shelf Registration (in the case of (ii) above), or (3)
          upon the exchange of Exchange Notes for all Notes tendered (in the
          case of (iii)(A) above), or upon the effectiveness of a Shelf
          Registration which had ceased to remain effective (in the case of
          (iii)(B) above), Additional Interest on the Notes as a result of such
          clause (or the relevant subclause thereof), as the case may be, shall
          cease to accrue. Additional Interest will not accrue under more than
          one of the foregoing clauses (1) -(3) at any one time. Notwithstanding
          the foregoing, no Additional Interest shall accrue with respect to
          Notes that are not Registrable Notes.

     (b)  The Company shall notify the Trustee within 3 Business Days after each
          and every date on which an event occurs in respect of which Additional
          Interest is required to be paid (an "EVENT DATE"). Any amounts of
          Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii)
          of this Section 4 will be payable in cash, on the dates and in the
          manner provided in the Indenture and whether or not any cash interest
          would then be payable on such date, commencing with the first such
          semi-annual date occurring after any such Additional Interest
          commences to accrue. The amount of Additional Interest will be
          determined by multiplying the applicable Additional Interest rate by
          the principal amount of the Registrable Notes, multiplied by a
          fraction, the numerator of which is the number of days such Additional
          Interest rate was applicable during such period (determined on the
          basis of a 360-day year comprised of twelve 30-day months and, in the
          case of a partial month, the actual number of days elapsed), and the
          denominator of which is 360.

     (c)  The parties hereto agree that the Additional Interest provided for in
          this Section 4 constitutes the sole damages that will be suffered by
          Holders of Registrable Notes by reason of the occurrence of any of the
          events described in Sections 4(a)(i)-(iii) hereof.

5.   REGISTRATION PROCEDURES

     In connection with the filing of any Registration Statement pursuant to
Section 2 or 3 hereof, the Company shall effect such registrations to permit the
sale of such securities covered thereby in accordance with the intended method
or methods of disposition thereof, and pursuant

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thereto and in connection with any Registration Statement filed by the Company
hereunder, the Company shall:

     (a)  Prepare and file with the SEC on or prior to the Filing Date, the
          Exchange Registration Statement or if the Exchange Registration
          Statement is not filed because of the circumstances contemplated by
          Section 2(j), a Shelf Registration as prescribed by Section 3, and use
          its reasonable best efforts to cause each such Registration Statement
          to become effective and remain effective as provided herein; PROVIDED
          THAT, if (1) a Shelf Registration is filed pursuant to Section 3 or
          (2) a Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Notes during the Applicable Period before filing any Registration
          Statement or Prospectus or any amendments or supplements thereto the
          Company shall, if requested, furnish to and afford the Holders of the
          Registrable Notes to be registered pursuant to such Shelf Registration
          Statement, or each Participating Broker-Dealer and to their counsel
          and the managing underwriters, if any, a reasonable opportunity to
          review copies of all such documents (including copies of any documents
          to be incorporated by reference therein and all exhibits thereto)
          proposed to be filed (in each case at least 5 Business Days prior to
          such filing). The Company shall not file any such Registration
          Statement or Prospectus or any amendments or supplements thereto in
          respect of which the Holders must provide information for the
          inclusion therein without the Holders being afforded an opportunity to
          review such documentation if the holders of a majority in aggregate
          principal amount of the Registrable Notes covered by such Registration
          Statement, or any such Participating Broker-Dealer, as the case may
          be, their counsel, or the managing underwriters, if any, shall
          reasonably object in writing on a timely basis.

     (b)  Provide an indenture trustee for the Registrable Notes, the Exchange
          Notes or the Private Exchange Notes, as the case may be, and cause the
          Indenture (or other indenture relating to the Registrable Notes) to be
          qualified under the TIA not later than the effective date of the first
          Registration Statement; and in connection therewith, to effect such
          changes to such indenture as may be required for such indenture to be
          so qualified in accordance with the terms of the TIA; and execute, and
          use its reasonable best efforts to cause such trustee to execute, all
          documents as may be required to effect such changes, and all other
          forms and documents required to be filed with the SEC to enable such
          indenture to be so qualified in a timely manner.

     (c)  Prepare and file with the SEC such amendments and post-effective
          amendments to each Shelf Registration or Exchange Registration
          Statement, as the case may be, as may be necessary to keep such
          Registration Statement continuously effective for the Effectiveness
          Period or the Applicable Period, as the case may be; cause the related
          Prospectus to be supplemented by any Prospectus supplement required by
          applicable law, and as so supplemented to be filed pursuant to Rule
          424 (or any similar provisions then in force) promulgated under the
          Securities Act; and comply with the provisions of the Securities Act
          and the

                                       12
<Page>

          Exchange Act applicable to them with respect to the disposition of all
          securities covered by such Registration Statement as so amended or in
          such Prospectus as so supplemented and with respect to the subsequent
          resale of any securities being sold by a Participating Broker-Dealer
          covered by any such Prospectus; PROVIDED, THAT, to the extent relating
          to a Shelf Registration Statement, none of the foregoing shall be
          required during a Blackout Period. Other than during a Blackout Period
          with respect to a Shelf Registration Statement, the Company shall not,
          during the Applicable Period, voluntarily take any action that would
          result in selling Holders of the Registrable Notes covered by a
          Registration Statement or Participating Broker-Dealers seeking to sell
          Exchange Notes not being able to sell such Registrable Notes or such
          Exchange Notes during that period, unless such action is required by
          applicable law, rule or regulation or permitted by this Agreement.

     (d)  Furnish to such selling Holders and Participating Broker-Dealers who
          so request in writing (i) upon the Company's receipt, a copy of the
          order of the SEC declaring such Registration Statement and any post
          effective amendment thereto effective, (ii) such reasonable number of
          copies of such Registration Statement and of each amendment and
          supplement thereto (in each case including any documents incorporated
          therein by reference and all exhibits) and (iii) such reasonable
          number of copies of the Prospectus included in such Registration
          Statement (including each preliminary Prospectus) and each amendment
          and supplement thereto, and such reasonable number of copies of the
          final Prospectus as filed by the Company pursuant to Rule 424(b) under
          the Securities Act, in conformity with the requirements of the
          Securities Act and each amendment and supplement thereto. The Company
          hereby consents to the use of the Prospectus by each of the selling
          Holders of Registrable Notes or each such Participating Broker-Dealer,
          as the case may be, and the underwriters or agents, if any, and
          dealers, if any, in connection with the offering and sale of the
          Registrable Notes covered by, or the sale by Participating
          Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
          any amendment thereto.

