Form 10-Q

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GZgtLliY1DVIW9oAQrf0ZLPGvkkWmFLfpWy9lCmsYs4DmOj+qBHsvYo+wGJST+np O7WDOxTWhKjG4upYfJXcoQ== 0000016099-04-000029.txt : 20040614 0000016099-04-000029.hdr.sgml : 20040611 20040614074242 ACCESSION NUMBER: 0000016099-04-000029 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20040505 FILED AS OF DATE: 20040614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS INC CENTRAL INDEX KEY: 0000016099 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 741335253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08308 FILM NUMBER: 04859583 BUSINESS ADDRESS: STREET 1: 2211 NE LOOP 410 STREET 2: P O BOX 33069 CITY: SAN ANTONIO STATE: TX ZIP: 78265-3069 BUSINESS PHONE: 2106549000 MAIL ADDRESS: STREET 1: P O BOX 33069 CITY: SAN ANTONIO STATE: TX ZIP: 78265-3069 FORMER COMPANY: FORMER CONFORMED NAME: LUBYS CAFETERIAS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CAFETERIAS INC DATE OF NAME CHANGE: 19810126 10-Q 1 q3-fy04q.htm QTRLY REPORT ON FORM 10-Q FOR QTR ENDED 5/5/04 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 5, 2004, or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _____ to _____

Commission file number 1-8308

Luby's, Inc.
(Exact name of registrant as specified in its charter)

Delaware		74-1335253

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

2211 Northeast Loop 410
San Antonio, Texas 78217

(Address of principal executive offices, including zip code)

(210) 654-9000	www.lubys.com

(Registrant's telephone number, including area code, and Website)



(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No

As of June 7, 2004, there were 22,470,004 shares of the registrant's Common Stock outstanding, which does not include 4,933,063 treasury shares.

Luby's, Inc.
Form 10-Q
Quarter ended May 5, 2004
Table of Contents

Part I - Financial Information		Page


Item 1	Financial Statements	3

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4	Controls and Procedures	33

Part II - Other Information


Item 3	Defaults Upon Senior Securities	34

Item 4	Submission of Matters to a Vote of Security Holders	34

Item 6	Exhibits and Reports on Form 8-K	35

Signatures		40

Additional Information
The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge via hyperlink on its website at www.lubys.com. The Company makes these reports available as soon as reasonably practicable upon filing with the SEC. Information on the Company's website is not incorporated into this report.

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Luby's, Inc.
Consolidated Balance Sheets
(In thousands)

May 5,

August 27,

2004

2003

(Unaudited)

ASSETS

Current Assets:

Cash (see Note 3)

1,643

871

Short-term investments (see Note 3)

18,601

20,498

Trade accounts and other receivables

124

283

Food and supply inventories

1,896

1,798

Prepaid expenses

3,259

3,485

Deferred income taxes (see Note 4)

2,446

1,777

Total current assets

27,969

28,712

Property, plant, and equipment - net (see Note 5)

202,301

217,676

Property held for sale (see Note 7)

24,232

32,946

Investments and other assets

1,554

547

Total assets

256,056

279,881

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts payable

13,667

12,488

Accrued expenses and other liabilities

16,696

20,978

Convertible subordinated notes, net - related party (see Notes 6 and 9)

8,676

6,973

Credit-facility debt (see Note 6)

78,490

91,559

Total current liabilities

117,529

131,998

Accrued claims and insurance

3,439

3,729

Deferred income taxes and other credits (see Note 4)

11,124

10,579

Reserve for restaurant closings (see Note 7)

500

1,663

Commitments and contingencies (see Note 8)

Total liabilities

132,592

147,969

SHAREHOLDERS' EQUITY

Common stock, $.32 par value; authorized 100,000,000 shares, issued

27,403,067 shares in 2004 and 2003

8,769

8,769

Paid-in capital

36,625

36,916

Deferred compensation

(679

)

Retained earnings

182,841

191,968

Less cost of treasury stock, 4,933,063 and 4,946,771 shares in 2004 and 2003,

respectively

(104,771

)

(105,062

)

Total shareholders' equity

123,464

131,912

Total liabilities and shareholders' equity

256,056

279,881

See accompanying notes.

Luby's, Inc.
Consolidated Statements of Operations (unaudited)
(In thousands except per share data)

		Quarter Ended						Three Quarters Ended
		May 5,			May 7,			May 5,			May 7,
		2004			2003			2004			2003

		(84 days)			(84 days)			(252 days)			(252 days)
SALES		$	74,400		$	71,549		$	213,637		$	213,426

COSTS AND EXPENSES:
Cost of food			19,876			19,573			57,504			59,196
Payroll and related costs			19,751			20,089			58,618			61,682
Occupancy and other operating expenses			22,841			21,683			66,874			65,303
Depreciation and amortization			3,876			4,060			11,764			12,239
General and administrative expenses			4,333			6,217			14,047			16,893
Provision for (reversal of) asset impairments and restaurant closings (see Note 7)			(569	)		1,390			770			1,364

			70,108			73,012			209,577			216,677

INCOME (LOSS) FROM OPERATIONS			4,292			(1,463	)		4,060			(3,251	)
Interest expense			(2,060	)		(1,626	)		(6,437	)		(4,582	)
Other income, net			209			969			702			5,254

Income (loss) from continuing operations before income taxes			2,441			(2,120	)		(1,675	)		(2,579	)
Provision (benefit) for income taxes (see Note 4)			-			-			-			-

Income (loss) from continuing operations			2,441			(2,120	)		(1,675	)		(2,579	)
Discontinued operations, net of taxes (see Note 7)			(2,060	)		(22,870	)		(7,452	)		(28,917	)

NET INCOME (LOSS)		$	381		$	(24,990	)	$	(9,127	)	$	(31,496	)



Income (loss) per share - before discontinued operations - basic and assuming dilution^(a)		$	0.11		$	(0.09	)	$	(0.08	)	$	(0.11	)



Income (loss) per share - from discontinued operations - basic and assuming dilution^(a)		$	(0.09	)	$	(1.02	)	$	(0.33	)	$	(1.29	)



Net income (loss) per share - basic and assuming dilution^(a)		$	0.02		$	(1.11	)	$	(0.41	)	$	(1.40	)



Weighted average shares outstanding			22,470			22,456			22,470			22,448

^(a)	In loss periods, earnings per share assuming dilution equals basic earnings per share since potentially dilutive securities are antidilutive. For the quarter ended May 5, 2004, the effect of the dilution on earnings per share was not significant enough to have an effect on the calculation.
See accompanying notes.

Luby's, Inc.
Consolidated Statements of Shareholders' Equity (unaudited)
(In thousands)


	Common Stock																				Total

	Issued			Treasury					Paid-In			Deferred					Retained					Shareholders'

	Shares	Amount		Shares		Amount			Capital			Compensation					Earnings					Equity


BALANCE AT AUGUST 27, 2003	27,403	$	8,769	(4,947	)	$	(105,062	)	$	36,916			$	(679	)	$		191,968		$			131,912
Net income (loss) for the year to date	-		-	-			-			-				-				(9,127	)				(9,127	)
Noncash executive compensation expense	-		-	-			-			-				679				-					679
Common stock issued under nonemployee director benefit plans	-		-	14			291			(291	)			-				-					-

BALANCE AT MAY 5, 2004	27,403	$	8,769	(4,933	)	$	(104,771	)	$	36,625			$	-		$		182,841		$			123,464



See accompanying notes.

Luby's, Inc.
Consolidated Statements of Cash Flows (unaudited)
(In thousands)

		Three Quarters Ended
	May 5,					May 7,
	2004					2003

	(252 days)					(252 days)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)			$	(9,127	)		$	(31,496	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for (reversal of) asset impairments, net of gains on property sales - discontinued operations				2,986				15,990
Provision for (reversal of) asset impairments				770				4,032
Depreciation and amortization - discontinued operations				132				2,259
Depreciation and amortization - continuing operations				11,764				12,239
Amortization of discount on convertible subordinated notes				1,703				334
(Gain) loss on disposal of property held for sale				-				(3,222	)
(Gain) loss on disposal of property, plant, and equipment				45				(1,842	)
Noncash nonemployee directors' fees				-				75
Noncash executive compensation expense				679				907

Cash (used in) provided by operating activities before changes in operating assets and liabilities				8,952				(724	)
Changes in operating assets and liabilities:
(Increase) decrease in trade accounts and other receivables				159				(116	)
(Increase) decrease in food and supply inventories				(98	)			305
(Increase) decrease in income tax receivable				-				(6,177	)
(Increase) decrease in prepaid expenses				226				388
(Increase) decrease in other assets				421				40
Increase (decrease) in accounts payable				1,159				117
Increase (decrease) in accrued claims and insurance, accrued expenses, and other liabilities				(4,572	)			(3,903	)
Increase (decrease) in deferred income taxes and other credits				(124	)			6,041
Increase (decrease) in reserve for restaurant closings				(1,163	)			(61	)

Net cash (used in) provided by operating activities			$	4,960			$	(4,090	)

CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in short-term investments			$	1,897			$	13,375
Proceeds from disposal of property held for sale				11,175				6,916
Purchases of property, plant, and equipment				(4,291	)			(7,377	)
Proceeds from disposal of property, plant, and equipment				100				5,426

Net cash provided by (used in) investing activities				8,881				18,340

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance (repayment) of debt, net				(13,069	)			(12,304	)

Net cash provided by (used in) financing activities				(13,069	)			(12,304	)

Net increase (decrease) in cash				772				1,946
Cash at beginning of period				871				1,584

Cash at end of period			$	1,643			$	3,530

See accompanying notes.

Luby's, Inc.
Notes to Consolidated Financial Statements (unaudited)
May 5, 2004

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements as are prepared for the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter and year-to-date ended May 5, 2004, are not necessarily indicative of the results that may be expected for the fiscal year ending August 25, 2004.

The balance sheet dated August 27, 2003, and included in this Form 10-Q, has been derived from the audited financial statements at that date. However, this Form 10-Q does not include all of the information and footnotes required by accounting principles generally accepted in the United States for an annual filing of complete financial statements. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and footnotes included in Luby's Annual Report on Form 10-K/A for the year ended August 27, 2003.

Prior period results have been reclassified to show the retroactive effect of discontinued operations per the Company's business plan. Reclassification facilitates more meaningful comparability to the Company's current information. As stores are closed in the future and presented in discontinued operations, quarterly and annual financial amounts, where applicable, will be reclassified for further comparability.

Note 2. Accounting Periods

The Company's fiscal year consists of 13 four-week periods ending on the last Wednesday in August.

Note 3. Cash and Short-Term Investments

The Company manages its cash and short-term investments jointly in order to internally fund operating needs. Short-term investments as of May 5, 2004, and August 27, 2003, consisted primarily of money market funds and time deposits. As of May 5, 2004, $2.3 million of the $18.6 million of the Company's short-term investments was pledged as collateral for four separate letters of credit. There have been no draws upon these letters of credit.

	May 5,		August 27,
		2004		2003

	(In thousands)
Cash	$	1,643	$	871
Short-term investments		18,601		20,498

Total cash and short-term investments	$	20,244	$	21,369

The Company's combined cash and short-term investments balance declined from $21.4 million as of August 27, 2003, to $20.2 million as of May 5, 2004. The decline was attributed to a $2.0 million debt paydown in the second quarter of fiscal 2004, offset by cash from operating activities after internally funding the fiscal year-to-date purchases of property, plant, and equipment.

