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                                 AMENDMENT NO. 5

     This Amendment No. 5 dated as of February 28, 2003 ("Agreement") is among
Landry's Restaurants, Inc., a Delaware corporation (the "Borrower"), the lenders
from time to time party to the Credit Agreement described below ("Lenders"), and
Bank of America, N.A., as administrative agent for the Lenders ("Administrative
Agent").

                                  INTRODUCTION

     A.   The Borrower, the Administrative Agent, and the Lenders are parties to
the Credit Agreement dated as of June 28, 2000, as amended by Amendment No. 1
and Consent dated as of October 17, 2000, Amendment No. 2 dated as of February
22, 2002, Amendment No. 3 dated as of July 30, 2002, and Amendment No. 4 dated
as of November 25, 2002 (as so amended, "Credit Agreement").

     B.   The Borrower has requested that the Lenders agree to (i) make certain
amendments to the Credit Agreement in connection with the purchase by the
Borrower, through a Non-Recourse Subsidiary of the Borrower, of a 178-room
Holiday Inn Hotel located in Galveston, Texas (the "Hotel") for a purchase price
of $14,500,000, made up of $2,750,000 in cash and the assumption of $11,750,000
of debt secured by the Hotel and (ii) permit up to $15,000,000 of secured or
unsecured purchase money debt for asset purchases outside the ordinary course of
business.

     C.   Subject to the terms hereof, the Lenders party to this Agreement agree
to the amendments contained herein.

     THEREFORE, the Borrower, the Administrative Agent, and the Lenders hereby
agree as follows:

     Section 1.   Definitions. Unless otherwise defined in this Agreement, terms
used in this Agreement which are defined in the Credit Agreement shall have the
meanings assigned to such terms in the Credit Agreement.

     Section 2.   Amendment. The Credit Agreement shall be amended as follows:

     (a)  In Section 1.01, the following definitions shall be added in
alphabetical order:

          "Holiday Inn Hotel" means the 178-room Holiday Inn Hotel located at
     5002 Seawall Blvd., Galveston, TX 77551 in Galveston, Texas and owned by a
     Non-Recourse Subsidiary.

          "Holiday Inn Indebtedness" shall have the meaning given such term in
     Section 7.01(l).

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          "Non-Ordinary Course Purchase Money Indebtedness" shall have the
     meaning given such term in Section 7.01(m).

     (b)  Section 6.13 shall be amended to read in its entirety as follows:

     6.13  New Subsidiaries. Within 30 days after the creation of any new
     Subsidiary, other than a Non-Recourse Subsidiary that owns the Headquarters
     Building, any Non-Recourse Subsidiary that has Indebtedness the Liens
     securing which are permitted under Section 7.02(j), and the Non-Recourse
     Subsidiary that owns the Holiday Inn Hotel, or the investment in a venture
     permitted by this Agreement, Borrower will cause (a) such Subsidiary, if it
     is a domestic Subsidiary to execute and deliver to each Lender a Guaranty
     and such evidence of corporate authority to enter into such Guaranty as
     Administrative Agent may reasonably request and (b) the stockholder or
     other equity holder of such Subsidiary or such interest in such venture to
     execute a Pledge Agreement pledging 100%, in the case of a domestic
     Subsidiary or venture, or 65%, in the case of a foreign Subsidiary or
     venture, of the Borrower's and its Subsidiaries' interests in the capital
     stock or other equity interests of such new Subsidiary or venture and such
     evidence of corporate authority to enter into such Pledge Agreement as
     Administrative Agent may reasonably request, along with share certificates
     pledged thereby and appropriately executed stock powers in blank.

     (c)  Section 7.01(c) shall be amended to read in its entirety as follows:

          (c) Unsecured Indebtedness (i) which does not exceed $10,000,000 in
     the aggregate at any time and (ii) which, when combined with the Holiday
     Inn Indebtedness and any Indebtedness which is secured by Liens permitted
     under Sections 7.02(d) or 7.02(j), does not exceed $35,000,000;

     (d)  Section 7.01 shall be amended to add the following clauses (l) and
(m) in alphabetical order, and the existing clause (l) shall become clause (n):

          (l)   Indebtedness of a Non-Recourse Subsidiary (i) which does not
     exceed $11,750,000 in the aggregate at any time and (ii) which was assumed
     by such Non-Recourse Subsidiary in connection with its acquisition of the
     Holiday Inn Hotel (the "Holiday Inn Indebtedness")

