First Supplemental Indenture



 EXHIBIT 10.4 

FIRST SUPPLEMENTAL INDENTURE 

Dated as of April 22, 2010 and effective as of November 30, 2009 

among 

LANDRY’S RESTAURANTS, INC., 

THE GUARANTORS NAMED HEREIN, 

WILMINGTON TRUST FSB, as Trustee  

and 
 DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Collateral Agent 

11 
5/8% SENIOR SECURED NOTES DUE 2015 







 FIRST SUPPLEMENTAL INDENTURE 

This FIRST SUPPLEMENTAL INDENTURE is made and entered into as of April 22, 2010 and effective as of November 30, 2009
(the “Effective Date”) by and among LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Company”), the Guarantors named herein and WILMINGTON TRUST FSB, a Federal Savings bank,
as successor trustee to Deutsche Bank Trust Company Americas (in such capacity, the “Trustee”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent. All capitalized terms used but not otherwise defined herein
shall have the meaning given to such terms in the Indenture (as defined below). 
 W I T N
E S S E T H 
 WHEREAS, the Company and the Guarantors have
executed and delivered to the Trustee, a certain Indenture, dated as November 30, 2009 (the “Indenture”), pursuant to which the Company issued $406,500,000 aggregate principal amount of
11 5/8% Senior Notes due 2015 (collectively, the
“Notes”); 
 WHEREAS, the Company desires to cure an ambiguity contained in the Indenture with
respect to restrictions on the transfer and exchange of the Notes; 
 WHEREAS, Section 9.01(1) of the Indenture
provides that the Company and the Trustee may amend or supplement the Indenture without the consent of any Holder of Notes to cure any ambiguity, defect or inconsistency; 

WHEREAS, the Company desires and has requested the Trustee to join with it and the Guarantors in the execution and delivery of this First
Supplemental Indenture; 
 WHEREAS, the Company has furnished the Trustee with an Officers’ Certificate, resolution of its
Board of Directors, and an Opinion of Counsel complying with the requirements of Sections 9.06, 13.04 and 13.05 of the Indenture; and 

WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the Company and the Trustee and a valid
amendment to and waiver of the Indenture have been done. 
 AGREEMENT 

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed for the equal and proportionate
benefit of all Holders of the Notes, as follows: 
 SECTION 1. Amendments to the Indenture. 

(a) The following definitions are hereby added to Section 1.01 of the Indenture in appropriate alphabetical order: 

“AI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to
Accredited Investors. 
 “Accredited Investor” means an “accredited investor” as
defined in Rule 501(a) under the Securities Act, who is not also a QIB. 
  

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 (b) The definition of “Institutional Accredited Investor” is hereby deleted
in its entirety from Section 1.01 of the Indenture. 
 (c) The definition of “Global Notes” in
Section 1.01 of the Indenture is hereby modified by inserting an additional cross reference to Section 2.06(d)(1) in appropriate numerical order, so that the last phrase of such definition reads “issued in accordance
with Section 2.01, 2.06(b)(3), 2.06(d)(1), 2.06(d)(2) or 2.06(f) hereof.” 
 (d) A
new Section 2.06(b)(3)(C) is hereby added to the Indenture and shall read as follows: 
 “(C) if the transferee
will take delivery in the form of a beneficial interest in the AI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item
(3) thereof, if applicable.” 
 (e) Sections 2.06(c)(1)(E), 2.06(d)(1)(E), 2.06(g)(1)(A),
Exhibit A, Exhibit B, Exhibit D and the Table of Contents of the Indenture are hereby amended by replacing all instances of “Institutional Accredited Investor” contained therein with “Accredited
Investor” in lieu thereof. 
 (f) The last sentence of Section 2.06(d)(1) is hereby amended by deleting the
period at the end of such sentence and inserting: “, and in all other cases, the AI Global Note”. 
 (g) The Private
Placement Legend contained in Section 2.06(g)(1)(A), of the Indenture is hereby amended by replacing all references to “SUBPARAGRAH (a)(1), (2), (3) or (7) of RULE 501 UNDER THE SECURITIES ACT” contained therein with
“SUBPARAGRAPH (a) OF RULE 501 UNDER THE SECURITIES ACT” in lieu thereof. 
 (h) The Private Placement Legend
contained in Section 2.06(g)(1)(A) of the Indenture is hereby amended by replacing the following phrases (i) “DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)” contained in subclause (2) of such Section and (ii) “RESALE
RESTRICTION TERMINATION DATE” contained in the last sentence of such Section, with, in each case, “EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT” in
lieu thereof. 
 (i) Paragraph (3) to the Assignment Form contained in Exhibit A of the Indenture and Paragraph
(4) contained in Exhibit D of the Indenture are each hereby amended by replacing all references to “as defined in Rule 501(a)(1), (2), (3), or (7)” contained therein to “as defined in Rule 501(a)” in lieu thereof.