     (e)  If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Notes during the Applicable Period relating thereto from whom the
          Company has received written notice that it will be a Participating
          Broker-Dealer in the Exchange Offer, notify the selling Holders of
          Registrable Notes, or each such Participating Broker-Dealer, as the
          case may be, their counsel and the managing underwriters, if any,
          promptly (but in any event within 2 Business Days), and confirm such
          notice in writing, (i) when a Prospectus or any Prospectus supplement
          or post-effective amendment has been filed, and, with respect to a
          Registration Statement or any post-effective amendment, when the same
          has become effective (including in such notice a written statement
          that any Holder may, upon request, obtain, without charge, one
          conformed copy of such Registration Statement or post-effective
          amendment including financial statements and schedules, documents
          incorporated or deemed to be incorporated by reference and exhibits),
          (ii) of the issuance by the SEC of

                                       13
<Page>

          any stop order suspending the effectiveness of a Registration
          Statement or of any order preventing or suspending the use of any
          Prospectus or the initiation of any proceedings for that purpose,
          (iii) if at any time when a Prospectus is required by the Securities
          Act to be delivered in connection with sales of the Registrable Notes
          the representations and warranties of the Company contained in any
          agreement (including any underwriting agreement) contemplated by
          Section 5(m) hereof cease to be true and correct, (iv) of the receipt
          by the Company of any notification with respect to the suspension of
          the qualification or exemption from qualification of a Registration
          Statement or any of the Registrable Notes or the Exchange Notes to be
          sold by any Participating Broker-Dealer for offer or sale in any
          jurisdiction, or the initiation or threatening of any proceeding for
          such purpose, (v) of the happening of any event, the existence of any
          condition of any information becoming known that makes any statement
          made in such Registration Statement or related Prospectus or any
          document incorporated or deemed to be incorporated therein by
          reference untrue in any material respect or that requires the making
          of any changes in, or amendments or supplements to, such Registration
          Statement, Prospectus or documents so that, in the case of the
          Registration Statement and the Prospectus, it will not contain any
          untrue statement of a material fact or omit to state any material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading and (vi) of any reasonable determination by the Company
          that a post-effective amendment to a Registration Statement would be
          appropriate.

     (f)  Use its reasonable best efforts to prevent the issuance of any order
          suspending the effectiveness of a Registration Statement or of any
          order preventing or suspending the use of a Prospectus or suspending
          the qualification (or exemption from qualification) of any of the
          Registrable Notes or the Exchange Notes to be sold by any
          Participating Broker-Dealer, for sale in any jurisdiction, and, if any
          such order is issued, to use its reasonable best efforts to obtain the
          withdrawal of any such order at the earliest possible date.

     (g)  Subject to Section 3(d), if (A) a Shelf Registration is filed pursuant
          to Section 3 or (B) a Prospectus contained in an Exchange Registration
          Statement filed pursuant to Section 2 is required to be delivered
          under the Securities Act by any Participating Broker-Dealer who seeks
          to sell Exchange Notes during the Applicable Period or (C) reasonably
          requested in writing by the managing underwriters, if any, or the
          Holders of a majority in aggregate principal amount of the Registrable
          Notes being sold in connection with an underwritten offering, (i)
          promptly incorporate in a Prospectus supplement or post-effective
          amendment such information or revisions to information therein
          relating to such underwriters or selling Holders as the managing
          underwriters, if any, or such Holders or their counsel reasonably
          request in writing to be included or made therein and (ii) make all
          required filings of such Prospectus supplement or such post-effective
          amendment as soon as practicable after the Company has received
          notification of the matters to be incorporated in such Prospectus
          supplements or post-effective amendment.

                                       14
<Page>

     (h)  Prior to any public offering of Registrable Notes or any delivery of a
          Prospectus contained in the Exchange Registration Statement by any
          Participating Broker-Dealer who seeks to sell Exchange Notes during
          the Applicable Period, use its reasonable best efforts to register or
          qualify, and to cooperate with the selling Holders of Registrable
          Notes or each such Participating Broker-Dealer, as the case may be,
          the managing underwriters, if any, and their respective counsel in
          connection with the registration or qualification (or exemption from
          such registration or qualification) of such Registrable Notes or
          Exchange Notes, as the case may be, for offer and sale under the
          securities or Blue Sky laws of such jurisdictions within the United
          States as any selling Holder, Participating Broker-Dealer or any
          managing underwriter or underwriters, if any, reasonably request in
          writing; PROVIDED THAT where Exchange Notes held by Participating
          Broker-Dealers or Registrable Notes are offered other than through an
          underwritten offering, the Company agrees to cause its counsel to
          perform Blue Sky investigations and file any registrations and
          qualifications required to be filed pursuant to this Section 5(h),
          keep each such registration or qualification (or exemption therefrom)
          effective during the period such Registration Statement is required to
          be kept effective and do any and all other acts or things reasonably
          necessary or advisable to enable the disposition in such jurisdictions
          of the Exchange Notes held by Participating Broker-Dealers or the
          Registrable Notes covered by the applicable Registration Statement;
          PROVIDED THAT neither the Company nor any existing Guarantor shall be
          required to (A) qualify generally to do business in any jurisdiction
          where it is not then so qualified, (B) take any action that would
          subject it to general service of process in any such jurisdiction
          where it is not then so subject or (C) subject itself to taxation in
          any such jurisdiction where it is not then so subject.