          (m)   Indebtedness of the Borrower (i) which does not exceed
     $15,000,000 in the aggregate at any time and (ii) which is incurred for
     the purpose of financing all or any part of the cost of acquiring any
     property (the "Non-Ordinary Course Purchase Money Indebtedness"); and

     (e)  Section 7.02 shall be amended to add the following clauses (k) and
(l) in alphabetical order:

          (k)   Liens granted by a Non-Recourse Subsidiary securing the Holiday
     Inn Indebtedness so long as such Liens (i) secure only the Holiday Inn
     Indebtedness and (ii) extend only to the Holiday Inn Hotel, the real
     estate, fixtures, appurtenances, and building equipment related to the
     Holiday Inn Hotel, and other customary mortgage financing collateral
     related to the Holiday Inn Hotel and related real estate; and

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          (l)  Liens granted by the Borrower securing the Non-Ordinary Course
     Purchase Money Indebtedness so long as (i) each such Lien (A) secures only
     the Non-Ordinary Course Purchase Money Indebtedness and (B) attaches solely
     to the property acquired or financed in such transaction, and (ii) the
     principal amount of the Non-Ordinary Course Purchase Money Indebtedness
     secured by each such Lien does not exceed 100% of the cost of such property
     acquired or financed.

     (f)  Section 7.05(e) shall be amended to read in its entirety as follows:

          (e)  Investments of Borrower or any wholly owned Subsidiary of
     Borrower in any of Borrower's Non-Recourse Subsidiaries or non-wholly owned
     Subsidiaries or Affiliates or in other Persons, in each case in
     substantially the same Lines of Business as Borrower and its Subsidiaries
     in an aggregate amount not to exceed $75,000,000 at any one time
     outstanding; provided that (i) any Investments in a Non-Recourse Subsidiary
     which owns the Holiday Inn Hotel shall be limited to $2,000,000, plus the
     $2,750,000 cash portion of the purchase price of the Holiday Inn Hotel, and
     (ii) up to $7,500,000 (less the aggregate amount of Acquisitions, allowed
     under Section 7.11(b), of Persons or businesses not in substantially the
     same Lines of Business as the Borrower and its Subsidiaries) of the
     foregoing Investments may be in Affiliates or in other Persons not
     substantially in the same Lines of Business as Borrower and its
     Subsidiaries; and

     Section 3.   Representations and Warranties. The Borrower represents and
warrants to the Administrative Agent and the Lenders that:

     (a)  the representations and warranties set forth in the Credit Agreement
and in the other Loan Documents are true and correct in all material respects as
of the date of this Agreement;

     (b)  (i) the execution, delivery and performance of this Agreement are
within the corporate power and authority of the Borrower and have been duly
authorized by appropriate proceedings and (ii) this Agreement constitutes a
legal, valid, and binding obligation of the Borrower, enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors
generally and general principles of equity; and

     (c)  as of the effectiveness of this Agreement, no Default or Event of
Default has occurred and is continuing.

     Section 4.   Effectiveness. This Agreement shall become effective as of
the date of this Agreement, and the Credit Agreement shall be amended as
provided in this Agreement, upon the occurrence of the following conditions
precedent:

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     (a)  the Borrower shall have delivered duly and validly executed originals
of this Agreement to the Administrative Agent and the Requisite Lenders and the
Administrative Agent shall have executed and delivered this Agreement;

     (b)  the representations and warranties in this Agreement shall be true
and correct in all material respects;

     (c)  the Administrative Agent shall have received a duly executed
reaffirmation of each Guaranty by a Subsidiary of the Borrower in form and
substance satisfactory to the Administrative Agent;

     (d)  the Borrower shall have paid to the Administrative Agent and to each
Lender which executes this Agreement on or prior to February 28, 2003 the fees
and expenses payable to them pursuant to any oral or written agreement between
the Borrower and the Administrative Agent; and

     (e)  the Borrower shall have paid all invoiced and outstanding fees and
expenses of legal counsel to the Agent.

     Section 5.   Effect on Loan Documents.

     (a)  Except as amended herein, the Credit Agreement and the Loan Documents
remain in full force and effect as originally executed. Nothing herein shall act
as a waiver of any of the Administrative Agent's or Lenders' rights under the
Loan Documents, as amended, including the waiver of any Default or Event of
Default, however denominated.

     (b)  This Agreement is a Loan Document for the purposes of the provisions
of the other Loan Documents. Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement may be a Default
or Event of Default under other Loan Documents.

     Section 6.   Choice of Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York.

     Section 7.   Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original.

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