<PAGE>

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 2

     This Amendment No. 2 dated as of February 22, 2002 ("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 First Amended and Restated Credit Agreement dated as of June 28, 2000, as
amended by Amendment No. 1 and Consent dated as of October 17, 2000 (as so
amended, "Credit Agreement").

     B.  The Borrower has requested that the Lenders agree to make certain
amendments to the Credit Agreement, that the Lenders extend the maturity of the
Credit Agreement, that certain Lenders increase their Commitments, that SunTrust
Bank ("SunTrust") be added as a Lender under the Credit Agreement, and that The
Fuji Bank, Limited and The Bank of Tokyo-Mitsubishi, Ltd., Houston Agency be
replaced as Lenders because they chose not to extend maturity.

     C.  Subject to the terms hereof, the Lenders agree to the amendments and
extension 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. Amendments. The Credit Agreement is hereby amended as follows:
                ----------

     (a)  Upon the effectiveness of this Agreement, SunTrust shall be a Lender
with all rights, powers, and privileges attendant thereto. The Commitment of
each Lender shall be amended to be as indicated beside such Lender's name on the
attached Schedule 2.01, and Schedule 2.01 to the Credit Agreement shall be
replaced by the attached Schedule 2.01. Upon the effectiveness of this
Agreement, only the Lenders party to this Agreement shall be Lenders under the
Credit Agreement.

     (b)  The following definitions in Section 1.01 shall be amended to read in
their entirety as follows:

                "Applicable Amount" means the following amounts per annum, based
                 -----------------
          upon the Total Debt Leverage Ratio as set forth in the most recent
          Compliance Certificate received by the Administrative Agent pursuant
          to Section 6.02(b):
             ---------------

<PAGE>

<TABLE>
<CAPTION>
          --------------------------------------------------------------------------------
          Pricing    Total Debt Leverage     Commitment     Offshore      Base Rate +
          Level      Ratio                   Fee            Rate +
          --------------------------------------------------------------------------------
          <S>        <C>                     <C>            <C>           <C>
          1          #1.0:1                  0.50%          2.00%         0.25%
          --------------------------------------------------------------------------------
          2          *1.0:1 but #1.5:1       0.50%          2.25%         0.50%
          --------------------------------------------------------------------------------
          3          *1.5:1 but #2.25:1      0.50%          2.50%         0.75%
          --------------------------------------------------------------------------------
          4          *2.25:1                 0.50%          2.75%         1.00%
          --------------------------------------------------------------------------------
</TABLE>

          ;provided that, prior to the Notes Issuance Date, Pricing Level 4
           --------
          shall not apply, and the Applicable Amount for all Total Debt Leverage
          Ratios greater than 1.5:1.0 shall be at Pricing Level 3.

          The Applicable Amount shall be in effect from the date the most recent
          Compliance Certificate is received by Administrative Agent to but
          excluding the date the next Compliance Certificate is received;
          provided, however, that if the Borrower fails to timely deliver the
          --------  -------
          next Compliance Certificate, the Applicable Amount from the date such
          Compliance Certificate was due to but excluding the date such
          Compliance Certificate is received by Administrative Agent shall be
          the highest pricing level in effect at such time, and, thereafter, the
          pricing level indicated by such Compliance Certificate when received.

               "Commitment" means, for each Lender, the obligation of such
                ----------
          Lender to make Extensions of Credit in an aggregate principal amount
          not exceeding the amount set forth opposite such Lender's name on
          Schedule 2.01 at any one time outstanding, as such amount may be
          -------------
          increased or reduced from time to time in accordance with this
          Agreement (collectively, the "combined Commitments").
                                        --------------------


               "Maturity Date" means July 1, 2004, as it may be earlier
                -------------
          terminated or extended in accordance with the terms hereof.