Note 4. Income Tax

Following is a summarization of deferred income tax assets and liabilities as of the current quarter and prior fiscal year-end:

	May 5,			August 27,
		2004			2003

	(In thousands)
Deferred long-term income tax liability and other credits	$	(11,124	)	$	(10,579	)
Less: Other credits^(a)		1,404			1,523

Deferred long-term income tax liability		(9,720	)		(9,056	)
Plus: Deferred short-term income tax asset		2,446			1,777

Net deferred income tax liability	$	(7,274	)	$	(7,279	)

^(a)	Other credits include several miscellaneous items such as deferred compensation and the supplemental executive retirement plan which are not included in deferred taxes.

From another perspective, the tax effect of temporary differences resulted in the following categories of deferred income tax assets and liabilities as of the current quarter and prior fiscal year-end:

	May 5,			August 27,
		2004			2003

	(In thousands)
Deferred income tax assets:
Workers' compensation, employee injury, and general liability claims	$	2,223		$	2,429
Deferred compensation		2,401			2,283
Asset impairments and restaurant closure reserves		17,313			20,224
Net operating losses		15,674			11,086

Subtotal		37,611			36,022
Valuation allowance		(13,662	)		(11,113	)

Total deferred income tax assets		23,949			24,909
Deferred income tax liabilities:
Depreciation and amortization		29,012			29,390
Other		2,211			2,798

Total deferred income tax liabilities		31,223			32,188

Net deferred income tax liability	$	(7,274	)	$	(7,279	)

Relative only to continuing operations, the reconciliation of the expense (benefit) for income taxes to the expected income tax expense (benefit) - computed using the statutory tax rate - was as follows:

	Quarter Ended															Three Quarters Ended
	May 5, 2004							May 7, 2003								May 5, 2004								May 7, 2003

	Amount			%					Amount			%			Amount						%		Amount					%

	(In thousands and as a percent of pretax income)
Income tax expense (benefit) from continuing operations at the federal rate	$	854			35.0	%	$			(742	)		(35.0	)%			$	(586	)	(35.0		)%			$	(903	)		(35.0	)%
Jobs tax credits		(38	)		(1.6	)				(50	)		(2.4	)				(114	)	(6.8		)				(151	)		(5.9	)
Less taxable income limitation		38			1.6					50			2.4					114		6.8						151			5.9
Permanent and other differences		216			8.8					59			2.8					645		38.5						178			6.9
Change in valuation allowance		(1,070	)		(43.8	)				683			32.2					(59	)	(3.5		)				725			28.1

Income tax expense (benefit) from continuing operations	$	-			-	%	$			-			-	%			$	-		-		%			$	-			-	%

For the three quarters ended May 5, 2004, including both continuing and discontinued operations, the Company generated gross taxable operating losses of approximately $13.1 million and an overall tax benefit for book purposes of $2.5 million. The tax benefit for book purposes was netted against a valuation allowance because loss carrybacks were exhausted with the fiscal 2002 tax filing, making the realization of loss carryforwards uncertain.

For the 2003 fiscal year, including both continuing and discontinued operations, the Company generated gross taxable operating losses of approximately $31.6 million, which will expire in 2023 if not utilized. The Company also generated a tax benefit for book purposes of $11.1 million that was netted against a valuation allowance for the same reasons as noted for fiscal 2004. Due to the Company's cumulative loss position, no federal income taxes were paid in the first three quarters of fiscal 2004 or the 2003 fiscal year.

The Company's federal income tax returns have been periodically reviewed by the Internal Revenue Service. The Company's 2002, 2001, and 2000 returns are currently under review. Management believes that adequate provisions for income taxes have been reflected in the financial statements and is not aware of any significant exposure items.

Note 5. Property, Plant, and Equipment

The cost and accumulated depreciation and amortization of property, plant, and equipment at May 5, 2004, and August 27, 2003, together with the related estimated useful lives used in computing depreciation and amortization, were as follows:

	May 5,			August 27,			Estimated
		2004			2003		Useful Lives

	(In thousands)
Land	$	53,053		$	55,259		-
Restaurant equipment and furnishings		105,257			108,183		3 to 15 years
Buildings		185,799			191,521		20 to 40 years
Leasehold and leasehold improvements		20,330			21,989		Term of leases
Office furniture and equipment		11,178			11,710		5 to 10 years
Transportation equipment		421			574		5 years

		376,038			389,236
Less accumulated depreciation and amortization		(173,737	)		(171,560	)

Property, plant and equipment	$	202,301		$	217,676

Note 6. Debt

Previous Debt
During the mid-1990's, the Company entered into a revolving line of credit with a group of four banks. The line was primarily used for financing long-term objectives, including capital acquisitions and a stock repurchase program. These large demands of cash contributed to the capacity under that credit facility being fully exhausted in fiscal 2001.

Since that time, existing management has financed the Company's capital acquisitions and working capital needs through careful cash management and the provision of an additional $10 million in subordinate financing from the Company's CEO and the COO. The additional subordinate financing was funded toward the end of fiscal 2001. Although no further borrowings were allowed under the credit facility, the bank group subsequently authorized an extension of the its maturity date through April of 2003.

In fiscal 2003, well before the scheduled maturity date of the line of credit, management began working on a partial refinancing arrangement with an alternate lender. Early in the second quarter of that year, those efforts led to the Company executing a commitment letter with a third-party financial institution to refinance $80 million of the credit facility. In response to that commitment, the bank group provided a waiver and amendment that stipulated the new $80 million financing be completed and funded by January 31, 2003. The Company, however, chose not to finalize that financing arrangement because of changes in the proposed agreement terms that the Company believed were not in its best interest. The inability to fund the $80 million by January 31, 2003, led to a default under the line of credit.

Even though the lack of partial financing caused a technical default in fiscal 2003, the Company has consistently been in compliance with its financial performance covenants from that time through the end of this current quarter. Additionally, no default in interest payments due under the credit facility has occurred.

Credit-Facility Debt at the Quarter-End
At August 27, 2003, the Company had a credit-facility balance of $91.6 million with its bank group (a syndicate of four banks). In accordance with provisions of that credit facility, the Company paid the outstanding balance down by $13.1 million during the first three quarters of fiscal 2004, $11.1 million from net proceeds received from the sale of real and personal property and $2.0 million from investment reserves. Of the $13.1 million, $1.5 million was paid in the third quarter. Accordingly, at the end of the third quarter, the credit-facility balance was lowered to $78.5 million. The interest rate was prime plus 4.0% at both May 5, 2004, and August 27, 2003.

As of May 5, 2004, $199.5 million of the Company's total book value, or 77.9% of its total assets, was pledged as collateral. These pledged assets included the Company's owned real estate, improvements, equipment, and fixtures.

The Business Plan Facilitates Transition to Reduced Debt and New Financing
In addition to the Company's primary goal to successfully negotiate suitable replacement debt, management has also been concentrating on implementing its business plan. With its focus on returning the Company to profitability, this plan was approved in March of fiscal 2003 and is still in effect.

As a complement to the profit objective, the plan calls for the closure of certain underperforming stores. Through the end of the third quarter of fiscal 2004, 53 restaurants have been closed in accordance with the plan. In turn, in the cases where the locations were owned, the proceeds from property sales were consistently used to pay down the line of credit.

During the initial development and ongoing execution of this plan, the Company actively communicated with the credit-facility bank group. Thus, while the bank group monitored management's success at executing major provisions of its business plan, that group took no formal action to pursue its remedies as a result of the default. Additional information concerning the current business plan is covered later in this section.

New Debt
JPMorgan Chase Bank has been a member of the Company's bank group since the inception of its original credit facility. In mid-fiscal 2004, the Company engaged J. P. Morgan Securities Inc. to pursue alternatives for completely refinancing its existing bank debt.

After the end of the third quarter, in early June 2004 the Company successfully refinanced its original debt with two new instruments. The first is a secured, three-year line of credit for $50 million. Of the total line, only $36.3 million has been drawn in connection with the refinancing. This instrument is being funded by a new set of independent lenders. JPMorgan Chase Bank is the only lender from the prior bank group that is participating in the new line of credit. Similar to the original credit facility, the new bank group that is funding this instrument is also a syndicate of four banks.

At any time throughout the term of the loan, the Company has the option to elect one of two bases of interest rates. One interest rate option would be the greater of the federal funds effective rate plus 0.50% or prime increased by an applicable spread that ranges from 1.50% to 2.50%. The other interest rate option would be LIBOR (London InterBank Offered Rate) increased by an applicable spread that ranges from 3.00% to 4.00%. The applicable spread under each option is dependent upon certain measures of the Company's financial performance at the time of election. Periodically, the Company will also pay a commitment fee on the unused portion of the line of credit. Again, dependent upon the Company's performance, the rate will vary from 0.50% to 0.75%.

In addition to the new line of credit, the Company concurrently negotiated another secured, three-year term loan for $27.9 million. The term loan is being funded by a third-party financial institution not related to any member of the bank group funding the new line of credit.

The interest rate under the term loan is LIBOR plus an applicable spread that ranges from its highest level of 7.50% at the loan's inception to the lowest level of 6.00%, which is effective when 75% of the loan's outstanding balance has been paid down. No periodic principal payments are required; other than net proceeds from properties currently marked for sale, and any balance remaining at the loan's maturity must be paid in full.

After the end of the third quarter of 2004, $2.1 million in proceeds from property sales were used to reduce the Company's original bank debt. To complete the refinancing, the Company used $15.4 million of its cash and short-term investments to satisfy the remainder of the original credit facility balance and pay refinancing costs on the new senior debt. After the end of 2004's third quarter, as a result of the refinancing, the Company's new senior debt of $64.2 million was in good standing. Pursuant to the terms of the Subordination and Intercreditor Agreement dated June 7, 2004, if the new senior debt were to be in default at some time in the future, Chris and Harris Pappas have a contractual right to purchase those loans.

Both the line of credit and the term loan allow for $11 million in annual capital expenditures. Provided that the Company surpasses certain financial ratios, both agreements allow for additional spending.

Also see Note 8 that describes a new letter of credit for officer loans currently guaranteed by the Company. Under the new letter of credit, if the notes are still in default on September 30, 2004, at any time thereafter, JPMorgan Chase Bank, the note holder, can make a draw on the new credit facility to pay down any portion of the unpaid officer loans, as well as any amount of accrued interest. In that event, the Company will become the holder of the notes, record a receivable equal to the amount of unpaid principal and accrued interest, and evaluate its collection alternatives.

Other Information Concerning the Business Plan
In addition to the 53 restaurants that have already been closed in accordance with the current business plan, there are several remaining lease locations that management plans to cease operating. These lease locations will close as soon as commercially feasible after negotiations with landlords or at the end of lease terms that expire in the near future.

There have been a few changes to the initial group of locations that were designated for closure under the current business plan. Specifically, in the third quarter of fiscal 2004, one additional operating restaurant in Texarkana, Texas, was added to the initial group of stores to be closed. In the first quarter of fiscal 2004, the Company's location in Nacogdoches, Texas, was closed; it was subsequently transferred to properties held for sale and adopted into the plan in the third quarter of fiscal 2004. Also, there were a few property exchanges between the list of stores originally designated for closure and the list of locations identified as core operating units to remain open. Those exchanges did not have a significant effect on the Company's financial results.

Initially, cash resources were reduced pursuant to the business plan, especially relative to lease settlements and termination costs. Even so, the Company has been able to maintain adequate levels of cash reserves through its cash management strategy.

Through fiscal 2004, the Company expects to report net losses from discontinued operations, including charges for impairments, due to its decision to close the locations specified in the business plan. Including all of fiscal 2003 through the third quarter of 2004, $38.0 million has been incurred within discontinued operations. Of that amount, approximately $2.1 million was incurred in the third quarter of fiscal 2004, while $7.5 million was incurred in 2004 year-to-date.