     (i)  If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is requested to be delivered under the
          Securities Act by any Participating Broker-Dealer who seeks to sell
          Exchange Notes during the Applicable Period, cooperate with the
          selling Holders of Registrable Notes and the managing underwriter or
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Notes to be sold,
          which certificates shall not bear any restrictive legends and shall be
          in a form eligible for deposit with The Depository Trust Company, and
          enable such Registrable Notes to be in such denominations (subject to
          applicable requirements contained in the Indenture) and registered in
          such names as the managing underwriter or underwriters, if any, or
          Holders may reasonably request in writing.

     (j)  If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Notes during the Applicable Period, upon the occurrence of any event
          contemplated by Section 5(e)(v) or 5(e)(vi) hereof, as promptly as
          practicable (except, in the case of a Shelf Registration, during a
          Blackout Period), prepare and file with the SEC, at the expense of the
          Company, a

                                       15
<Page>

          supplement or post-effective amendment to the Registration Statement
          or a supplement to the related Prospectus or any document incorporated
          or deemed to be incorporated therein by reference, or file any other
          required document so that, as thereafter delivered to the purchasers
          of the Registrable Notes being sold thereunder or to the purchasers of
          the Exchange Notes to whom such Prospectus will be delivered by a
          Participating Broker-Dealer, such Prospectus will not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

     (k)  Use its reasonable best efforts to cause the Registrable Notes covered
          by a Registration Statement to be rated with such appropriate rating
          agencies (unless such Notes are already so rated), if so requested in
          writing by the Holders of a majority in aggregate principal amount of
          the Registrable Notes covered by such Registration Statement or the
          managing underwriter or underwriters, if any.

     (l)  Prior to the initial issuance of the Exchange Notes, (i) provide the
          Trustee with one or more certificates for the Registrable Notes in a
          form eligible for deposit with The Depository Trust Company and (ii)
          provide a CUSIP number for the Exchange Notes.

     (m)  If a Shelf Registration is filed pursuant to Section 3, enter into
          such agreements (including an underwriting agreement in form, scope
          and substance as is customary in underwritten offerings of debt
          securities similar to the Notes, as may be appropriate in the
          circumstances) and take all such other actions in connection therewith
          (including those reasonably requested in writing by the managing
          underwriters, if any) in order to expedite or facilitate the
          registration or the disposition of such Registrable Notes, and in such
          connection, whether or not an underwriting agreement is entered into
          and whether or not the registration is an Underwritten Registration,
          (i) make such representations and warranties to the Holders and the
          underwriters, if any, with respect to the business of the Company and
          its subsidiaries as then conducted, and the Registration Statement,
          Prospectus and documents, if any, incorporated or deemed to be
          incorporated by reference therein, in each case, in form, substance
          and scope as are customarily made by issuers to underwriters in
          underwritten offerings of debt securities similar to the Notes, as may
          be appropriate in the circumstances, and confirm the same if and when
          reasonably required; (ii) obtain an opinion of counsel to the Company
          and updates thereof (which counsel and opinions (in form, scope and
          substance) shall be reasonably satisfactory to the managing
          underwriters, if any), addressed to the underwriters, if any, covering
          the matters customarily covered in opinions of counsel to the Company
          requested in underwritten offerings of debt securities similar to the
          Notes, as may be appropriate in the circumstances; and (iii) obtain
          "cold comfort" letters and updates thereof (which letters and updates
          (in form, scope and substance) shall be reasonably satisfactory to the
          managing underwriters) from the independent certified public
          accountants of the Company (and, if necessary, any other independent
          certified public accountants of any subsidiary of the Company or of
          any business acquired by the Company for which

                                       16
<Page>

          financial statements and financial data are, or are required to be,
          included in the Registration Statement), addressed to each of the
          underwriters, such letters to be in customary form and covering
          matters of the type customarily covered in "cold comfort" letters in
          connection with underwritten offerings of debt securities similar to
          the Notes, as may be appropriate in the circumstances.

     (n)  If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
          Prospectus contained in an Exchange Registration Statement filed
          pursuant to Section 2 is required to be delivered under the Securities
          Act by any Participating Broker-Dealer who seeks to sell Exchange
          Notes during the Applicable Period, make available for inspection by
          any selling Holder of such Registrable Notes being sold, or each such
          Participating Broker-Dealer, as the case may be, any underwriter
          participating in any such disposition of Registrable Notes, if any,
          and any attorney, accountant or other agent retained by any such
          selling Holder or each such Participating Broker-Dealer, as the case
          may be, or underwriter (collectively, the "INSPECTORS"), upon written
          request, at the offices where normally kept, during reasonable
          business hours, all pertinent financial and other records and
          pertinent corporate documents of the Company and its subsidiaries
          (collectively, the "RECORDS") as shall be reasonably necessary to
          enable them to exercise any applicable due diligence responsibilities,
          and cause the officers, directors and employees of the Company and its
          subsidiaries to supply all information reasonably requested in writing
          by any such Inspector in connection with such due diligence
          responsibilities. Each Inspector shall agree in writing that it will
          keep the Records confidential and not disclose any of the Records
          unless (i) the release of such Records is ordered pursuant to a
          subpoena or other order from a court of competent jurisdiction, (ii)
          the information in such Records is public or has been made generally
          available to the public other than as a result of a disclosure or
          failure to safeguard by such Inspector or (iii) disclosure of such
          information is, in the reasonable written opinion of counsel for any
          Inspector, necessary or advisable in connection with any action,
          claim, suit or proceeding, directly or indirectly, involving or
          potentially involving such Inspector and arising out of, based upon,
          related to, or involving this Agreement, or any transaction
          contemplated hereby or arising hereunder. Each selling Holder of such
          Registrable Notes and each such Participating Broker-Dealer will be
          required to agree that information obtained by it as a result of such
          inspections shall be deemed confidential and shall not be used by it
          as the basis for any market transactions in the securities of the
          Company unless and until such is made generally available to the
          public. Each Inspector, each selling Holder of such Registrable Notes
          and each such Participating Broker-Dealer will be required to further
          agree that it will, upon learning that disclosure of such Records is
          sought in a court of competent jurisdiction, give notice to the
          Company and, to the extent practicable, use its best efforts to allow
          the Company, at its expense, to undertake appropriate action to
          prevent disclosure of the Records deemed confidential at its expense.