               "Non-Recourse Subsidiary" means any wholly owned Subsidiary of
                -----------------------
          which the Administrative Agent has been notified and which (a) if it
          has acquired assets from the Borrower or any of its other
          Subsidiaries, it has acquired such assets only in compliance with this
          Agreement, (b) is not a Subsidiary as of the Closing Date, (c) owns
          only Property acquired by it after the Closing Date, (d) does not own
          any capital stock, or any warrants, options, or other rights to
          acquire capital stock of any Subsidiary, and (e) has no Indebtedness
          or other obligations pursuant to which the lender or other beneficiary
          of such obligations, directly or

                                      -2-

<PAGE>

               indirectly, has recourse to any asset of the Borrower or any of
               its other Subsidiaries.

                    "Pro Rata Share" means, with respect to each Lender, either
                     --------------
               (a) the ratio (expressed as a percentage) of such Lender's
               Commitment at such time to the combined Commitments at such time,
               (b) if the Commitments have been terminated, the ratio (expressed
               as a percentage) of such Lender's aggregate outstanding
               Extensions of Credit at such time to the aggregate outstanding
               Extensions of Credit of all the Lenders at such time, or (c) if
               no Extensions of Credit are then outstanding and no Commitments
               then in effect, the ratio (expressed as a percentage) of the
               aggregate principal amount of such Bank's Extensions of Credit
               when most recently outstanding to the aggregate principal amount
               of all Extensions of Credit when most recently outstanding.

          (c)  The following definitions shall be added in alphabetical order to
               Section 1.01:

                    "Headquarters Building" has the meaning specified in Section
                     ---------------------
               7.01(j).

                    "Notes Issuance Date" means the date upon which the Borrower
                     -------------------
               issues, (i) pursuant to Section 7.01(i), convertible subordinated
               notes or senior subordinated notes or (ii) Indebtedness of
               Non-Recourse Subsidiaries, in either case which, when aggregated
               with any prior issuances of such Indebtedness, have an aggregate
               original principal amount of at least $15,000,000.

                    "Senior Debt Leverage Ratio" means, as of any date of its
                     --------------------------
               determination, the ratio of (a) Consolidated Funded Indebtedness,
               minus Indebtedness of Non-Recourse Subsidiaries, up to a maximum
               -----
               of $35,000,000, minus Subordinated Indebtedness, each as of such
                               -----
               date, to (b) Consolidated EBITDA minus the portion of
                                                -----
               Consolidated EBITDA which is attributable to any Non-Recourse
               Subsidiary whose Indebtedness was subtracted in clause (a) above,
               in each case for the period of the four fiscal quarters most
               recently ended.

                    "Subordinated Indebtedness" means the Indebtedness of the
                     -------------------------
               Borrower or any of its Subsidiaries which is (a) permitted under
               Section 7.01(i) or (b) incurred under subordination and other
               terms at least as favorable to the Lenders and Administrative
               Agent as those pursuant to which any Indebtedness permitted under
               Section 7.01(i) is issued and approved in writing by the
               Requisite Lenders and the Administrative Agent.

                    "Total Debt Leverage Ratio" means, as of any date of its
                     -------------------------
               determination, the ratio of (a) Consolidated Funded Indebtedness
               as of

                                      -3-

<PAGE>

               such date to (b) Consolidated EBITDA for the period of the four
               fiscal quarters most recently ended.

          (d)  The definition of "Leverage Ratio" in Section 1.01 shall be
               deleted.

          (e)  Article II is amended to add the following Section 2.13 to the
               end of Article II:

               2.13. Increase of Commitments. If no Default or Event of Default
                     -----------------------
               then exists, the Borrower shall have the right, without the
               consent of the Lenders, to increase the combined Commitments by
               adding to this Agreement one or more lenders who are Eligible
               Assignees (who shall, upon completion of the requirements stated
               in this Section 2.13 constitute Lenders hereunder), or by
               allowing one or more Lenders to increase their Commitments
               hereunder, provided that (a) the sum of the current Commitments
               plus such added Commitments plus any increases in current
               Commitments shall not be greater than $220,000,000, (b) no
               Lender's Commitment shall be increased without the consent of
               such Lender, (c) no Person shall be added to this Agreement
               without its consent, and (d) on the effective date of any such
               increase or addition, either there shall be no Committed Loans
               outstanding or there shall have been arrangements satisfactory to
               the Administrative Agent made to prepay all outstanding Committed
               Loans, together with accrued interest thereon and any amounts
               payable pursuant to Section 3.05. Any prepayment made by the
               Borrower in accordance with the preceding subparagraph (d) of
               this Section 2.13 may be made with the proceeds of Loans made by
               all the Lenders in connection with an increase in the Commitments
               pursuant to this Section 2.13. There shall be no fee paid to any
               Lender not increasing its Commitment in connection with an
               increase in the combined Commitments under this Section 2.13. The
               Borrower shall give the Administrative Agent five Business Days'
               notice of the Borrower's intention to increase any Commitment or
               add a new lender pursuant to this Section 2.13. Such notice shall
               specify each new lender, if any, the changes in amounts of
               Commitments that will result, the date on which such addition or
               change is to occur (which shall be a Business Day), and such
               other information as is reasonably requested by the
               Administrative Agent. Each new lender agreeing to be added to
               this Agreement, and each Lender agreeing to increase its
               Commitment, shall execute and deliver to the Administrative Agent
               a New Lender Agreement in substantially the form of Exhibit H-1
               or a Commitment Increase Agreement in substantially the form of
               Exhibit H-2, pursuant to which it becomes a party hereto or
               increases its Commitment, as the case may be. In addition, an
               authorized officer of the Borrower shall execute and deliver a
               Committed Loan Note in the principal amount of the Commitment of
               each new lender, or a replacement Committed Loan Note in the
               principal amount of the increased Commitment of each Lender
               agreeing to increase its Commitment, as the case may be. Each
               such Committed Loan Note shall be dated the effective date of the
               pertinent New Lender Agreement or

                                      -4-

<PAGE>

               Commitment Increase Agreement, as the case may be, shall be
               properly completed, and shall otherwise be in substantially the
               form of Exhibit C. Upon execution and delivery to the
               Administrative Agent of the Committed Loan Note and execution by
               the Administrative Agent of the relevant New Lender Agreement or
               Commitment Increase Agreement, as the case may be, such new
               lender shall constitute a "Lender" hereunder with a Commitment as
               specified therein, or such Lender's Commitment shall increase as
               specified therein, as the case may be, and the Administrative
               Agent shall notify the Lenders of such addition or increase.

          (f)  Section 6.13 is amended to insert the following after the words
"Within 30 days after the creation of any new Subsidiary":

               , other than a Non-Recourse Subsidiary that owns the Headquarters
               Building and any Non-Recourse Subsidiary that has Indebtedness
               the Liens securing which are permitted under Section 7.02(j),

          (g)  Section 7.01(c) is amended to add the words "and 7.02(j)" after
the words Section 7.02(d)".

          (h)  Section 7.01(d) is amended to add the words "and 7.02(j)" after
the words Section 7.02(d)".

          (i)  Section 7.01 is amended to add the following subsections after
the existing subsection 7.01(h), and the existing subsection 7.01(i) shall be
renamed subsection 7.01(k):

                    (i) Unsecured Indebtedness in the form of convertible
               subordinated notes or senior subordinated notes (i) in an
               aggregate original principal amount that does not exceed
               $135,000,000 and (ii) which are issued pursuant to terms and
               conditions (A) if issued in a registered or 144A offering,
               customary for similar securities issued in a registered or 144A
               offering, as reasonably determined and approved in writing by the
               Administrative Agent, or (B) if not issued in a registered or
               144A offering, on terms reasonably acceptable to and approved in
               writing by the Requisite Lenders;

                    (j) Indebtedness of a Non-Recourse Subsidiary (i) which does
               not exceed $20,000,000 in the aggregate at any time and (ii)
               which shall be used solely to finance or refinance the purchase
               of the Borrower's headquarters building at 1510 West Loop South,
               Houston, Texas (the "Headquarters Building"); and
                                    ---------------------

          (j)  Section 7.02(d) is amended to add the following language at the
end of such section, immediately preceding the final semicolon:

               , less the amount of Indebtedness secured by Liens permitted
               under Section 7.02(j)

                                      -5-

<PAGE>


     (k)     Section 7.02 is amended to add the following subsections after
the existing subsection 7.02(g):

                    (h) Liens granted by a Non-Recourse Subsidiary securing the
             Indebtedness described in Section 7.01(j) so long as such Liens (i)
             secure only the Indebtedness described in Section 7.01(j) and (ii)
             extend only to the Headquarters Building, the office leases, real
             estate, fixtures, appurtenances, and building equipment related to
             the Headquarters Building, and other customary mortgage financing
             collateral related to the Headquarters Building and related real
             estate;

                    (i) Liens granted by the Borrower or one of its Subsidiaries
             securing the Indebtedness described in Section 7.01(j) so long as
             such Liens (i) secure only the Indebtedness described in Section
             7.01(j) and (ii) extend only to the equity interests of the
             Non-Recourse Subsidiary which owns the Headquarters Building and
             the proceeds thereof; and

                    (j) Liens securing Indebtedness assumed or incurred in
             connection with an Acquisition permitted under Section 7.11 so long
             as
                        (i) such Liens and Indebtedness comply with the
                    limitations described in Sections 7.01(c) and 7.02(d)
                    (iv) and

                        (ii) either (A) such Liens extend only to specific
                    fixed assets acquired in connection with such Acquisition
                    and proceeds thereof and do not secure Indebtedness other
                    than purchase-money debt, capital leases, or term debt, or
                    (B) such Indebtedness is Indebtedness only of a Non-Recourse
                    Subsidiary and any such Liens granted by a party other than
                    such Non-Recourse Subsidiary extend only to the equity
                    interests in such Non-Recourse Subsidiary.

     (l)     Section 7.12 is amended to read in its entirety as follows:

             7.12. Capital Expenditures. Make, or become legally obligated to
                   --------------------
             make, any capital expenditure (excluding Acquisitions permitted
             under Section 7.11), except capital expenditures in any fiscal
                                                 ------
             year of the Borrower not exceeding the sum of (a) (i) in fiscal
             year 2001, $75,000,000 and (ii) in fiscal years thereafter,
             $85,000,000 and (b) the amount, up to $10,000,000, of unused
             capital expenditure allowance for the immediately preceding fiscal
             year.

     (m)     Section 7.14(c) is amended to read in its entirety as follows:

                    (c)    Total Debt Leverage Ratio. Permit the Total Debt
                           -------------------------
             Leverage Ratio (i) at any time prior to the Notes Issuance Date to
             be greater than 2.25 to 1.0 or (ii) at any time on or after the
             Notes Issuance Date to be greater than 3.0 to 1.0.



                                      -6-




<PAGE>
     (n)     Section 7.14 is amended to add the following subsection (e) to the
end of Section 7.14:

                    (e)     Senior Debt Leverage Ratio. Permit the Senior Debt
                            --------------------------
             Leverage  Ratio at any time on or after the Notes Issuance Date to
             be greater than 2.0 to 1.0.

     (o)     Exhibit B to the Credit Agreement (Compliance Certificate) shall be
amended (i) to change all references to and calculations of "Leverage Ratio" in
Exhibit B to references to and calculations of the "Total Debt Leverage Ratio"
and (ii) to insert the following at the end of Schedule 2 to Exhibit B:

          ----------------------------------------------------------------------
           V.       Section 7.14(e) - Senior Debt Leverage Ratio
                    (calculate only after Notes Issuance Date)

          ----------------------------------------------------------------------
           A.       Consolidated    Funded   Indebtedness       at   $__________
                    Statement Date

          ----------------------------------------------------------------------
           B.       Lesser of (1)  Indebtedness of Non-Recourse      $__________
                    Subsidiaries and (2) $35,000,000

          ----------------------------------------------------------------------
           C.       Subordinated Indebtedness at Statement Date      $__________

          ----------------------------------------------------------------------
           D.       Consolidated EBITDA                              $__________