The following summarizes discontinued operations through the third quarter of the 2003 and 2004 fiscal years:

	Quarter Ended						Three Quarters Ended
	May 5,			May 7,			May 5,			May 7,
	2004			2003			2004			2003

	(84 days)			(84 days)			(252 days)			(252 days)
	(In thousands)

Impairments	$	(779	)	$	(15,942	)	$	(4,836	)	$	(15,942	)
Gains		16			-			1,850			-

Net impairments		(763	)		(15,942	)		(2,986	)		(15,942	)
Other		(1,297	)		(6,928	)		(4,466	)		(12,975	)

Discontinued operations	$	(2,060	)	$	(22,870	)	$	(7,452	)	$	(28,917	)



Effect on EPS from net impairments - decrease (increase)	$	(0.03	)	$	(0.71	)	$	(0.13	)	$	(0.71	)



Effect on EPS from discontinued operations - decrease (increase)	$	(0.09	)	$	(1.02	)	$	(0.33	)	$	(1.29	)

Within discontinued operations, the Company offsets gains from applicable property disposals against total impairments as noted above. The amounts in the table noted as Other actually include several items. Those items include allocated interest, lease settlements, employment termination and shut-down costs, as well as operating losses through each restaurant's closing date and carrying costs until the locations are finally disposed of. For the remainder of fiscal 2004, the Company expects more costs to be incurred; however, it also expects that these amounts will continue to be reduced by any property gains as actually realized.

Subordinated Notes
As mentioned earlier, in the fourth quarter of fiscal 2001, the Company's CEO, Christopher J. Pappas, and Harris J. Pappas, the Company's COO, formally loaned the Company a total of $10 million in exchange for convertible subordinated notes. The notes, as formally executed, bore interest at LIBOR plus 2%, payable quarterly.

Since the fourth quarter of 2003, the subordinated notes were in default because of cross-default provisions that were tied to the Company's original credit facility. Subsequent to the third quarter of fiscal 2004, in conjunction with refinancing its senior debt, the subordinated notes were amended. The Company expects to pay the lenders all of the previously accrued interest that could not be paid while the senior debt was in default. As a result of these developments, the Company's subordinated notes are no longer in default.

The original notes were convertible into the Company's common stock at $5.00 per share for 2.0 million shares. This arrangement created a beneficial conversion feature recorded as a discount to debt with an offset to paid-in capital. The Company has amortized the discount on the original notes through increased noncash charges to interest expense since its origination in fiscal 2001. For accounting purposes, the modification of these notes requires the original beneficial conversion feature to be extinguished and the unamortized portion of the original discount to be accelerated; the net effect of which is not expected to be significant to the fourth quarter's financial results.

The interest on the modified seven-year notes is prime plus 5.00% for as long as the senior debt equals or exceeds $60 million. When the senior debt is reduced below $60 million, interest will be prime plus 4.00%. In either case, the rate cannot exceed 12.00% or the maximum legal rate.

As a result of the amended subordinated note agreements, at the earlier of June 7, 2005, a default under the senior debt, or a "change in control" as defined in the amended notes, the conversion price will lower to $3.10 per share for 3.2 million shares. The per share market price of the Company's stock on the commitment date (as determined by the closing price on the New York Stock Exchange) was $5.63. The difference between the market price and the lowest possible strike price of $3.10, or $2.53 per share, multiplied by the relative number of convertible shares equals approximately $8.2 million, which represents the new beneficial conversion feature. Consistent with the original accounting treatment, this amount will be recorded as both a component of paid-in capital and a discount from the $10 million in subordinated notes. The new note discount will be amortized as noncash interest expense over the term of the subordinated notes. T he annual effect of this amortization will be approximately $1.2 million.

The carrying value of the notes, net of the unamortized discount, at August 27, 2003, was approximately $7.0 million, while at May 5, 2004, it was approximately $8.7 million. After the end of the third quarter of fiscal 2004, the carrying value of the amended subordinated notes, net of the discount, will initially be $1.8 million.

The Company has agreed to reserve shares held in treasury for issuance to the holders of the subordinated notes upon conversion of the debt. The Company's treasury shares have also been reserved for two other purposes - the issuance of shares to Messrs. Pappas upon exercise of the option granted to them on March 9, 2001, and for shares issuable under the Company's nonemployee Director Phantom Stock Plan. In accordance with an agreement between Messrs. Pappas and the Company dated June 7, 2004, Chris and Harris Pappas have agreed to limit their exercise of stock options to a number that will ensure the "net treasury shares available" are not exceeded. Pursuant to the terms of that agreement, the Company indicated that it will use reasonable efforts to list on the New York Stock Exchange additional shares which would permit full exercise of those options.

Note 7. Impairment of Long-Lived Assets and Store Closings / Discontinued Operations

The Company incurred the following charges to income from operations:

	Quarter Ended					Three Quarters Ended
	May 5,			May 7,		May 5,		May 7,
	2004			2003		2004		2003

	(84 days)			(84 days)		(252 days)		(252 days)
	(In thousands)

Provision for (reversal of) asset impairments and restaurant closings	$	(569	)	$	1,390	$	770	$	1,364



EPS decrease (increase)	$	(0.03	)	$	0.06	$	0.03	$	0.06

The comparative quarter's change of $2.0 million related to a decrease in impairments. In fiscal 2003, the Company determined that there were certain operating lease locations that should be closed in the near future. The leasehold improvements present in those locations, as well as other related assets, were primarily written off in accordance with the results of discounted cash flow models. The impairments were partially offset by reductions in lease settlement accruals that were more favorable than originally anticipated. Comparatively, the third quarter of fiscal 2004 principally includes an impairment reversal on the disposal of a property that was previously written down.

Relative to the year-to-date amounts, for 2003 the circumstances are the same as those for the quarter. The amounts in 2004 also include reductions in property values that resulted from changes in market conditions.

Since the inception of the current business plan in fiscal 2003, the Company had closed 53 operating stores as of May 5, 2004. The operating results of these locations have been reclassified and reported as discontinued operations for all periods presented as required by Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144), adopted by the Company in the first quarter of fiscal 2003. The following are the sales and pretax losses reported for all discontinued locations:

	Quarter Ended						Three Quarters Ended
	May 5,			May 7,			May 5,			May 7,
	2004			2003			2004			2003

	(84 days)			(84 days)			(252 days)			(252 days)
	(In thousands)
Sales	$	129		$	12,191		$	3,056		$	46,805
Pretax losses^(a)		(2,060	)		(22,870	)		(7,452	)		(28,917	)


^(a)	Due to the Company's current year-to-date loss position as explained in Note 4 above, its tax benefits for the quarters and years-to-date ended May 5, 2004, and May 7, 2003, were entirely offset by valuation allowances. Accordingly, discontinued operations, net of taxes, as presented in the Consolidated Statements of Operations, equals the pretax loss amounts noted above.

See Note 6 for an analysis of charges under discontinued operations, including impairment charges.

During fiscal 2003, after the original designation of stores to be closed, two were removed from the list and replaced by two other locations. Specifically, one in Bossier City, Louisiana, and one in Houston, Texas, were neutrally exchanged for one location in San Antonio, Texas, and one in Lufkin, Texas. In the first quarter of fiscal 2004, a prior joint-venture seafood location was adopted into the plan. Then in the second quarter of fiscal 2004, as previously noted, two additional locations - in Garland, Texas, and New Braunfels, Texas - were also adopted into the plan. In the third quarter of fiscal 2004, Nacogdoches, Texas, and Texarkana, Texas, were adopted into the plan.

Pursuant to the business plan and expectations of its bank group, the Company has continued to apply the proceeds from the sale of closed restaurants to pay down its credit-facility debt. Of the total paid down in the first three quarters of fiscal 2004, $9.5 million resulted from sales proceeds related to business plan assets. Of the total amount noted on the balance sheet as of May 5, 2004, the Company also had 23 properties recorded at $22.3 million in property held for sale, which related to the business plan. Management therefore estimated the total amount related to the current fiscal year and future business plan disposals was the combined amount of $31.8 million ($9.5 million and $22.3 million noted herein).

In accordance with EITF 87-24, "Allocation of Interest to Discontinued Operations," interest on debt that is required to be repaid as a result of a disposal transaction should be allocated to discontinued operations. For the third quarter of fiscal 2004 and 2003, respectively, $409,000 and $672,000 was allocated to discontinued operations, while approximately $1.4 million and $1.9 million in interest expense was allocated to that category in the first three quarters of fiscal 2004 and 2003, respectively. The basis of the allocation to discontinued operations was an application of the credit facility's historical effective interest rates to the portion of the estimated total debt that equals the amount related to current and future business plan disposals as explained in the previous paragraph.

Relative to the business plan, as the Company has formally settled lease terminations or has reached definitive agreements to terminate leases, the related charges have been recorded. For the quarter and year-to-date ended May 5, 2004, no lease exit costs associated with the business plan met this criteria and, consequently, were not accrued as of that date. Furthermore, the Company did not accrue future rental costs in instances where locations closed; however, management has the ability to sublease at amounts equal to or greater than the rental costs.

The Company does not accrue employee settlement costs; these charges are expensed as incurred.

Fiscal 2004 Property Held for Sale / Property Held for Future Use
At May 5, 2004, the Company had a total of 27 properties recorded at $24.2 million in property held for sale, including the 23 properties and $22.3 million mentioned in the previous section of this note. Of the 27 total properties, four were undeveloped land sites related to prior disposal plans. The Company is actively marketing the locations currently classified in property held for sale and will use the proceeds to pay down debt as those transactions are completed.

Before the end of the third quarter of fiscal 2004, one property in Dallas, Texas, formerly designated as a property held for sale was transferred to property held for future use as it is expected to be used in another capacity. Accordingly, it has been recorded on the balance sheet under investments and other assets. This category includes property held for future use, when such a location exists. In the fourth quarter of fiscal 2004, the Company expects to reclassify the adjusted value of this location to property, plant, and equipment.

Reserve for Restaurant Closings
At May 5, 2004, and August 27, 2003, the Company had a reserve for restaurant closings of $500,000 and $1.7 million, respectively. The reserve balances as of the end of both periods related to the 2001 asset disposal plan and were comprised of estimated lease settlement costs. The settlement costs were accrued in accordance with EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity," which was appropriate for disposal plans initiated before the Company's fiscal 2003 adoption of SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." Since the implementation of SFAS 146, lease settlement costs have been expensed as incurred.

Relative to the fiscal 2001 disposal plan, the following summarizes the amounts recognized as cash payments, including actual lease settlements, as well as other reductions. Other reductions include certain accrual reversals for settlements that have been more favorable than originally expected and were recorded in discontinued operations after their eventual closure.

	Reserve Balance (2001 Disposal Plan)
	Lease Settlement Costs

	(In thousands)

As of August 27, 2003	$	1,663
Cash payments		(645	)
Other reductions		(518	)

As of May 5, 2004	$	500

Note 8. Commitments and Contingencies

Officer Loans
In fiscal 1999, the Company guaranteed loans of approximately $1.9 million relating to purchases of Luby's stock by various officers of the Company pursuant to the terms of a shareholder-approved plan. Under the officer loan program, shares were purchased and funding was obtained by the participating officers from JPMorgan Chase Bank, one of the four members of the original bank group that participated in the Company's initial credit facility. Per the original terms of the guaranteed loan agreements, these instruments only required annual interest to be paid by the individual debtors, with the entire principal balances due upon their respective original maturity dates, which occurred during the period from January through March of 2004.

For the first three quarters of fiscal 2004, principal balances in the amount of $569,000 were paid by certain individual note holders. Accordingly, the combined principal balances of these notes were reduced from $1.6 million to $1.0 million from August 27, 2003, to May 5, 2004, respectively.

The underlying guarantee on these loans includes a cross-default provision. The Company received notice in 2003 from JPMorgan Chase Bank that the default in the Company's credit facility led to a default in the officer loans. On July 10, 2003, JPMorgan Chase Bank notified the Company that although it reserved all rights and remedies, it did not elect to pursue those rights and remedies in order to allow further discussions among the bank group. This notice did not constitute a waiver.