     (o)  Comply with all applicable rules and regulations of the SEC and make
          generally available to the security holders of the Company with regard
          to any applicable

                                       17
<Page>

          Registration Statement earning statements satisfying the provisions of
          section 11(a) of the Securities Act and Rule 158 thereunder (or any
          similar rule promulgated under the Securities Act) no later than 45
          days after the end of any fiscal quarter (or 90 days after the end of
          any 12-month period if such period is a fiscal year) (i) commencing at
          the end of any fiscal quarter in which Registrable Notes are sold to
          underwriters in a firm commitment or best efforts underwritten
          offering and (ii) if not sold to underwriters in such an offering,
          commencing on the first day of the first fiscal quarter of the Company
          after the effective date of a Registration Statement, which statements
          shall cover said 12-month periods.

     (p)  Upon consummation of an Exchange Offer or Private Exchange, if so
          requested by the Trustee, obtain an opinion of counsel to the Company
          (in form, scope and substance customary for underwritten
          transactions), addressed to the Trustee for the benefit of all Holders
          participating in the Exchange Offer or Private Exchange, as the case
          may be, to the effect that (i) the Company and the existing Guarantors
          have duly authorized, executed and delivered the Exchange Notes or the
          Private Exchange Notes, as the case may be, and the Indenture, (ii)
          the Exchange Notes or the Private Exchange Notes, as the case may be,
          and the Indenture constitute legal, valid and binding obligations of
          the Company and the existing Guarantors, enforceable against the
          Company and the existing Guarantors in accordance with their
          respective terms, except as such enforcement may be subject to
          customary United States and foreign exceptions and (iii) all
          obligations of the Company and the existing Guarantors under the
          Exchange Notes or the Private Exchange Notes, as the case may be, and
          the Indenture are secured to the same extent as the Notes.

     (q)  If the Exchange Offer or a Private Exchange is to be consummated, upon
          delivery of the Registrable Notes by the Holders to the Company (or to
          such other Person as directed by the Company) in exchange for the
          Exchange Notes or the Private Exchange Notes, as the case may be, the
          Company shall mark, or cause to be marked, on such Registrable Notes
          that the Exchange Notes or the Private Exchange Notes, as the case may
          be, are being issued as substitute evidence of the indebtedness
          originally evidenced by the Registrable Notes; PROVIDED THAT in no
          event shall such Registrable Notes be marked as paid or otherwise
          satisfied.

     (r)  Cooperate with each seller of Registrable Notes covered by any
          Registration Statement and each underwriter, if any, participating in
          the disposition of such Registrable Notes and their respective counsel
          in connection with any filings required to be made with the NASD.

     (s)  Use its reasonable best efforts to take all other steps reasonably
          necessary to effect the registration of the Registrable Notes covered
          by a Registration Statement contemplated hereby.

     (t)  The Company may require each seller of Registrable Notes or
          Participating Broker-Dealer as to which any registration is being
          effected to furnish to the Company such information regarding such
          seller or Participating Broker-Dealer

                                       18
<Page>

          and the distribution of such Registrable Notes as the Company may,
          from time to time, reasonably request. The Company may exclude from
          such registration the Registrable Notes of any seller who fails to
          furnish such information within a reasonable time (which time in no
          event shall exceed 45 days) after receiving such request. Each seller
          of Registrable Notes or Participating Broker-Dealer as to which any
          registration is being effected agrees to furnish promptly to the
          Company all information required to be disclosed in order to make the
          information previously furnished by such seller not materially
          misleading.

     (u)  Each Holder of Registrable Notes and each Participating Broker-Dealer
          agrees by acquisition of such Registrable Notes or Exchange Notes to
          be sold by such Participating Broker-Dealer, as the case may be, that,
          upon receipt of any notice from the Company (i) of the happening of
          any event of the kind described in Section 5(e)(ii), 5(e)(iv),
          5(e)(v), or 5(e)(vi) or (ii) of the commencement of a Blackout Period,
          such Holder will forthwith discontinue disposition of such Registrable
          Notes covered by a Registration Statement (other than any Exchange
          Offer Registration Statement in the case of a Blackout Period) and
          such Participating Broker-Dealer will forthwith discontinue
          disposition of such Exchange Notes pursuant to any Prospectus and, in
          each case, forthwith discontinue dissemination of such Prospectus
          until (x) in the case of clause (i) of this paragraph, such Holder's
          or Participating Broker-Dealer's receipt of the copies of the
          supplemented or amended Prospectus contemplated by Section 5(j), or
          until it is advised in writing (the "ADVICE") by the Company that the
          use of the applicable Prospectus may be resumed, and has received
          copies of any amendments or supplements thereto and, if so directed by
          the Company, such Holder or Participating Broker-Dealer, as the case
          may be, will deliver to the Company all copies, other than permanent
          file copies, then in such Holder's or Participating Broker-Dealer's
          possession, of the Prospectus covering such Registrable Notes current
          at the time of the receipt of such notice or (y) in the case of clause
          (ii) of this paragraph, the receipt of notice from the Company that
          such Blackout Period has ended. In the event the Company shall give
          any such notice, the Applicable Period shall be extended by the number
          of days during such periods from and including the date of the giving
          of such notice to and including the date when each Participating
          Broker-Dealer shall have received (x) the copies of the supplemented
          or amended Prospectus contemplated by Section 5(j) or (y) the Advice.