          ----------------------------------------------------------------------
           E.       Portion of Consolidated  EBITDA  attributable to $__________
                    Non-Recourse  Subsidiaries whose Indebtedness
                    is listed in Line B above

          ----------------------------------------------------------------------
           F.       Senior Debt Leverage Ratio =                     $__________
                           (A - B - C))(D - E):

                    Maximum Permitted:  2.0 to 1.0

          ----------------------------------------------------------------------
           G.       Compliance?  (Is F # 2.0?)                        __________

          ----------------------------------------------------------------------


     (p)     The attached Exhibits H-1 and H-2 shall be added as Exhibits H-1
and H-2 to the Credit Agreement and included in the table of contents of
Exhibits to the Credit Agreement.

     Section 3.      Representations and Warranties of the Borrower. 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;



                                      -7-

<PAGE>

       (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.   Representations and Warranties of Administrative Agent and
                    ----------------------------------------------------------
Lenders. The Administrative Agent and the Lenders (a) make no representation or
-------
warranty and assume no responsibility with respect to any statements,
warranties, or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency,
or value of the Credit Agreement, the Loan Documents, or any other instrument or
document furnished pursuant thereto, and (b) make no representation or warranty
and assume no responsibility with respect to the financial condition of the
Borrower or any other Person or the performance or observance by such Persons of
any of their obligations under the Loan Documents, or any other instrument or
document furnished pursuant thereto

       Section 5.   Representations, Warranties, Covenants, and Agreements of
                    ---------------------------------------------------------
SunTrust. SunTrust (a) confirms that it has received a copy of the Credit
--------
Agreement and the other Loan Documents, together with copies of the financial
statements referred to in the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement and become a Lender party to the Credit
Agreement; (b)agrees that it will, independently and without reliance upon the
Administrative Agent or any Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents; (c) appoints
or authorizes the Administrative Agent to take such action on its behalf and to
exercise such powers under the Loan Documents as are delegated by the terms
thereof, together with such powers as are reasonably incidental thereto; (d)
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender; (e) specifies as its lending office (and address
for notices) the office set forth beneath its name on the signature pages
hereof; and (f) attaches a completed administrative questionnaire hereto

       Section 6.   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:

       (a)    the Borrower shall have delivered duly and validly executed
originals of this Agreement to the Administrative Agent, and the Administrative
Agent and all the Lenders listed on the attached Schedule 2.01 shall have
executed and delivered this Agreement;

       (b)    the Borrower shall have delivered to the Administrative Agent duly
and validly executed original Committed Loan Notes payable to the order of each
Lender whose Commitment is increased by this Amendment, in the amounts of such
increased Commitments;


                                      -8-




<PAGE>
       (c)    the representations and warranties in this Agreement shall be true
and correct in all material respects;

       (d)    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;

       (e)    the  Administrative  Agent  shall  have  received  a  favorable
opinion of counsel for the Borrower in form and substance acceptable to the
Administrative Agent; and

       (f)    the Borrower shall have paid to the Administrative Agent and to
each Lender the fees and expenses payable to them pursuant to the letters dated
December 21, 2001 and February 11, 2002 from Bank of America, N.A. and Banc of
America Securities LLC, each accepted and agreed to by the Borrower, and under
any other agreement between the Borrower and the Administrative Agent.

       Section 7.     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 8.     Choice of Law. This Agreement shall be governed by and
                      -------------
construed and enforced in accordance with the laws of the State of Texas.

       Section 9.     Counterparts.  This Agreement may be signed in any number
                      ------------
of counterparts, each of which shall be an original.

         [The remainder of this page has been left blank intentionally.]



                                      -9-

<PAGE>

EXECUTED to be effective as of the date first above written.

                                            LANDRY'S RESTAURANTS, INC.


                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________






                                            BANK OF AMERICA, N.A., as
                                            Administrative Agent

                                            By:_________________________________
                                            Name:
                                            Title:








                                            LENDERS:

                                            BANK OF AMERICA, N.A.


                                            By:_________________________________
                                            Name:
                                            Title:





                                            THE BANK OF NOVA SCOTIA


                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________