As of the end of the third quarter of fiscal 2004, certain individual note holders have negotiated with JPMorgan Chase Bank for loan extensions that will mature during the first calendar quarter of 2005. Accordingly, approximately $144,000 of the total loan balances are not overdue.

Since the development of the cross-default, the Company has been working constructively with JPMorgan Chase Bank to rectify the status of all officer loans. Accordingly, related to the renegotiation of its senior debt, the Company developed an interim solution. This solution is the issuance of a new letter of credit entered into on June 7, 2004, for approximately $1.2 million. That amount is intended as an estimate to cover principal and cumulative accrued interest that may be due by the note holders as of September 30, 2004. Any time after September 30, 2004, if the loans are still in default, JPMorgan Chase Bank can use the letter of credit to draw on the new credit facility to pay down any portion of the unpaid officer loans, as well as the accrued interest. In that event, the Company will become holder of the notes, record the receivables, and evaluate its collection alternatives.

The purchased Company stock has been and can be used by borrowers to satisfy a portion of their loan obligation. As of May 5, 2004, based on the market price on that day, approximately $253,000, or 24.2% of the note balances, could have been covered by stock, while approximately $792,000, or 75.8%, would have remained outstanding.

Off-Balance-Sheet Arrangements
The Company has no off-balance-sheet structured financing arrangements; however, under the terms of applicable SEC rules, the Company's obligation to repurchase the loans could be deemed a guarantee contract, which the SEC considers an off-balance-sheet arrangement. If the Company is required to purchase the loans, it would have a maximum cash payout exposure of approximately $1.2 million. The Company expects that the borrowers will fully repay the obligations.

Pending Claims
The Company is presently, and from time to time, subject to pending claims and lawsuits arising in the ordinary course of business. In the opinion of management, the resolution of any pending legal proceedings will not have a material adverse effect on the Company's operations or consolidated financial position.

Surety Bonds and Secured Letters of Credit
At May 5, 2004, surety bonds in the amount of $6.0 million have been issued as security for the payment of workers' compensation insurance obligations. On the balance sheet, the current portion of these obligations is included in accrued expenses and other liabilities, while the long-term portion is classified as accrued claims and insurance. Additionally, as mentioned in Note 3 above, the Company has collateralized four letters of credit with $2.3 million in short-term investments to secure other insurance obligations.

Note 9. Related Parties

Affiliate Services
The CEO and COO of the Company, Christopher J. Pappas and Harris J. Pappas, respectively, own two restaurant entities that may provide services to Luby's, Inc. as detailed in the Affiliate Services Agreement and the Master Sales Agreement. Under the terms of the Affiliate Services Agreement, the Pappas entities may provide accounting, architectural, and general business services. The total costs under the Affiliate Services Agreement for the first three quarters of fiscal 2004 were $1,000. No costs were incurred relative to the Affiliate Services Agreement for the first three quarters of fiscal 2003.

Under the terms of the Master Sales Agreement, the Pappas entities may provide specialized (customized) equipment fabrication and basic equipment maintenance, including stainless steel stoves, shelving, rolling carts, and chef tables. The total costs under the Master Sales Agreement of custom-fabricated and refurbished equipment for the first three quarters of fiscal 2004 and 2003 were approximately $76,000 and $174,000, respectively.

Operating Leases
In a separate contract from the Affiliate Services Agreement and the Master Sales Agreement, the Company entered into a three-year lease which commenced on June 1, 2001, and ends May 31, 2004. The Company currently intends to renew this lease. The leased property, referred to as the Houston Service Center, is used to accommodate the Company's own in-house repair and fabrication center. The amount paid by the Company pursuant to the terms of this lease was approximately $61,000 and $59,000 for the first three quarters of fiscal 2004 and 2003, respectively.

From an unrelated third party, the Company previously leased a location used to house increased equipment inventories due to store closures under the business plan. The Company considered it more prudent to lease this location rather than to pursue purchasing a storage facility, as its strategy is to focus its capital expenditures on its operating restaurants. In a separate transaction, the third-party property owner sold the location to the Pappas entities during the fourth quarter of fiscal 2003, with the Pappas entities becoming the Company's landlord for that location effective August 1, 2003. The storage site complements the Houston Service Center with approximately 27,000 square feet of warehouse space at an approximate monthly rate of $0.21 per square foot. The amount paid by the Company pursuant to the terms of this lease was approximately $52,000 for the first three quarters of fiscal 2004.

In another separate contract, pursuant to the terms of a ground lease dated March 25, 1994, the Company paid rent to PHCG Investments for a Luby's restaurant the Company operated in Dallas, Texas, until that location was closed early in the third quarter of fiscal 2003. Christopher J. Pappas and Harris J. Pappas are general partners of PHCG Investments. Preceding the store's closure, the Company entered into a lease termination agreement with a third party unaffiliated with the Pappas entities. That agreement severed the Company's interest in the PHCG property in exchange for a payment of cash to the Company. The Company also obtained the right to remove fixtures and equipment from the premises, and it was released from any future obligations under the lease agreement. The closing of the transaction was completed during the third quarter of fiscal 2003, resulting in a gain of $735,000, and the gross proceeds were used to pay down debt. The amount paid by the Company pursuant to the terms of this lease before its termination was approximately $42,000 for the first three quarters of fiscal 2003.

Affiliated rents paid for the Houston Service Center, the separate storage facility, and the Dallas property leases combined represented 3.4% and 3.0% of total rents for continuing operations for the first three quarters of fiscal 2004 and 2003, respectively.

Late in the third quarter of fiscal 2004, Chris and Harris Pappas became limited partners with a combined 50% interest in a retail strip center in Houston, Texas. One of the Company's restaurants has rented approximately 7% of the space in that center since July of 1969. No changes were made to the Company's lease terms as a result of the new partnership. Considering that the base monthly rent excluding common area maintenance and property taxes is $12,000, the impact of this recent affiliation through the third quarter of fiscal 2004 has been insignificant.

Board of Directors
Pursuant to the terms of a separate Purchase Agreement dated March 9, 2001, entered into by and among the Company, Christopher J. Pappas and Harris J. Pappas, the Company agreed to submit three persons designated by Christopher J. Pappas and Harris J. Pappas as nominees for election at the 2002 Annual Meeting of Shareholders. Messrs. Pappas designated themselves and Frank Markantonis as their nominees for directors, all of whom were subsequently elected. Christopher J. Pappas and Harris J. Pappas are brothers. As disclosed in the proxy statement for the February 26, 2004, annual meeting of shareholders, Frank Markantonis is an attorney whose principal client is Pappas Restaurants, Inc., an entity owned by Harris J. Pappas and Christopher J. Pappas.

Under the terms of the amended Purchase Agreement dated June 7, 2004, the right to nominate directors for election was modified to provide that Messrs. Pappas may continue to nominate persons for election to the board which, if such nominees are elected, would result in Messrs. Pappas having nominated three of the then-serving directors of the Company. Messrs. Pappas retain their right for so long as either they or both are executive officers of the Company or continue to hold the subordinated notes described previously.

Key Management Personnel
As of June 2004, new two-year employment contracts have been finalized for Christopher J. Pappas and Harris J. Pappas.

Ernest Pekmezaris, the Chief Financial Officer of the Company, is also the Treasurer of Pappas Restaurants, Inc. Compensation for the services provided by Mr. Pekmezaris to Pappas Restaurants, Inc. is paid entirely by that entity.

Peter Tropoli, the Senior Vice President-Administration of the Company, is an attorney who, from time to time, has provided litigation services to entities controlled by Christopher J. Pappas and Harris J. Pappas. Mr. Tropoli is the stepson of Frank Markantonis, who, as previously mentioned, is a director of the Company.

Paulette Gerukos, Director of Human Resources of the Company, is the sister-in-law of Harris J. Pappas, the Chief Operating Officer.

Note 10. Stock-Based Compensation

The Company accounts for its employee stock compensation plans using the intrinsic value method of accounting set forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and the related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of grant over the amount an employee must pay to acquire the stock.

The following table illustrates the effect on net income (loss) and earnings (loss) per share if the Company had converted to the fair-value method of expensing stock options, as alternatively allowed under FAS 123:

	Quarter Ended						Three Quarters Ended
	May 5,			May 7,			May 5,			May 7,
	2004			2003			2004			2003

	(84 days)			(84 days)			(252 days)			(252 days)
	(In thousands)
Net income (loss), as reported	$	381		$	(24,990	)	$	(9,127	)	$	(31,496	)
Add: Stock-based employee compensation expense included in reported net income (loss), net of related tax effects^(a)		91			302			679			907
Deduct: Total stock-based employee compensation expense determined under fair-value based method for all awards, net of related tax effects^(a)		(185	)		(474	)		(1,037	)		(2,390	)

Pro forma net income (loss)	$	287		$	(25,162	)	$	(9,485	)	$	(32,979	)



Earnings per share:
Basic - as reported^(b)	$	0.02		$	(1.11	)	$	(0.41	)	$	(1.40	)



Basic - pro forma^(b)	$	0.01		$	(1.12	)	$	(0.42	)	$	(1.47	)



Assuming dilution - as reported^(b)	$	0.02		$	(1.11	)	$	(0.41	)	$	(1.40	)



Assuming dilution - pro forma^(b)	$	0.01		$	(1.12	)	$	(0.42	)	$	(1.47	)

^(a)	Income taxes have been offset by a valuation allowance. See Note 4 of Notes to Consolidated Financial Statements.

^(b)	In loss periods, earnings per share assuming dilution equals basic earnings per share since potentially dilutive securities are antidilutive. For the quarter ended May 5, 2004, the effect of the dilution on earnings per share was not significant enough to have an effect on the calculation.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and footnotes for the first three quarters ended May 5, 2004, and the audited financial statements filed on Form 10-K/A for the fiscal year ended August 27, 2003.

Overview
As of June 7, 2004, the Company operated 139 restaurants under the name "Luby's." These establishments are located in close proximity to retail centers, business developments, and residential areas throughout six states (two in Arizona, two in Arkansas, two in Louisiana, three in Oklahoma, one in Tennessee, and 129 in Texas). Of the 139 restaurants, 96 are at locations owned by the Company and 43 are on leased premises. From the standpoint of the Company's operational concepts, two of the restaurants primarily serve seafood, one is a steak buffet, four are full-time buffets, 16 are cafeteria-style restaurants with all-you-can-eat options, and 116 are traditional cafeterias.

Reclassification
Where applicable, prior period results have been reclassified to show the retroactive effect of discontinued operations per the new business plan. Reclassification facilitates more meaningful comparability to the Company's current information. As stores are closed in the future and presented in discontinued operations, quarterly and annual financial amounts, where applicable, will be reclassified for further comparability.

Same-Store Sales
For the quarter, as well as the year-to-date comparative periods presented, the Company's same-store sales calculation measures the relative performance of a certain group of restaurants. Specifically, to qualify for inclusion in this group, by the end of the quarter a store must have been in operation for 18 consecutive accounting periods. Although management believes this approach leads to more effective year-over-year comparisons, neither the time frame nor the exact practice may be similar to those used by other restaurant companies.

RESULTS OF OPERATIONS

Quarter ended May 5, 2004, compared to the quarter ended May 7, 2003
Sales increased $2.9 million, or 4.0%, in the third quarter of fiscal 2004 compared to the same quarter of fiscal 2003. This increase was primarily due to a 4.8% improvement in same-store sales that partially related to a change in the Company's merchandising strategy from all-you-can-eat entrée offerings last year to more bundled meal offerings this fiscal year. Also, there was an increase this year in the Company's sales during the Lenten season due to effective advertising and improved operational execution. This increase was partially offset by a decrease of $508,000 due to store closures. This related to restaurants that were not included in the business plan and therefore not included in discontinued operations, as well as stores not yet open long enough to be included in the Company's same-store sales calculation.