6.   REGISTRATION EXPENSES

     (a)  All fees and expenses incident to the performance of or compliance
          with this Agreement by the Company (other than any underwriting
          discounts or commissions) shall be borne by the Company, whether or
          not the Exchange Offer or a Shelf Registration is filed or becomes
          effective, including, without limitation, (i) all registration and
          filing fees, including, without limitation, (A) fees with respect to
          filings required to be made with the NASD in connection with any
          underwritten offering and (B) fees and expenses of compliance with
          state securities or Blue Sky laws as provided in Section 5(h) hereof,
          (ii) messenger,

                                       19
<Page>

          telephone and delivery expenses incurred in connection with the
          performance of its obligations hereunder, (iii) fees and disbursements
          of counsel for the Company, (iv) fees and disbursements of all
          independent certified public accountants referred to in Section 5
          (including, without limitation, the expenses of any special audit and
          "cold comfort" letters required by or incident to such performance),
          (v) rating agency fees, (vi) Securities Act liability insurance, if
          the Company desires such insurance, (vii) fees and expenses of all
          other Persons retained by the Company, (viii) internal expenses of the
          Company (including, without limitation, all salaries and expenses of
          officers and employees of the Company performing legal or accounting
          duties), (ix) the expense of any annual audit, (x) the fees and
          expenses of the Trustee and the Exchange Agent and (xi) the expenses
          relating to printing, word processing and distributing all
          Registration Statements, underwriting agreements, securities sales
          agreements, indentures and any other documents necessary in order to
          comply with this Agreement (other than underwriting discounts and
          commissions).

     (b)  In the case of a Shelf Registration, the Company shall reimburse the
          Holders for the reasonable fees and disbursements of not more than one
          counsel chosen by the Holders of a majority in aggregate principal
          amount of the Registrable Notes to be included in any Registration
          Statement. The Company shall pay all documentary, stamp, transfer or
          other transactional taxes attributable to the issuance or delivery of
          the Exchange Notes or Private Exchange Notes in exchange for the
          Notes; PROVIDED THAT the Company shall not be required to pay taxes
          payable in respect of any transfer involved in the issuance or
          delivery of any Exchange Note or Private Exchange Note in a name other
          than that of the Holder of the Note in respect of which such Exchange
          Note or Private Exchange Note is being issued.

7.   INDEMNIFICATION

     (a)  INDEMNIFICATION BY THE COMPANY. The Company and the Guarantors jointly
          and severally agree to indemnify and hold harmless each Holder of
          Registrable Notes, Exchange Notes or Private Exchange Notes and each
          Participating Broker-Dealer selling Exchange Notes during the
          Applicable Period, each Person, if any, who controls each such Holder
          (within the meaning of Section 15 of the Securities Act or Section
          20(a) of the Exchange Act) and the officers, directors and partners of
          each such Holder, Participating Broker-Dealer and controlling person
          from and against any losses, claims, damages, liabilities, costs
          (including, without limitation, reasonable costs of preparation and
          reasonable attorneys' fees as provided in this Section 7) and
          reasonable expenses (including, without limitation, reasonable costs
          and expenses incurred in connection with investigating, preparing,
          pursuing or defending against any of the foregoing) (collectively,
          "LOSSES"), insofar as such Losses arise out of or are based upon any
          untrue statement or alleged untrue statement of a material fact in any
          Registration Statement, Prospectus or form of prospectus, or in any
          amendment or supplement thereto, or in any preliminary prospectus, or
          any omission or alleged omission to state therein a material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not

                                       20
<Page>

          misleading, except insofar as such Losses result solely from
          information relating to such Holder or Participating Broker-Dealer and
          furnished in writing to the Company (or reviewed and approved in
          writing) by such Holder or Participating Broker-Dealer or their
          counsel expressly for use therein; PROVIDED, HOWEVER, that the Company
          and the Guarantors will not be liable to any Indemnified Party (as
          defined below) under this Section 7 to the extent Losses were solely
          caused by an untrue statement or omission or alleged untrue statement
          or omission that was contained or made in any preliminary prospectus
          and corrected in the Prospectus or any amendment or supplement thereto
          if (i) any such Losses resulted from an action, claim or suit by any
          Person who purchased Registrable Notes or Exchange Notes which are the
          subject thereof from such Indemnified Party and (ii) it is established
          in the related proceeding that such Indemnified Party failed to
          deliver or provide a copy of the Prospectus (as amended or
          supplemented) to such Person with or prior to the confirmation of the
          sale of such Registrable Notes or Exchange Notes sold to such Person
          if required by applicable law, unless such failure to deliver or
          provide a copy of the Prospectus (as amended or supplemented) was a
          result of noncompliance by the Company with Section 5 of this
          Agreement. The Company and the Guarantors also agree to indemnify
          underwriters, selling brokers, dealer managers and similar securities
          industry professionals participating in the distribution, their
          officers, directors, agents and employees and each Person who controls
          such Persons (within the meaning of Section 15 of the Securities Act
          or Section 20(a) of the Exchange Act) to the same extent as provided
          above with respect to the indemnification of the Holders or the
          Participating Broker-Dealer.

     (b)  INDEMNIFICATION BY HOLDER. Each Holder shall indemnify and hold
          harmless the Company, the Guarantors, their respective directors and
          each Person, if any, who controls the Company (within the meaning of
          Section 15 of the Securities Act and Section 20(a) of the Exchange
          Act), and the directors, officers and partners of such controlling
          persons, from and against all Losses insofar as such Losses arise out
          of or are based upon any untrue statement or alleged untrue statement
          of a material fact in any Registration Statement, Prospectus or form
          of prospectus or in any amendment or supplement thereto or in any
          preliminary prospectus, or any omission or alleged omission to state
          therein a material fact required to be stated therein or necessary to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading to the extent, but only to the
          extent, that such losses are finally judicially determined by a court
          of competent jurisdiction in a final, unappealable order to have
          resulted solely from an untrue statement or alleged untrue statement
          of a material fact or omission or alleged omission of a material fact
          contained in or omitted from any information so furnished in writing
          by such Holder to the Company expressly for use therein.
          Notwithstanding the foregoing, in no event shall the liability of any
          selling Holder be greater in amount than the dollar amount of the
          proceeds (net of payment of all expenses) received by such Holder upon
          the sale of the Registrable Notes giving rise to such indemnification
          obligation.

                                       21
<Page>

     (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any proceeding shall be
          brought or asserted against any Person entitled to indemnity hereunder
          (an "INDEMNIFIED PARTY"), such Indemnified Party shall promptly notify
          the party or parties from which such indemnity is sought (the
          "INDEMNIFYING PARTY" or "INDEMNIFYING PARTIES", as applicable) in
          writing; PROVIDED, THAT the failure to so notify the Indemnifying
          Parties shall not relieve the Indemnifying Parties from any obligation
          or liability except to the extent (but only to the extent) that it
          shall be finally determined by a court of competent jurisdiction
          (which determination is not subject to appeal) that the Indemnifying
          Parties have been prejudiced materially by such failure.