 SECTION 2. Effectiveness. This First Supplemental Indenture shall become effective and be deemed effective as of the
Effective Date. On and after the effectiveness of this First Supplemental Indenture, each reference to the Indenture in the Indenture or any other document related thereto shall mean and be a reference to the Indenture as amended by this First
Supplemental Indenture. 
  

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 SECTION 3. Ratification of Indenture. The Indenture as specifically amended by this
First Supplemental Indenture is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this First Supplemental Indenture shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any party hereto under the Indenture or any other document related thereto nor constitute a waiver of any provision thereof. 

SECTION 4. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK. 
 SECTION 5. Headings, Etc. Section headings of this First Supplemental Indenture are
inserted for convenience of reference only and are not to be considered party of this First Supplemental Indenture for any purpose. 

SECTION 6. Counterparts. This First Supplemental Indenture may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page to this First Supplemental Indenture by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment. 
 SECTION 7. Trustee Not Responsible for Recitals. The recitals contained herein
shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. 

[Signature page follows.] 
  

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 IN WITNESS WHEREOF, the parties below have caused this First Supplemental Indenture to be
duly executed as April 22, 2010. 
  

					
		 	COMPANY:
		
		 	LANDRY’S RESTAURANTS, INC., as Issuer
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	GUARANTORS:
		
		 	BRENNER’S ON THE BAYOU, INC., a Texas corporation
		 	 C.A. MUER CORPORATION, a Michigan corporation

CAPT. CRAB’S TAKE-AWAY OF 79TH STREET, INC., a Florida corporation

CHLN, INC., a Delaware corporation

		 	 CRAB HOUSE, INC., a Florida corporation

CRYO REALTY CORP., a Florida corporation

		 	FSI DEVCO, INC., a Nevada corporation
		 	 HOSPITALITY HEADQUARTERS, INC., a Texas corporation

HOUSTON AQUARIUM, INC., a Texas corporation
 INN
AT THE BALLPARK CATERING, INC., a Texas corporation

		 	 LANDRY’S CRAB SHACK, INC., a Texas corporation

LANDRY’S DEVELOPMENT, INC, a Texas corporation

LANDRY’S DOWNTOWN AQUARIUM, INC., a Colorado corporation

		 	LANDRY’S G.P., INC., a Delaware corporation
		 	LANDRY’S HARLOWS, INC, a Texas corporation
		 	 LANDRY’S LIMITED, INC., a Delaware corporation

LANDRY’S PESCE, INC., a Texas corporation

		 	LANDRY’S SEAFOOD & STEAK HOUSE–CORPUS CHRISTI, INC., a Texas corporation
		 	 LANDRY’S SEAFOOD HOUSE – ALABAMA, INC., an Alabama corporation