The cost of food decreased as a percentage of sales from 27.4% to 26.7% in the current quarter compared to the same period last year. Increases in the Company's commodity food pricing, specifically related to the beef and dairy markets, have been mitigated by combination meals with attractive and more cost-effective price points. Additionally, targeted cost control programs, in combination with improved execution at each location, have allowed the Company to reduce its food costs.

Payroll and related costs decreased as a percentage of sales from 28.1% to 26.5%. The decrease was due primarily to lower workers' compensation costs associated with the Company's in-house claims management program. Additionally, the Company's continued operational focus on labor efficiencies contributed to the decrease.

Occupancy and other operating expenses increased $1.2 million, or 5.3%. Several factors contributed to this fluctuation. Utility costs increased principally due to increased gas commodity prices. Property/employee insurance increased primarily due to premium increases. Advertising costs increased due to the new media campaign. These increases were partially offset by a decrease in property taxes due to applicable restaurant closures and related property sales as well as a decrease in net repairs and maintenance.

Depreciation and amortization expense decreased $184,000, or 4.5%, due to fewer depreciable properties resulting from impairments and property sales.

General and administrative expenses decreased $1.9 million, or 30.3%. Several factors contributed to this decrease. Salaries decreased principally due to fewer regional management positions. Additional factors contributing to the decrease were lower professional costs due to a cost segregation study completed in the prior year and lower consulting fees due to expenses related to the debt refinancing also incurred in the prior year.

The provision for asset impairments and restaurant closings decreased by $2.0 million primarily due to a gain realized on the sale of a property which had been previously impaired coupled with significant impairment charges incurred in the prior year.

Interest expense increased $434,000, or 26.7%, due primarily to an increase in the amortization of the discount on the subordinated debt coupled with an increase in the effective interest rate on outstanding debt. These were partially offset by the effect of a lower debt balance.

Other income decreased by $760,000 primarily due to a gain on the sale of assets recognized in the prior year, which reflected the sale of a previously closed store. This gain related to a property not included in stores designated for closure under the business plan.

No income tax benefit was recorded in the current quarter or prior year because the realization of loss carryforward utilization is uncertain. (See Note 4 of the Notes to Consolidated Financial Statements.)

The loss from discontinued operations decreased by $20.8 million principally due to numerous impairment charges incurred in the prior year on various locations which were closed as a part of the Company's business plan. The gains and loss impairments recorded in this category relate to properties closed and ultimately disposed of after the Company's implementation of FAS 144.

Relative to prior closure plans, the Company had a reserve for restaurant closings of approximately $500,000 and $1.7 million at May 5, 2004, and August 27, 2003, respectively. The reserve balances as of both period-ends related to the 2001 asset disposal plan and were comprised entirely of estimated lease settlement costs. The year-to-date decline related primarily to $645,000 in lease settlement and other exit costs while the remainder related to accrual reductions where lease settlements were more favorable than expected. These accrual reductions were recorded in discontinued operations. Excluding these amounts, all material cash outlays required for the store closings originally planned as of August 31, 2001, have been made.

Three quarters ended May 5, 2004, compared to the three quarters ended May 7, 2003
Sales increased $211,000, or 0.1%, for the first three quarters of fiscal 2004 compared to the first three quarters of fiscal 2003. This increase was primarily due to a $2.9 million, or 1.4%, increase in same-store sales. Also contributing to the increase was the positive impact of opening one restaurant in fiscal 2003, which accounted for $225,000 in sales. This new store has not yet been open for 18 consecutive accounting periods and therefore is not included in the same-store sales calculation. These increases were offset by $2.9 million relating to the closure of six restaurants since August 28, 2002, which were not a part of the business plan.

The cost of food decreased as a percentage of sales from 27.7% to 26.9% for the first three quarters of fiscal 2004 in comparison with the same period last year due to more focus on cost control. Increases in the Company's commodity food pricing, specifically related to the beef and dairy markets, have been mitigated by combination meals with attractive and more cost-effective price points. Additionally, targeted cost control programs, in combination with improved execution at each location, have allowed the Company to reduce its food costs.

Payroll and related costs decreased as a percentage of sales from 28.9% to 27.4%. The decrease was due primarily to the Company's continued operational focus on labor efficiencies. Overall, improved labor deployments and efficiencies resulting from various Company initiatives to reduce labor costs have continued to show significant positive results.

Occupancy and other operating expenses increased $1.6 million, or 2.4%. Several factors contributed to this fluctuation. Advertising costs increased due to new media campaigns. Utility costs increased principally due to increased gas commodity prices. Property/employee insurance increased primarily due to premium increases. These increases were partially offset by decreases in property taxes and credit card costs. Property taxes decreased due to the numerous store closures and related property sales, while the decline in credit card costs primarily related to these circumstances as well as to various supplier rebates.

Depreciation and amortization expense decreased $475,000, or 3.9%, due to fewer depreciable properties resulting from impairments and property sales.

General and administrative expenses decreased $2.8 million, or 16.8%. Several factors contributed to this decrease. Salaries decreased principally due to fewer regional management positions. Travel and moving costs decreased as a result of the business plan since less expenditures are required with fewer stores. Also contributing to the decrease were lower professional costs due to a cost segregation study completed in the prior year. These decreases were partially offset by an increase in consulting fees, which rose principally due to expenses incurred related to the debt refinancing.

The provision for asset impairments and restaurant closings decreased by $594,000 primarily due to a gain realized on the sale of a property which had been previously impaired coupled with significant impairment charges incurred in the prior year.

Interest expense increased $1.9 million, or 40.5%, primarily due to accelerated amortization on the subordinated debt discount, coupled with an increase in the effective interest rate on outstanding debt. These were partially offset by the effect of a lower debt balance.

Other income decreased by $4.6 million primarily due to gains on the sales of assets recognized in the prior year, which reflected the sale of five previously closed stores. These gains were partially offset by a loan commitment fee expensed in fiscal 2003.

No income tax benefit was recorded in the first three quarters of fiscal 2004 or fiscal 2003 because the realization of loss carryforward utilization is uncertain.

The loss from discontinued operations decreased by $21.5 million principally due to numerous impairment charges incurred in the prior year on various locations which were closed as a part of the Company's business plan.

EBITDA

The Company's operating performance is evaluated using several measures. One of those measures, EBITDA, is derived from the Income (Loss) From Operations GAAP measurement. EBITDA has historically been used by the Company's credit-facility lenders to measure compliance with certain financial debt covenants. The Company's original credit-facility debt agreement defined EBITDA as the sum of operating income, plus nonrecurring, noncash charges which decrease operating income, plus depreciation and amortization, minus nonrecurring credits which are included in operating income. The agreement further specified that EBITDA shall exclude the noncash portion of the CEO's and the COO's stock option compensation, cost of stock options with employees, accounting requirements for future store closings required by GAAP, and costs of closing a store location.

Compared to the results from the prior year, for the third quarter of fiscal 2004, EBITDA increased $3.4 million, while for the first three quarters, it increased $6.0 million due to the various applicable reasons noted in the Results of Operations section above.

	Quarter Ended						Three Quarters Ended
	May 5,			May 7,			May 5,		May 7,
	2004			2003			2004		2003

	(84 days)			(84 days)			(252 days)		(252 days)
Income (loss) from operations	$	4,292		$	(1,463	)	$	4,060	$	(3,251	)
Less excluded items:
Provision for (reversal of) asset impairments and restaurant closings		(569	)		1,390			770		1,364
Depreciation and amortization		3,876			4,060			11,764		12,239
Noncash executive compensation expense		91			302			679		907

EBITDA	$	7,690		$	4,289		$	17,273	$	11,259

As noted previously, prior year amounts have been reclassified to conform to the current year presentation, including the applicable reclassifications of store activity discontinued in accordance with the implementation of the business plan. While the Company and many in the financial community consider EBITDA to be an important measure of operating performance, it should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States, such as operating income and net income. In addition, the Company's definition of EBITDA is not necessarily comparable to similarly titled measures reported by other companies.

LIQUIDITY AND CAPITAL RESOURCES

Cash, Short-Term Investments, and Working Capital
The Company manages its cash and short-term investments jointly in order to internally fund operating needs. The Company's combined cash and short-term investments balance declined from $21.4 million as of August 27, 2003, to $20.2 million as of May 5, 2004. The decline is attributed to a $2.0 million debt paydown in the second quarter of fiscal 2004 offset by cash from operating activities after internally funding the fiscal year-to-date purchases of property, plant, and equipment.

After taking into account the current classification of its original senior and subordinated debt, the Company had a working capital deficit of $89.6 million as of May 5, 2004, compared to $103.3 million as of August 27, 2003. The deficit decrease was primarily attributable to paydowns on the Company's senior credit facility net of capital expenditures and other operating costs. Excluding the credit-facility balance and subordinated notes, which were no longer in default after the end of the current quarter as explained in the following Debt section, the Company's working capital deficit decreased $2.4 million. The decrease in the deficit was primarily attributable to reduced accruals related to closed stores and properties sold. This improvement was partially offset by the decrease in cash and short-term investments mentioned above.

The Company's primary focus is on improving continuing operations and executing the provisions of its business plan, In its efforts to achieve those goals, it does not expect to exceed the level of capital expenditures permitted under the new financing arrangements. See Debt section below.

New Debt
After the end of the third quarter, in early June 2004 the Company successfully refinanced its original debt with two new instruments. The first is a secured, three-year line of credit for $50 million. Of the total line, only $36.3 million has been drawn in connection with the refinancing. This instrument is being funded by a new set of independent lenders. JPMorgan Chase Bank is the only lender from the prior bank group that is participating in the new line of credit. Similar to the original credit facility, the new bank group that is funding this instrument is also a syndicate of four banks.

Both the new credit facility and the term loan contain financial performance covenants, provisions limiting the use of the Company's cash, and descriptions of certain events of default that could be triggered by changes in the Company's relationship with its CEO and its COO. As the focus continues toward further strengthening operational and financial performance, management believes that the two new instruments will provide the proper level of financing to improve its liquidity. Additionally, the Company expects to be able to maintain compliance with the specific requirements of each agreement.

Also see the Commitments and Contingencies section of Management's Discussion and Analysis that describes a new letter of credit for officer loans currently guaranteed by the Company. Under the new letter of credit, if the notes are still in default on September 30, 2004, at any time thereafter, JPMorgan Chase Bank, the note holder, can make a draw on the new credit facility to pay down any portion of the unpaid officer loans, as well as any amount of accrued interest. In that event, the Company will become the holder of the notes, record a receivable equal to the amount of unpaid principal and accrued interest, and evaluate its collection alternatives.

The following summarizes discontinued operations through the third quarter of the 2003 and 2004 fiscal years:

	Quarter Ended						Three Quarters Ended
	May 5,			May 7,			May 5,			May 7,
	2004			2003			2004			2003

	(84 days)			(84 days)			(252 days)			(252 days)
	(In thousands)

Impairments	$	(779	)	$	(15,942	)	$	(4,836	)	$	(15,942	)
Gains		16			-			1,850			-

Net impairments		(763	)		(15,942	)		(2,986	)		(15,942	)
Other		(1,297	)		(6,928	)		(4,466	)		(12,975	)

Discontinued operations	$	(2,060	)	$	(22,870	)	$	(7,452	)	$	(28,917	)



Effect on EPS from net impairments - decrease (increase)	$	(0.03	)	$	(0.71	)	$	(0.13	)	$	(0.71	)



Effect on EPS from discontinued operations - decrease (increase)	$	(0.09	)	$	(1.02	)	$	(0.33	)	$	(1.29	)

Subordinated Notes

As mentioned earlier, in the fourth quarter of fiscal 2001, the Company's CEO, Christopher J. Pappas, and Harris J. Pappas, the Company's COO, formally loaned the Company a total of $10 million in exchange for convertible subordinated notes. The notes, as formally executed, bore interest at LIBOR plus 2%, payable quarterly.