     The Indemnifying Party shall have the right, exercisable by giving written
notice to an Indemnified Party, to assume, at its expense, the defense of any
such proceeding, PROVIDED, THAT an Indemnified Party shall have the right to
employ separate counsel in any such proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party or parties unless: (1) the Indemnifying Party has agreed
to pay such fees and expenses; or (2) the Indemnifying Party shall have failed
promptly to assume the defense of such proceeding or shall have failed to employ
counsel reasonably satisfactory to such Indemnified Party; or (3) the named
parties to any such proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party or any of its affiliates or
controlling persons, and such Indemnified Party shall have been advised by
counsel that there may be one or more defenses available to such Indemnified
Party that are in addition to, or in conflict with, those defenses available to
the Indemnifying Party or such affiliate or controlling person (in which case,
if such Indemnified Party notifies the Indemnifying Parties in writing that it
elects to employ separate counsel at the expense of the Indemnifying Parties,
the Indemnifying Parties shall not have the right to assume the defense and the
reasonable fees and expenses of such counsel shall be at the expense of the
Indemnifying Party; it being understood, however, that, the Indemnifying Party
shall not, in connection with any one such proceeding or separate but
substantially similar or related proceedings, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to one appropriate local counsel in
each required jurisdiction) at any time for such Indemnified Party).

     No Indemnifying Party shall be liable for any settlement of any such
proceeding effected without its written consent, which shall not be unreasonably
withheld, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such proceeding, each Indemnifying Party
jointly and severally agrees, subject to the exceptions and limitations set
forth above, to indemnify and hold harmless each Indemnified Party from and
against any and all Losses by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).

     (d)  CONTRIBUTION. If the indemnification provided for in this Section 7 is
          unavailable to an Indemnified Party or is insufficient to hold such
          Indemnified Party harmless

                                       22
<Page>

          for any Losses in respect of which this Section 7 would otherwise
          apply by its terms (other than by reason of exceptions provided in
          this Section 7), then each applicable Indemnifying Party, in lieu of
          indemnifying such Indemnified Party, shall have a joint and several
          obligation to contribute to the amount paid or payable by such
          Indemnified Party as a result of such Losses, in such proportion as is
          appropriate to reflect the relative fault of the Indemnifying Party,
          on the one hand, and such Indemnified Party, on the other hand, in
          connection with the actions, statements or omissions that resulted in
          such Losses as well as any other relevant equitable considerations.
          The relative fault of such Indemnifying Party, on the one hand, and
          Indemnified Party, on the other hand, shall be determined by reference
          to, among other things, whether any untrue or alleged untrue statement
          of a material fact or omission or alleged omission to state a material
          fact relates to information supplied by such Indemnifying Party or
          Indemnified Party, and the parties' relative intent, knowledge, access
          to information and opportunity to correct or prevent any such
          statement or omission. The amount paid or payable by an Indemnified
          Party as a result of any Losses shall be deemed to include any legal
          or other fees or expenses incurred by such party in connection with
          any proceeding, to the extent such party would have been indemnified
          for such fees or expenses if the indemnification provided for in
          Section 7(a) or 7(b) was available to such party.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by another method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such
Holder's Maximum Contribution Amount. A selling Holder's "MAXIMUM CONTRIBUTION
AMOUNT" shall equal the excess of (i) the aggregate gross proceeds received by
such Holder pursuant to the sale of such Registrable Notes or Exchange Notes
over (ii) the aggregate amount of damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

     The indemnity and contribution agreements contained in this Section 7 are
in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

8.   RULES 144 AND 144A

     The Company covenants that it shall file the reports required to be filed
by it (if so required) under the Securities Act and the Exchange Act in a timely
manner and, if at any time the Company is not required to file such reports, it
will, upon the written request of any Holder of Registrable Notes, make publicly
available other information necessary to permit sales pursuant to Rule 144 and
144A. Upon the written request of any Holder, the Company shall deliver to such
Holder a written statement as to whether it has complied with such information
and requirements.

                                       23
<Page>

9.   UNDERWRITTEN REGISTRATIONS OF REGISTRABLE NOTES

     If any of the Registrable Notes covered by any Shelf Registration are to be
sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable Notes
included in such offering; PROVIDED, HOWEVER, that such investment banker or
investment bankers and manager or managers must be reasonably acceptable to the
Company.

     No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

10.  MISCELLANEOUS

     (a)  NO INCONSISTENT AGREEMENTS. The Company has not entered, as of the
          date hereof, and the Company shall not enter, after the date of this
          Agreement, into any agreement with respect to any of its securities
          that is inconsistent with the rights granted to the Holders of
          Securities in this Agreement or otherwise conflicts with the
          provisions hereof. The Company has not entered and will not enter into
          any agreement with respect to any of its securities that will grant to
          any Person piggy-back rights with respect to a Registration Statement.

     (b)  ADJUSTMENTS AFFECTING REGISTRABLE NOTES. The Company shall not,
          directly or indirectly, take any action with respect to the
          Registrable Notes as a class that would adversely affect the ability
          of the Holders to include such Registrable Notes in a registration
          undertaken pursuant to this Agreement.

     (c)  AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
          amended, modified or supplemented, and waivers or consents to
          departures from the provisions hereof may not be given, otherwise than
          with the prior written consent of the Company and, in circumstances
          that would adversely affect any Holders of Registrable Notes, Holders
          of not less than a majority in aggregate principal amount of the then
          outstanding Registrable Notes; PROVIDED, HOWEVER, that Section 7 and
          this Section 10(c) may not be amended, modified or supplemented
          without the prior written consent of the Company and each Holder.
          Notwithstanding the foregoing, a waiver or consent to depart from the
          provisions hereof with respect to a matter that relates exclusively to
          the rights of Holders of Registrable Notes whose securities are being
          tendered pursuant to the Exchange Offer or sold pursuant to a Notes
          Registration Statement and that does not directly or indirectly
          affect, impair, limit or compromise the rights of other Holders of
          Registrable Notes may be given by the Company and Holders of at least
          a majority in aggregate principal amount of the Registrable Notes
          being tendered or being sold by such Holders pursuant to such Notes
          Registration Statement.