LANDRY’S SEAFOOD HOUSE–ARLINGTON, INC., a Texas corporation

LANDRY’S SEAFOOD HOUSE– BILOXI, INC., a Mississippi corporation

		 	 LANDRY’S SEAFOOD HOUSE – COLORADO, INC., a Colorado corporation

LANDRY’S SEAFOOD HOUSE – FLORIDA, INC., a Florida corporation

LANDRY’S SEAFOOD HOUSE – LAFAYETTE, INC., a Louisiana corporation



Signature Page to 

First Supplemental Indenture 








							
		 	 LANDRY’S SEAFOOD HOUSE – MEMPHIS, INC., a Tennessee corporation

LANDRY’S SEAFOOD HOUSE – MINNESOTA, INC., a Minnesota corporation

LANDRY’S SEAFOOD HOUSE – MISSOURI, INC., a Missouri corporation
	 	
		 	 LANDRY’S SEAFOOD HOUSE – NEVADA, INC., a Nevada corporation

LANDRY’S SEAFOOD HOUSE – NEW MEXICO, INC., a New Mexico corporation

LANDRY’S SEAFOOD HOUSE – NEW ORLEANS, INC., a Louisiana corporation
	 	
		 	LANDRY’S SEAFOOD HOUSE – NORTH CAROLINA, INC., a North Carolina corporation	 	
		 	LANDRY’S SEAFOOD HOUSE – OHIO, INC., an Ohio corporation	 	
		 	LANDRY’S SEAFOOD HOUSE – SAN LUIS, INC., a Texas corporation	 	
		 	LANDRY’S SEAFOOD HOUSE – SOUTH CAROLINA, INC., a South Carolina corporation	 	
		 	LANDRY’S SEAFOOD INN & OYSTER BAR – GALVESTON, INC., a Texas corporation	 	
				
		 	By:	 	  
	 	,
		 		 	Rick H. Liem	 	
		 		 	Vice President of each of the above identified entities	 	

 Signature Page to 

First Supplemental Indenture 








							
		 	 GUARANTORS
  

LANDRY’S SEAFOOD INN & OYSTER BAR – KEMAH, INC., a Texas corporation

LANDRY’S SEAFOOD INN & OYSTER BAR – SAN ANTONIO, INC., a Texas corporation

LANDRY’S SEAFOOD INN & OYSTER BAR – SUGAR CREEK, INC., a Texas corporation

LANDRY’S SEAFOOD INN & OYSTER BAR II, INC., a Texas corporation

LANDRY’S SEAFOOD INN & OYSTER BAR, INC., a Texas corporation

LANDRY’S SEAFOOD KEMAH, INC., a Texas corporation

LANDRY’S TRADEMARK, INC., a Delaware corporation

LCH ACQUISITION, INC., a Delaware corporation

LSRI HOLDINGS, INC., a Delaware corporation

MARINA ACQUISITION CORPORATION OF FLORIDA, INC., a Florida corporation

NASHVILLE AQUARIUM, INC., a Texas corporation
 V
& A MANHATTAN, INC., a Delaware corporation
 RAINFOREST CAFE, INC., a Minnesota corporation

RAINFOREST CAFE, INC. – CHA CHA, a Texas corporation

RAINFOREST CAFE, INC. – KANSAS, a Kansas corporation

RAINFOREST TRADEMARK, INC., a Delaware corporation

SALTGRASS, INC., a Texas corporation
 SEAFOOD
HOLDING SUPPLY, INC., a Delaware corporation
 SUMMIT AIRCRAFT SERVICES, INC., a Delaware corporation

SUMMIT ONE NETWORK, INC., a Delaware corporation

SUMMIT SEAFOOD SUPPLY, INC., a Delaware corporation

SUMMIT SUPPLY, INC., a Delaware corporation
 THE
HOFBRAU, INC., a Texas corporation
 T-REX CAFE – KANSAS CITY, INC., a Kansas corporation

T-REX CAFE – ORLANDO, INC., a Florida corporation

T-REX CAFE–RENO, INC., a Nevada corporation

T-REX CAFE, INC., a Delaware corporation
 WEST
END SEAFOOD, INC., a Texas corporation
 WILLIE G’S GALVESTON, INC, a Texas corporation

WILLIE G’S POST OAK, INC., a Texas corporation

				
		 	By:	  	  
	 	,
		 		  	Rick H. Liem	 	
		 		  	Vice President of each of the above identified entities	 	

 Signature Page to 

First Supplemental Indenture 










					
		  	 GUARANTORS
  

CHLN-MARYLAND, INC., a Maryland corporation
  

RAINFOREST CAFÉ, INC. – BALTIMORE COUNTY, a Maryland corporation

 
 FSI RESTAURANT DEVELOPMENT LIMITED, a Texas limited partnership

 
 By:   Saltgrass, Inc., its Sole General
Partner
  
 LANDRY’S MANAGEMENT, L.P., a Delaware limited partnership

  
 By:   Landry’s G.P., Inc., its Sole
General Partner
  
 WSI FISH LIMITED, a Texas limited partnership

 
 By:   Saltgrass, Inc., its Sole General
Partner

			
		  	By:	 	  

		  		 	Steven L. Scheinthal
		  		 	Vice President of each of the above identified entities


Signature Page to 

First Supplemental Indenture 








			
	TRUSTEE:
	
	WILMINGTON TRUST FSB, as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page to 

First Supplemental Indenture