COMMITMENTS AND CONTINGENCIES

Officer Loans
In fiscal 1999, the Company guaranteed loans of approximately $1.9 million relating to purchases of Luby's stock by various officers of the Company pursuant to the terms of a shareholder-approved plan. Under the officer loan program, shares were purchased and funding was obtained by the participating officers from JPMorgan Chase Bank, one of the four members of the original bank group that participates in the Company's credit facility. Per the original terms of the guaranteed loan agreements, these instruments only required annual interest to be paid by the individual debtors, with the entire principal balances due upon their respective original maturity dates, which occurred during the period from January through March of 2004.

Since the development of the cross-default, the Company has been working constructively with JPMorgan Chase Bank to rectify the status of all officer loans. Accordingly, related to the renegotiation of its senior debt, the Company developed an interim solution. This solution is the issuance of a new letter of credit entered into on June 7, 2004 for approximately $1.2 million. That amount is intended as an estimate to cover principal and cumulative accrued interest that may be due by the note holders as of September 30, 2004. Any time after September 30, 2004, if the loans are still in default, JPMorgan Chase Bank can use the letter of credit to draw on the new credit facility to pay down any portion of the unpaid officer loans, as well as the accrued interest. In that event, the Company will become holder of the notes, record the receivables, and evaluate its collection alternatives.

AFFILIATIONS AND RELATED PARTIES

Affiliations
The Company entered into an Affiliate Services Agreement effective August 31, 2001, with two companies, Pappas Partners, L.P. and Pappas Restaurants, Inc., which are restaurant entities owned by Christopher J. Pappas and Harris J. Pappas. That agreement, as amended on July 23, 2002, limited the scope of expenditures therein to professional and consulting services. The Company completed this amendment due to a significant decline in the use of professional and consulting services from Pappas entities.

Additionally, on July 23, 2002, the Company entered into a Master Sales Agreement with the same Pappas entities. Through this agreement, the Company contractually separated the design and fabrication of equipment and furnishings from the Affiliate Services Agreement. The Master Sales Agreement covers the costs incurred for modifications to existing equipment, as well as custom fabrication, including stainless steel stoves, shelving, rolling carts, and chef tables. These items are custom-designed and built to fit the designated kitchens and are also engineered to give a longer service life than comparably manufactured equipment.

The pricing of equipment, repair, and maintenance is set and evaluated periodically and is considered by management to be primarily at or below market for comparable goods and services. To assist in periodically monitoring pricing of the transactions associated with the Master Sales Agreement and the Affiliate Services Agreement, the Finance and Audit Committee of the Company's Board of Directors has periodically in the past used independent valuation consultants.

As part of the affiliation with the Pappas entities, the Company leases a facility, the Houston Service Center, in which Luby's has installed a centralized restaurant service center to support field operations. The building at this location has 22,253 square feet of warehouse space and 5,664 square feet of office space. It is leased from the Pappas entities by the Company at an approximate monthly rate of $0.24 per square foot. From this center, Luby's repair and service teams are dispatched to the Company's restaurants when facility or equipment maintenance and servicing are needed. The facility is also used for repair and storage of new and used equipment. The amount paid by the Company pursuant to the terms of this lease was approximately $61,000 and $59,000 for the first three quarters of fiscal 2004 and 2003, respectively.

The Company previously leased a location from an unrelated third party. That location is used to house increased equipment inventories due to store closures under the business plan. The Company considered it more prudent to lease this location rather than to pursue purchasing a storage facility, as its strategy is to focus its capital expenditures on its operating restaurants. In a separate transaction, the third-party property owner sold the location to the Pappas entities during the fourth quarter of fiscal 2003, with the Pappas entities becoming the Company's landlord for that location effective August 1, 2003. The storage site complements the Houston Service Center with approximately 27,000 square feet of warehouse space at an approximate monthly rate of $0.21 per square foot. The amount paid by the Company pursuant to the terms of this lease was approximately $52,000 for the first three quarters of fiscal 2004.

The following compares current and prior fiscal year-to-date charges incurred under the Master Sales Agreement, the Affiliate Services Agreement, and affiliated property leases to the Company's total capital expenditures, as well as relative general and administrative expenses and occupancy and other operating expenses included in continuing operations:

	Three Quarters Ended
	May 5, 2004				May 7, 2003

	(252 days)				(252 days)
	(In thousands)
AFFILIATED COSTS INCURRED:
General and administrative expenses - professional and other costs		$	1			$	-
Capital expenditures - custom-fabricated and refurbished equipment			76				174
Occupancy and other operating expenses, including property leases			115				109

Total		$	192			$	283




RELATIVE TOTAL COMPANY COSTS:
General and administrative expenses		$	14,047			$	16,893
Capital expenditures			4,291				7,377
Occupancy and other operating expenses			66,874				65,303

Total		$	85,212			$	89,573




AFFILIATED COSTS INCURRED AS A PERCENTAGE OF RELATIVE TOTAL COMPANY COSTS:
Three Quarters to Date			0.23	%			0.32	%



Inception to Date			0.23	%

Related Parties
In June of 2004, new two-year employment contracts have been finalized for Chris and Harris Pappas. As each has over the past three years, they will both continue to devote their primary time and business efforts to Luby's, while maintaining their roles at Pappas Restaurants, Inc.

TRENDS AND UNCERTAINTIES

Same-Store Sales
The restaurant business is highly competitive with respect to food quality, concept, location, price, and service, all of which may have an effect on same-store sales. The following shows the same-store sales change for comparative historical quarters:

2004			2003					2002

Q3	Q2	Q1		Q4	Q3	Q2	Q1		Q4	Q3	Q2	Q1

4.8%	1.3%	(2.2)%		(2.4)%	(3.2)%	(0.6)%	(5.1)%		(13.0)%	(13.2)%	(8.6)%	(2.7)%

The first quarter of fiscal 2002 includes September 11, 2001. In the third and fourth quarters of fiscal 2002, the Company was able to maintain its comparative cash flow level with declining sales by lowering operating costs. Even with national economic issues, such as military operations overseas and continued concerns about domestic terrorism, there was less quarterly same-store sales variability in fiscal 2003 than in the prior fiscal year.

In fiscal 2004, the Company chose a strategy based on offering bundled combination meals in lieu of all-you-can-eat promotions offered in the prior year. The strategic change began to show positive results in the second and third quarters. Additionally, the Company's holiday promotions, which included a focus on Thanksgiving and Christmas in the second quarter and an emphasis on the entire Lenten season in the third quarter, were critical in positively improving the Company's same-store sales performance.

The Company is constantly seeking additional opportunities to lower costs and increase sales. Notwithstanding the positive results of the most recent two quarters, consistent future declines in same-store sales could cause a reduction in operating cash flow. Considering that the prior defaults on the Company's original credit facility were eliminated after the current quarter's end with new alternate financing as described previously, significant problems with the new instruments are not currently anticipated. If, however, severe declines in cash flows were to develop in the future, the new financing agreements could be negatively affected. As a possible result, the lenders may choose to accelerate the maturity of any outstanding obligation, pursue foreclosure on assets pledged as collateral, and terminate their agreement.

Existing Programs
In addition to the initiatives referred to in other sections of this report, listed below are a number of programs the Company has been concentrating on that are intended to focus on improving same-store sales, while prudently managing costs and increasing overall profitability:

-	Food excellence;
-	Service excellence;
-	Labor efficiency and cost control;
-	Continued emphasis on value, including combination meals;
-	Continued emphasis on employee training and development;
-	Targeted marketing, especially directed at families;
-	Closure of certain underperforming restaurants;
-	Concept conversions where appropriate;
-	Continued emphasis on in-house safety training, accident prevention, and claims management; and
-	New product development.

During the third quarter of fiscal 2003, the Company initiated a business plan that called for the closure of certain underperforming restaurants. Under the current plan, whereby approximately 140 locations will remain in operation, the primary focus will be on stores in the Texas markets. At these locations, the existing programs mentioned above will continue to be emphasized.

Impairment
Statement of Financial Accounting Standards (SFAS) 144 requires the Company to review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company considers a history of operating losses or negative cash flows and unfavorable changes in market conditions to be its main indicators of potential impairment. Assets are generally evaluated for impairment at the restaurant level. If a restaurant does not meet its financial investment objectives or continues to incur negative cash flows or operating losses, an impairment charge may be recognized in future periods.

Insurance and Claims
In fiscal 2001, the Company implemented an in-house claims management program, as well as a safety training and accident prevention program. Costs incurred under the in-house programs have been lower than those experienced under the prior plans administered by third parties. The Company cannot make any assurances as to the ultimate level of claims under the in-house safety program or whether declines in incidence of claims as well as claims costs experienced under the program will continue in future periods.

The Company may be the subject of claims or litigation from guests and employees alleging injuries as a result of its operations. In addition, unfavorable publicity from such allegations could have an adverse impact on financial results, regardless of their validity or ultimate outcome.

Minimum Wage and Labor Costs
From time to time, the U.S. Congress considers an increase in the federal minimum wage. The restaurant industry is intensely competitive, and in such case, the Company may not be able to transfer all of the resulting increases in operating costs to its guests in the form of price increases. In addition, since the Company's business is labor-intensive, shortages in the labor pool or other inflationary pressure could increase labor costs.

CRITICAL ACCOUNTING POLICIES

The Company has identified the following policies as critical to its business and the understanding of its results of operations. The Company believes it is improbable that materially different amounts would be reported relating to the accounting policies described below if other acceptable approaches were adopted. However, the application of these accounting policies, as described below, involve the exercise of judgment and use of assumptions as to future uncertainties; therefore, actual results could differ from estimates generated from their use.

Income Taxes
The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carrybacks and carryforwards. The Company periodically reviews the recoverability of tax assets recorded on the balance sheet and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. Historically, the Company has been periodically reviewed by the Internal Revenue Service. The Company is currently under review for the 2002, 2001, and 2000 fiscal years.

Impairment of Long-Lived Assets
The Company periodically evaluates long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing impairment reviews of such restaurants, the Company estimates future cash flows expected to result from the use of the asset and the possible residual value associated with its eventual disposition. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management's subjective judgments. The time periods for estimating future cash flows is often lengthy, which increases the sensitivity to assumptions made. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluation of long-lived assets can vary within a wide range of outcomes. The Company considers the likelihood of possible outcomes in determining the best estimate of future cash flows.

Property Held for Sale
The Company also periodically reviews long-lived assets against its plans to retain or ultimately dispose of properties. If the Company decides to dispose of a property, it will be moved to property held for sale and actively marketed. Property held for sale is stated at the lower of cost or estimated net realizable value. The net realizable value is generally estimated by management based upon the specific circumstance of each location. The Company will periodically measure and analyze its estimates against third-party appraisals.

Insurance and Claims
The Company periodically reviews its workers' compensation and general liability reserves to ensure reasonableness. The Company's ongoing in-house safety and claims program focuses on safety training and rigorous scrutiny of new claims, which has reduced costs significantly in comparison to plans previously administered by third parties. Consistent with the prior year, the Company's liability is based upon estimates obtained from both an actuarial firm and internal risk management staff. Assumptions and judgments are used in evaluating these costs. The possibility exists that future claims-related liabilities could increase due to unforeseen circumstances.

Stock-Based Compensation
The Company accounts for its employee stock compensation plans using the intrinsic value method of accounting set forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and the related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of grant over the amount an employee must pay to acquire the stock.