                                       24
<Page>

     (d)  NOTICES. All notices and other communications provided for or
          permitted hereunder shall be made in writing by hand delivery,
          registered first-class mail, next-day air courier or telecopier:

          (i)     if to a Holder of Securities or to any Participating
                  Broker-Dealer, at the most current address of such Holder or
                  Participating Broker-Dealer, as the case may be, set forth on
                  the records of the registrar of the Notes, with a copy in like
                  manner to the Initial Purchaser as follows:

                          Jefferies & Company, Inc.
                          11100 Santa Monica Boulevard, 10th Floor
                          Los Angeles, California 90025
                          Facsimile No.: (310) 575-5166
                          Attention: Lloyd Feller, Esq.

                  with a copy to:

                          Mayer, Brown, Rowe & Maw LLP
                          1675 Broadway
                          New York, New York 10019
                          Facsimile No.: (212) 262-1910
                          Attention: Ronald S. Brody, Esq.

          (ii)    if to the Initial Purchaser, at the address specified in
                  Section 10(d)(i);

          (iii)   if to the Company, as follows:

                          Morton's Restaurant Group, Inc.
                          3333 New Hyde Park Road
                          New Hyde Park, New York 11042
                          Attention: Chief Financial Officer

                  with a copy to:

                          Schulte Roth & Zabel LLP
                          919 Third Avenue
                          New York, New York 10022
                          Attention: Michael R. Littenberg, Esq.

     All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; three business days
after being deposited in the United States mail, postage prepaid, if mailed; one
business day after being timely delivered to a next-day air courier guaranteeing
overnight delivery; and when receipt is acknowledged by the addressee, if
telecopied.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.

                                       25
<Page>

     (e)  SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
          and be binding upon the successors and assigns of each of the parties
          hereto, including, without limitation and without the need for an
          express assignment, subsequent Holders of Securities.

     (f)  COUNTERPARTS. This Agreement may be executed in any number of
          counterparts and by the parties hereto in separate counterparts, each
          of which when so executed shall be deemed to be an original and all of
          which taken together shall constitute one and the same agreement.

     (g)  HEADINGS. The headings in this Agreement are for convenience of
          reference only and shall not limit or otherwise affect the meaning
          hereof.

     (h)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
          PRINCIPLES OF CONFLICT OF LAW. EACH PARTY HEREBY IRREVOCABLY SUBMITS
          TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
          OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
          THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY
          SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
          AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS
          PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
          COURTS. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
          EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
          OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
          ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY
          CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
          COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY
          IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
          UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE
          AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
          OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
          SUCH PARTY AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30
          DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY
          PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
          COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER
          PARTY IN ANY OTHER JURISDICTION.

     (i)  SEVERABILITY. If any term, provision, covenant or restriction of this
          Agreement is held by a court of competent jurisdiction to be invalid,
          illegal, void or unenforceable, the remainder of the terms,
          provisions, covenants and restrictions

                                       26
<Page>

          set forth herein shall remain in full force and effect and shall in no
          way be affected, impaired or invalidated, and the parties hereto shall
          use their best efforts to find and employ an alternative means to
          achieve the same or substantially the same result as that contemplated
          by such term, provision, covenant or restriction. It is hereby
          stipulated and declared to be the intention of the parties that they
          would have executed the remaining terms, provisions, covenants and
          restrictions without including any of such that may be hereafter
          declared invalid, illegal, void or unenforceable.

     (j)  SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever the consent
          or approval of Holders of a specified percentage of Securities is
          required hereunder, Securities held by the Company or its controlled
          affiliates (as such term is defined in Rule 405 under the Securities
          Act) shall not be counted in determining whether such consent or
          approval was given by the Holders of such required percentage.

     (k)  THIRD PARTY BENEFICIARIES. Holders and Participating Broker-Dealers
          are intended third party beneficiaries of this Agreement and this
          Agreement may be enforced by such Persons.

     (l)  ENTIRE AGREEMENT. This Agreement, together with the Purchase
          Agreement, the Indenture and the Collateral Agreements, is intended by
          the parties as a final and exclusive statement of the agreement and
          understanding of the parties hereto in respect of the subject matter
          contained herein and therein and any and all prior oral or written
          agreements, representations, or warranties, contracts, understanding,
          correspondence, conversations and memoranda between the Initial
          Purchaser on the one hand and the Company on the other, or between or
          among any agents, representatives, parents, subsidiaries, affiliates,
          predecessors in interest or successors in interest with respect to the
          subject matter hereof and thereof are merged herein and replaced
          hereby.

                                       27
<Page>

                                   SIGNATURES

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the date first written above.

BORROWER:

MORTON'S RESTAURANT GROUP, INC.,
a Delaware corporation


By:       /s/ Thomas J. Baldwin
    ---------------------------
    Name:  Thomas J. Baldwin
    Title: Executive Vice President and
           Chief Financial Officer

GUARANTORS:

