Exhibit 10.1(b)


 


THIS AMENDED AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS AMENDED AND RESTATED PROMISSORY NOTE HAS BEEN
ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


AMENDED AND RESTATED PROMISSORY NOTE


 


	Not to Exceed $100,000	April 27, 2016


 


WHEREAS, on September 15, 2015, the undersigned
Landcadia Holdings, Inc., a Delaware corporation (“Maker” or the “Company”), issued that certain Promissory
Note (the “Original Promissory Note”) to Leucadia National Corporation, a New York corporation (“Payee”);
and


 


WHEREAS, the Maker and Payee desire to amend
and restate in its entirety the Original Promissory Note on the terms and conditions provided in this note (the “Amended
and Restated Promissory Note”).


 


NOW THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the existence and sufficiency of which is expressly recognized
by each of the parties hereto, the parties agree as follows:


 


FOR VALUE RECEIVED, the undersigned Maker,
whose address is 1510 West Loop South, Houston, Texas 77027, hereby unconditionally promises to pay to the order of Payee, at Payee’s
office at 520 Madison Avenue, New York, New York 10022 (or such other address specified by Payee to Maker), the sum of ONE HUNDRED
THOUSAND DOLLARS ($100,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this
Amended and Restated Promissory Note, in legal and lawful money of the United States of America.


 


Payee may make advances to Maker from time
to time under this Amended and Restated Promissory Note; provided, however, that notwithstanding anything to the contrary herein,
at no time shall the aggregate of all advances and re-advances outstanding under this Amended and Restated Promissory Note exceed
$100,000.


 


This is a non-interest bearing Amended and
Restated Promissory Note.


 


The entire unpaid principal balance of this
Amended and Restated Promissory Note shall be due and payable upon the earlier of September 30, 2016 or the consummation of a public
offering of the Company’s securities.


 


If payment of this Amended and Restated
Promissory Note or any installment of this Amended and Restated Promissory Note is not made when due, the entire indebtedness hereunder,
at the option of Payee, shall immediately become due and payable, and Payee shall be entitled to pursue any or all remedies to
which Payee is entitled hereunder, or at law or in equity.


 


This Amended and Restated Promissory Note
may be prepaid, in whole or in part, without penalty. This Amended and Restated Promissory Note may not be changed, amended or
modified except in a writing expressly intended for such purpose and executed by the party against whom enforcement of the change,
amendment or modification is sought. The loan evidenced by this Amended and Restated Promissory Note is made solely for business
purposes.


 


THIS AMENDED AND RESTATED PROMISSORY NOTE
IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE LAWS
OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION,
ENFORCEMENT AND INTERPRETATION OF THIS AMENDED AND RESTATED PROMISSORY NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS AMENDED AND
RESTATED PROMISSORY NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT
VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.


 




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Service of any notice by Maker to Payee
or by Payee to Maker shall be mailed, postage prepaid, by certified United States mail, return receipt requested, at the address
for such party set forth in this Amended and Restated Promissory Note, or at such subsequent address provided to the other party
hereto in the manner set forth in this paragraph for all notices. Any such notice shall be deemed given three (3) days after deposit
thereof in an official depository under the care and custody of the United States Postal Service.


 


Should the indebtedness represented by this
Amended and Restated Promissory Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership,
probate or other court proceedings or if this Amended and Restated Promissory Note is placed in the hands of attorneys for collection
after default, the undersigned and all endorsers, guarantors and sureties of this Amended and Restated Promissory Note jointly
and severally agree to pay to the holder of this Amended and Restated Promissory Note, in addition to the principal and interest
due and payable hereon, reasonable attorneys’ and collection fees.


   


The undersigned and all endorsers, guarantors
and sureties of this Amended and Restated Promissory Note and all other persons liable or to become liable on this Amended and
Restated Promissory Note severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this
Amended and Restated Promissory Note, notice of intention to accelerate the maturity of this Amended and Restated Promissory Note,
notice of acceleration, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party,
and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole or in part,
with or without notice, before or after maturity.


 


The undersigned hereby expressly and unconditionally
waives, in connection with any suit, action or proceeding brought by Payee on this Amended and Restated Promissory Note, any and
every right it may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have
the same consolidated with any other or separate suit, action or proceeding. Nothing herein contained shall prevent or prohibit
the undersigned from instituting or maintaining a separate action against Payee with respect to any asserted claim.


 


Any provision contained in this Amended
and Restated Promissory Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


This Amended and Restated Promissory Note
represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties.


 


[Signature page follows]


 




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EXECUTED AND AGREED as of the date first
above written.


 


	 	LANDCADIA HOLDINGS, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Tilman J. Fertitta
	 	 	Name:	Tilman J. Fertitta
	 	 	Title:	Co-Chairman and Chief Executive Officer


 


[SIGNATURE PAGE TO AMENDED AND RESTATED
PROMISSORY NOTE]


 








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