INFLATION

The Company's policy is to maintain stable menu prices without regard to seasonal variations in food costs. General increases in costs of food, wages, supplies, and services make it necessary for the Company to increase its menu prices from time to time. To the extent prevailing market conditions allow, the Company intends to adjust menu prices to maintain profit margins.

FORWARD-LOOKING STATEMENTS

The Company wishes to caution readers that various factors could cause its actual financial and operational results to differ materially from those indicated by forward-looking statements made from time to time in news releases, reports, proxy statements, registration statements, and other written communications (including the preceding sections of this Management's Discussion and Analysis), as well as oral statements made from time to time by representatives of the Company. Except for historical information, matters discussed in such oral and written communications are forward-looking statements that involve risks and uncertainties, including but not limited to general business conditions; the impact of competition; the success of operating initiatives; changes in the cost and supply of food, labor, and other operating expenses; the seasonality of the Company's business, taxes, inflation, and governmental regulations; and the cooperation of the Company's lender s and the availability of credit; as well as other risks and uncertainties disclosed in periodic reports on Form 10-K and Form 10-Q and other SEC filings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in interest rates affecting its variable-rate debt. As of May 5, 2004, $78.5 million, the total amount of debt subject to interest rate fluctuations, was outstanding under its credit facility at prime plus 4.0%. Assuming a consistent level of debt, a 1% change in interest rates effective from the beginning of the year would result in an increase or decrease in the quarter's interest expense of $181,000 and annual interest expense of $785,000. Although the Company is not currently using interest rate swaps, it has previously used and may in the future use these instruments to manage cash flow risk on a portion of its variable-rate debt.

Item 4. Controls and Procedures

In fiscal 2003, the Company established an internal Disclosure Committee. The President and CEO, as well as the CFO, with the assistance of the committee, maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. This collective group accumulates and reviews this information, as appropriate, to allow timely decisions regarding required disclosure, applying its judgment in assessing the costs and benefits of such controls and procedures which, by their nature, can provide only reasonable assurance regarding management's control objectives.

Management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. The Company's President and CEO and the CFO participated and provided input in this process. Based upon the foregoing, these senior officers concluded that as of May 5, 2004, the Company's disclosure controls and procedures were effective in timely alerting them to material information relating to the Company required to be disclosed.

There have been no significant changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the President and CEO and the CFO carried out their evaluation.

Part II - OTHER INFORMATION

Item 3. Defaults Upon Senior Securities

As previously mentioned, prior to the new debt refinancing that occurred after the end of the third quarter of fiscal 2004, the Company was in default on its senior debt. In addition, due to cross-default provisions in that agreement, the subordinated notes, as well as the officer loans were also in default.

After the end of the third quarter of 2004, $2.1 million in proceeds from property sales were used to reduce the Company's original bank debt. In early June 2004, the Company successfully refinanced its original line of credit with two new debt instruments. The first is a secured, three-year line of credit for $50 million, of which only $36.3 million will initially be used as a result of the new financing. In addition to the new line of credit, the Company concurrently negotiated a secured, three-year term loan for $27.9 million. The Company completed the refinancing by paying off the remaining balance of the original credit facility as well as the related closing costs with approximately $15.4 million from its cash and short-term investments. After the end of the quarter, as a result of the refinancing, the Company's new senior debt of approximately $64.2 million is in good standing.

In conjunction with refinancing its senior debt, management has also renegotiated its subordinated notes. The new arrangements have a borrowing term of seven years with interest that floats at a rate over prime, decreasing as the level of senior debt is reduced. The Company also expects to pay the lenders all of the previously accrued interest. As a result of these developments, the Company's subordinated debt is no longer in default.

Relative to the guaranteed employee loans, the Company entered into a new letter of credit for approximately $1.2 million that formally collateralized these instruments and any related accrued interest owed by the individual note holders. The letter of credit originated on June 7, 2004. If the notes are still in default as of September 30, 2004, the note holder, JPMorgan Chase Bank will be able to use it to draw upon the Company's new credit facility. In that event, the Company will become the holder of the notes, record the receivables, and evaluate its collection alternatives.

Item 4. Submission of Matters to a Vote of Security Holders

(a)	The 2004 annual meeting of shareholders of Luby's, Inc. was held on February 26, 2004.

(b)	The directors elected at the meeting were Jill Griffin, Roger R. Hemminghaus, Christopher J. Pappas, and Jim W. Woliver. The other directors whose terms continued after the meeting are Judith B. Craven; Arthur R. Emerson; J.S.B. Jenkins, Frank Markantonis; Joe C. McKinney, Harris J. Pappas; Gasper Mir, III; and Joanne Winik.

(c)	The matters voted upon at the meeting were (i) the election of four directors to serve until the 2007 Annual Meeting of Shareholders; (ii) the approval of the appointment of Ernst & Young LLP as independent auditor for the 2004 fiscal year; and (iii) to act upon one nonbinding shareholder proposal to declassify the election of directors.

(d)	With respect to the election of directors, the results of the voting were:

	Nominee		Shares Voted For	Shares Abstained

	Jill Griffin		18,012,274	2,407,564
	Roger R. Hemminghaus		17,925,990	2,493,849
	Christopher J. Pappas		17,341,046	3,078,793
	Jim W. Woliver		17,872,755	2,547,085

(e)	With respect to the approval of the appointment of auditor, the results of the voting were:
	Shares voted For	20,005,889
	Shares voted Against	372,859
	Shares Abstaining	40,887

(f)	With respect to the nonbinding shareholder proposal to declassify the election of directors, the results were:
	Shares voted For	6,763,369
	Shares voted Against	5,207,909
	Shares Abstaining	438,289
	Broker Nonvotes	8,010,271

Item 6. Exhibits and Reports on Form 8-K

A. Exhibits

The following exhibits are filed as a part of this Report:

3(a)

Certificate of Incorporation of Luby's, Inc. as currently in effect (filed as Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1999, and incorporated herein by reference).

3(b)

Bylaws of Luby's, Inc. as currently in effect (filed as Exhibit 3(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference).

4(a)

Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc., in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No. 1-8308, and incorporated herein by reference).

4(b)

Amendment No. 1 dated December 19, 1991, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference).

4(c)

Amendment No. 2 dated February 7, 1995, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1995, and incorporated herein by reference).

4(d)

Amendment No. 3 dated May 29, 1995, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1995, and incorporated herein by reference).

4(e)

Amendment No. 4 dated March 8, 2001, to Rights Agreement dated April 16, 1991 (filed as Exhibit 99.1 to the Company's Report on Form 8-A12B/A on March 22, 2001, and incorporated herein by reference).

4(f)

Credit Agreement dated February 27, 1996, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 1996, and incorporated herein by reference).

4(g)

First Amendment to Credit Agreement dated January 24, 1997, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).

4(h)

Second Amendment to Credit Agreement dated July 3, 1997, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(i) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference).

4(i)

Third Amendment to Credit Agreement dated October 27, 2000, among Luby's, Inc., Certain Lenders, and Bank of America, N.A. (filed as Exhibit 4(j) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2000, and incorporated herein by reference).

4(j)

Fourth Amendment to Credit Agreement dated July 9, 2001, among Luby's, Inc., Bank of America, N.A., and other creditors of its bank group (filed as Exhibit 4(l) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(k)

Deed of Trust, Assignment, Security Agreement, and Financing Statement dated July 2001, executed as part of the Fourth Amendment to Credit Agreement (filed as Exhibit 4(m) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(l)

Subordination and Intercreditor Agreement dated June 29, 2001, between Harris J. Pappas and Christopher J. Pappas, Bank of America, N.A. [as the bank group agent], and Luby's, Inc. (filed as Exhibit 4(n) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(m)

Convertible Subordinated Promissory Note dated June 29, 2001, between Christopher J. Pappas and Luby's, Inc. in the amount of $1,500,000 (filed as Exhibit 4(o) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(n)

Convertible Subordinated Promissory Note dated June 29, 2001, between Harris J. Pappas and Luby's, Inc. in the amount of $1,500,000 (filed as Exhibit 4(p) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(o)

Convertible Subordinated Promissory Note dated June 29, 2001, between Christopher J. Pappas and Luby's, Inc. in the amount of $3,500,000 (filed as Exhibit 4(q) to the Company's Quarterly Report on Form 10-Q for  the quarter ended May 31, 2001, and incorporated herein by reference).

4(p)

Convertible Subordinated Promissory Note dated June 29, 2001, between Harris J. Pappas and Luby's, Inc. in the amount of $3,500,000 (filed as Exhibit 4(r) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(q)

Fifth Amendment to Credit Agreement dated December 5, 2001, among Luby's, Inc., Bank of America, N.A., and other creditors of its bank group (filed as Exhibit 4(s) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001, and incorporated herein by reference).

4(r)

Sixth Amendment to Credit Agreement dated November 25, 2002, among Luby's, Inc., Bank of America, N.A., and other creditors of its bank group (filed as Exhibit 4(t) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).

4(s)

Amended and Restated Convertible Subordinated Promissory Note Due dated 2011 dated June 7, 2004, between Christopher J. Pappas and Luby's, Inc.

4(t)

Amended and Restated Convertible Subordinated Promissory Note Due 2011 dated June 7, 2004, between Harris J. Pappas and Luby's, Inc.

4(u)

Credit Agreement dated June 7, 2004, among Luby's, Inc., JPMorgan Chase Bank, and certain lenders.

4(v)

Term Loan Agreement dated June 7, 2004, among Luby's, Inc., Guggenheim Corporate Funding, LLC, and certain lenders.

4(w)

Subordination and Intercreditor Agreement dated June 7, 2004, among Luby's, Inc., JPMorgan Chase Bank, Harris J. Pappas, and Christopher J. Pappas.

4(x)

Intercreditor Agreement dated June 7, 2004, among Luby's, Inc., JPMorgan Chase Bank, and Guggenheim Corporate Funding, LLC.

10(a)

Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as Exhibit 10(i) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989, and incorporated herein by reference).*

10(b)

Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(k) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).*

10(c)

Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted October 27, 1994 (filed as Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1994, and incorporated herein by reference).*

10(d)

Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).*

10(e)

Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted March 19, 1998 (filed as Exhibit 10(o) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference).*

10(f)

Amended and Restated Nonemployee Director Stock Option Plan of Luby's, Inc. approved by the shareholders of Luby's, Inc. on January 14, 2000 (filed as Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2000, and incorporated herein by reference).*

10(g)

Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan dated May 30, 1996 (filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1996, and incorporated herein by reference).*

10(h)

Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan adopted January 14, 1997 (filed as Exhibit 10(r) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).*

10(i)

Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan adopted January 9, 1998 (filed as Exhibit 10(u) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference).*

10(j)

Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan adopted May 21, 1999 (filed as Exhibit 10(q) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1999, and incorporated herein by reference.)*

10(k)

Luby's Incentive Stock Plan adopted October 16, 1998 (filed as Exhibit 10(cc) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1998, and incorporated herein by reference).*

10(l)

Registration Rights Agreement dated March 9, 2001, by and among Luby's, Inc., Christopher J. Pappas, and Harris J. Pappas (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated March 9, 2001, and incorporated herein by reference).

10(m)

Purchase Agreement dated March 9, 2001, by and among Luby's, Inc. Harris J. Pappas, and Christopher J. Pappas (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 9, 2001, and incorporated herein by reference).