PORTERHOUSE, INC., a Delaware corporation

MORTON'S OF CHICAGO, INC., an Illinois corporation

MORTON'S OF CHICAGO/ADDISON, INC., a Delaware corporation

MORTON'S OF CHICAGO/ATLANTA, INC., an Illinois corporation

MORTON'S OF CHICAGO/BALTIMORE, INC., a Delaware corporation

MORTON'S OF CHICAGO/BOCA RATON, INC., a Delaware corporation

MORTON'S OF CHICAGO/BUCKHEAD, INC., a Delaware corporation

MORTON'S OF CHICAGO/CHICAGO, INC., a Delaware corporation

MORTON'S OF CHICAGO/CINCINNATI, INC., a Delaware corporation

MORTON'S OF CHICAGO/CLAYTON, INC., a Delaware corporation

MORTON'S OF CHICAGO/CLEVELAND, INC., an Illinois corporation

MORTON'S OF CHICAGO/COLUMBUS, INC., a Delaware corporation

MORTON'S OF CHICAGO/DALLAS, INC., an Illinois corporation

MORTON'S OF CHICAGO/DENVER, INC., an Illinois corporation

MORTON'S OF CHICAGO/DETROIT, INC., a Delaware corporation

MORTON'S OF CHICAGO/FIFTH AVENUE, INC., a Delaware corporation

MORTON'S OF CHICAGO/FLAMINGO ROAD CORP., a Delaware corporation

MORTON'S OF CHICAGO/HOUSTON, INC., a Delaware corporation

MORTON'S OF CHICAGO/MIAMI, INC., a Delaware corporation

MORTON'S OF CHICAGO/MINNEAPOLIS, INC., a Delaware corporation


                                       By:     /s/ Thomas Baldwin
                                           ----------------------------------
                                       Name:  Thomas J. Baldwin
                                       Title: Executive Vice President and Chief
                                              Financial Officer of the above
                                              corporations

Registration Rights Agreement Signature Page

<Page>

MORTON'S OF CHICAGO/NASHVILLE, INC., a Delaware corporation

MORTON'S OF CHICAGO/NORTH MIAMI BEACH, INC., a Delaware corporation

MORTON'S OF CHICAGO/ORLANDO, INC., a Delaware corporation

MORTON'S OF CHICAGO/PALM BEACH INC., a Delaware corporation

MORTON'S OF CHICAGO/PALM DESERT, INC., a Delaware corporation

MORTON'S OF CHICAGO/PHILADELPHIA, INC., an Illinois corporation

MORTON'S OF CHICAGO/PHOENIX, INC., a Delaware corporation

MORTON'S OF CHICAGO/PITTSBURGH, INC., a Delaware corporation

MORTON'S OF CHICAGO/PORTLAND, INC., a Delaware corporation

MORTON'S OF CHICAGO/PUERTO RICO, INC., a Delaware corporation

MORTON'S OF CHICAGO/ROSEMONT, INC., an Illinois corporation

MORTON'S OF CHICAGO/SACRAMENTO, INC., a Delaware corporation

MORTON'S OF CHICAGO/SAN ANTONIO, INC., a Delaware corporation

MORTON'S OF CHICAGO/SAN DIEGO, INC., a Delaware corporation

MORTON'S OF CHICAGO/SAN FRANCISCO, INC., a Delaware corporation

MORTON'S OF CHICAGO/SANTA ANA, INC., a Delaware corporation

MORTON'S OF CHICAGO/SCOTTSDALE, INC., a Delaware corporation

MORTON'S OF CHICAGO/SEATTLE, INC., a Delaware corporation

MORTON'S OF CHICAGO/VIRGINIA, INC., an Illinois corporation

MORTON'S OF CHICAGO/WASHINGTON D.C. INC., a Delaware corporation

MORTON'S OF CHICAGO/WASHINGTON SQUARE, INC., a Delaware corporation

MORTON'S OF CHICAGO/WESTBROOK, INC., an Illinois corporation

PORTERHOUSE OF LOS ANGELES, INC., a Delaware corporation

MOCGC CORP., a Virginia corporation

MORTON'S OF CHICAGO HOLDING, INC., a Delaware corporation

MORTON'S OF CHICAGO/BOSTON LLC, a Delaware limited liability company

ARNIE MORTON'S OF CHICAGO/BURBANK LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/CHARLOTTE LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/CRYSTAL CITY LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/DENVER CRESCENT TOWN CENTER, LLC, a Delaware limited
liability company

ARNIE MORTON'S OF CHICAGO/FIGUEROA LLC, a Delaware limited liability company


                             By:     /s/ Thomas Baldwin
                                 ----------------------------------
                             Name:  Thomas J. Baldwin
                             Title: Executive Vice President and Chief
                                    Financial Officer of the above
                                    corporations and limited liability companies

Registration Rights Agreement Signature Page

<Page>

MORTON'S OF CHICAGO/GREAT NECK LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/HACKENSACK LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/HARTFORD LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/HONOLULU LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/INDIANAPOLIS LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/JACKSONVILLE LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/KANSAS CITY LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/KING OF PRUSSIA LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/LOUISVILLE LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/NEW ORLEANS LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/PITTSBURGH LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/RESTON LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/RICHMOND LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/SCHAUMBURG LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/STAMFORD LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/WHITE PLAINS LLC, a Delaware limited liability company

ITALIAN RESTAURANTS HOLDING CORP., a Delaware corporation

BERTOLINI'S RESTAURANTS, INC., a Delaware corporation

BERTOLINI'S OF CIRCLE CENTRE, INC., a Delaware corporation

BERTOLINI'S/KING OF PRUSSIA, INC., a Delaware corporation

BERTOLINI'S OF LAS VEGAS, INC., a Delaware corporation

BERTOLINI'S AT VILLAGE SQUARE, INC., a Delaware corporation


                             By:     /s/ Thomas J. Baldwin
                                 -------------------------
                             Name:  Thomas J. Baldwin
                             Title: Executive Vice President and Chief
                                    Financial Officer of the above
                                    corporations and limited liability companies

Registration Rights Agreement Signature Page

<Page>

ADDISON STEAKHOUSE, INC., a Texas corporation

CHICAGO STEAKHOUSE, INC., a Texas corporation

HOUSTON STEAKHOUSE, INC., a Texas corporation

SAN ANTONIO STEAKHOUSE, INC., a Texas corporation


By:   /s/  Darryl G. Steadman
    ------------------------
    Name:  Darryl G. Steadman
    Title: Executive Vice President

                                                   REGISTRATION RIGHTS AGREEMENT

<Page>

ACCEPTED AND AGREED TO:

JEFFERIES & COMPANY, INC.


By: /s/  Andrew Booth
    -----------------
    Name: Andrew Booth
    Title: Managing Director

                                                   REGISTRATION RIGHTS AGREEMENT