10(n)

Employment Agreement dated March 9, 2001, between Luby's, Inc. and Christopher J. Pappas (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated March 9, 2001, and incorporated herein by reference).*

10(o)

Employment Agreement dated March 9, 2001, between Luby's, Inc. and Harris J. Pappas (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated March 9, 2001, and incorporated herein by reference).*

10(p)

Luby's, Inc. Stock Option granted to Christopher J. Pappas on March 9, 2001 (filed as Exhibit 10(w) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).*

10(q)

Luby's, Inc. Stock Option granted to Harris J. Pappas on March 9, 2001 (filed as Exhibit 10(x) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).*

10(r)

Affiliate Services Agreement dated August 31, 2001, by and among Luby's, Inc., Christopher J. Pappas, Harris J. Pappas, Pappas Restaurants, L.P., and Pappas Restaurants, Inc. (filed as Exhibit 10(y) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001, refiled as Exhibit 10(y) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 13, 2002, to include signature reference and an exhibit that were inadvertently omitted, and incorporated herein by reference).

10(s)

Lease Agreement dated June 1, 2001, by and between Luby's, Inc. and Pappas Restaurants, Inc. (filed as Exhibit 10(aa) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001, and incorporated herein by reference).

10(t)

Luby's, Inc. Amended and Restated Nonemployee Director Phantom Stock Plan effective September 28, 2001 (filed as Exhibit 10(dd) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 13, 2002, and incorporated herein by reference).*

10(u)

Final Severance Agreement and Release between Luby's, Inc. and S. Darrell Wood effective July 28, 2002   (filed as Exhibit 10(ee) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).*

10(v)

Consultant Agreement dated August 30, 2002, between Luby's Restaurants Limited Partnership and S. Darrell Wood (filed as Exhibit 10(ff) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).*

10(w)

Form of Indemnification Agreement entered into between Luby's, Inc. and each member of its Board of Directors initially dated July 23, 2002 (filed as Exhibit 10(gg) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).

10(x)

Amended and Restated Affiliate Services Agreement dated July 23, 2002, by and among Luby's, Inc.,  Pappas Restaurants, L.P., and Pappas Restaurants, Inc. (filed as Exhibit 10(hh) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).

10(y)

Master Sales Agreement dated July 23, 2002, by and among Luby's, Inc., Pappas Restaurants, L.P., and Pappas Restaurants, Inc. and Procedure adopted by the Finance and Audit Committee of the Board of  Directors on July 23, 2002, pursuant to Section 2.3 of the Master Sales Agreement (filed as Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).

10(z)

Lease Agreement dated October 15, 2002, by and between Luby's, Inc. and Rush Truck Centers of Texas, L.P. and Amendment dated August 1, 2003, by and between Luby's, Inc. and Pappas Restaurants, Inc. (filed as Exhibit 10(gg) to the Company's Annual Report on Form 10-K/A for the fiscal year ended August 27, 2003, and incorporated herein by reference).

10(aa)

Agreement dated June 7, 2004, by and among Luby's, Inc., Christopher J. Pappas, and Harris J. Pappas.

10(bb)

First Amendment to Purchase Agreement dated June 7, 2004, by and among Luby's, Inc., Harris J. Pappas, and Christopher J. Pappas.

10(cc)

Employment Agreement dated June 7, 2004, between Luby's, Inc. and Christopher J. Pappas.*

10(dd)

Employment Agreement dated June 7, 2004, between Luby's, Inc. and Harris J. Pappas.*

11

Weighted-average shares used in the computation of per share earnings.

31

Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Denotes management contract or compensatory plan or arrangement.

B. Reports on Form 8-K.

Current Report on Form 8-K dated February 24, 2004, reporting under Item 12 - the issuance of a press release on February 24, 2004, announcing preliminary second-quarter fiscal 2004 same-store sales and debt paydowns.

Current Report on Form 8-K dated March 11, 2004, reporting under Item 12 - the issuance of a press release on March 11, 2004, announcing second-quarter fiscal 2004 results.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LUBY'S, INC.
	(Registrant)

Date: June 10, 2004	By:	/s/Christopher J. Pappas

		Christopher J. Pappas
		President and
		Chief Executive Officer

Date: June 10, 2004	By:	/s/Ernest Pekmezaris

		Ernest Pekmezaris
		Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX

The following exhibits are filed as a part of this Report:

* Denotes management contract or compensatory plan or arrangement.

EX-4 2 e4s-3q04.htm AMENDED AND RESTATED CONV SUB NOTE CJP DATED 6/7/04 Convertible Notes CJP

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS SECURITY UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS AND AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THIS AMENDED AND RESTATED CONVERTIBLE SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE SUBORDINATION PROVISIONS SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF JUNE 7, 2004, AMONG LUBY'S, INC., HARRIS J. PAPPAS, CHRISTOPHER J. PAPPAS, JPMORGAN CHASE BANK, AS FIRST LIEN AGENT, GUGGENHEIM CORPORATE FUNDING, LLC, AS SECOND LIEN AGENT, AND CERTAIN OTHER PERSONS SIGNATORY THERETO (INCLUDING EACH SUCH PARTY'S SUCCESSORS AND ASSIGNS). A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE ISSUER HEREOF AND IS AVAILABLE FOR INSPECTION AT SUCH OFFICE.

LUBY'S, INC.
AMENDED AND RESTATED
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
DUE 2011

San Antonio, Texas
June 7, 2004

LUBY'S, INC., a Delaware corporation (the "Company"), issued to Christopher J. Pappas a Convertible Subordinated Promissory Note, due 2011, dated June 29, 2001, in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) and a Convertible Subordinated Promissory Note, due 2011, dated July 2, 2001, in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00) (collectively, the "Original Notes") in connection with the transaction described in Section 2 of that certain Purchase Agreement between the Company, Christopher J. Pappas and Harris J. Pappas, dated as of March 9, 2001, as amended as of the date hereof (the "Purchase Agreement"). Pursuant to the terms of that certain Agreement, dated June 7, 2004, by and between the Company, Christopher J. Pappas and Harris J. Pappas (the "Agreement"), Christopher J. Pappas hereby surrenders the Original Notes for cancellation in their entirety, and the Company does he reby, in lieu thereof, issue this Amended and Restated Convertible Subordinated Promissory Note Due 2011.

The Company, the principal office of which is located at 2211 Northeast Loop 410, San Antonio, Texas, for value received hereby promises to pay to Christopher J. Pappas, or his registered assigns, the sum of Five Million Dollars ($5,000,000.00), or such other amount as shall then equal the outstanding principal amount hereof and any unpaid accrued interest hereon, as set forth below, and such amounts shall be due and payable on the earlier to occur of (i) June 7, 2011, or (ii) when declared due and payable by the Holder upon the occurrence of an Event of Default (as defined below). Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder. The holder of this Note is subject to certain restrictions set forth in the Purchase Agreement and the Agreement and shall be entitled to certain rights and privileges set forth in the Purchase Agreement. This Note is one of the Notes referred to as the "Notes" in the Purchase Agreement and the Agree ment.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

Definitions. Terms used and not otherwise defined herein have the meaning given such terms in the Purchase Agreement. As used in this Note, the following terms, unless the context otherwise requires, have the following meanings:

"Business Day" means any day upon which national banks are open for regular business in Houston, Texas.

"Change of Control" shall mean the occurrence of any of the events described in subsections (i) through (iv) below:

The Rights Agreement shall have been determined to be invalid or is otherwise abrogated by a court of competent jurisdiction in a final and non-appealable judgment rendered in connection with a contest for control of the Company and a substitute defense mechanism having the effectiveness of the Rights Agreement is not promptly adopted or, if adopted, is determined to be invalid or is otherwise abrogated, and either (y) the Company has received a report on Schedule 13D, or an amendment to such a report, filed with the SEC pursuant to Section 13(d) of the Securities Exchange Act of 1934 disclosing that any Person or 13d Group other than Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part, Beneficially Owns, directly or indirectly, twenty percent or more of the combined voting power of the outstanding Capital Stock of the Company, or (z) the board of directors of the Company has actual kn owledge of facts on the basis of which any Person or 13d Group other than Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part, is required to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time specified in Section 13(d) of the Securities Exchange Act of 1934 disclosing that such Person or 13d Group other than Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part, Beneficially Owns, directly or indirectly, twenty percent or more of the combined voting power of the outstanding Capital Stock of the Company.

Either (y) purchase by any Person, other than the Company or a wholly-owned subsidiary of the Company or Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part, of shares of Capital Stock pursuant to a tender or exchange offer to acquire any Capital Stock of the Company (or securities convertible into Capital Stock) for cash, securities or any other consideration or (z) any Person, other than the Company or a wholly-owned subsidiary of the Company or Christopher J. Pappas or Harris J. Pappas or any of their Affiliates, Associates or members of any 13d Group of which they are a part, individually or together, shall make any such offer to acquire any Capital Stock of the Company pursuant to a tender or exchange offer for cash, securities or any other consideration and either (1) the Company shall have recommended that stockholders accept such offer or (2) within 10 business days (as such ter m is used in Rule 14e-2 under the Securities Exchange Act of 1934), the Company shall have made no recommendation that stockholders reject such offer or (3) the Company shall have recommended that stockholders reject such offer and the Rights Agreement shall have been determined to be invalid or is otherwise abrogated by a court of competent jurisdiction in a final and non-appealable judgment rendered in connection with a contest for control of the Company and a substitute defense mechanism having the effectiveness of the Rights Agreement is not promptly adopted or, if adopted, is determined to be invalid or is otherwise abrogated, provided that, after consummation of any such offer, such Person Beneficially Owns, or would Beneficially Own, directly or indirectly, twenty percent or more of the combined voting power of the outstanding Capital Stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Securities Exchange Act of 1934 in the case of rights to acquire stock).

The Company shall, after approval by its Board of Directors or an authorized committee thereof, enter into any agreement contemplating a transaction described below, other than any such transaction with Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part: (v) a transaction pursuant to which the Company agrees to issue or sell, regardless of the consideration therefor, a number of its shares of Capital Stock that would result in any Person acquiring Beneficial Ownership, directly or indirectly, of twenty percent or more of the combined voting power of the outstanding Capital Stock of the Company, calculated as in clause (ii) above; (w) any consolidation, merger or similar transaction involving the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Capital Stock of the Company would be converted into cash, securi ties or other property, other than a consolidation, merger or similar transaction involving the Company in which holders of its Capital Stock immediately prior to the consolidation or merger or similar transaction own at least a majority of the combined voting power of the outstanding capital stock of the surviving corporation immediately after the consolidation, merger or similar transaction (or at least a majority of the combined voting power of the outstanding capital stock of a corporation which owns directly or indirectly all of the voting stock of the surviving corporation); (x) any consolidation, merger or similar transaction involving the Company in which the Company is the continuing or surviving corporation but in which the stockholders of the Company immediately prior to the consolidation, merger or similar transaction do not hold at least a majority of the combined voting power of the outstanding Capital Stock of the continuing or surviving corporation (except where such holders of Capital Stock hold at least a majority of the combined voting power of the outstanding capital stock of the corporation which owns directly or indirectly all of the voting stock of the Company); (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company (except such a transfer to a corporation which is wholly owned, directly or indirectly, by the Company), or any complete liquidation of the Company; or (z) any consolidation, merger or similar transaction involving the Company where, after the consolidation, merger or similar transaction, one Person owns 100% of the shares of Capital Stock of the Company (except where the holders of the Company's voting stock immediately prior to such consolidation, merger or similar transaction own at least a majority of the combined voting power of the outstanding capital stock of such Person immediately after such consolidation, merger or similar transaction).

A change in the majority of the members of the board of directors of the Company within a 24-month period unless the election or nomination for election by the shareholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the 24-month period.

For purposes of this Note, the "effective date of a Change of Control" is the date that an event described in subsection (i), (ii), (iii) or (iv) occurs or the date upon which all the events necessary to constitute the Change of Control shall have occurred.

"Company" includes any corporation or other entity that, to the extent permitted by this Note or the Purchase Agreement, shall succeed to or assume the obligations of the Company under this Note.

"Effective Date" shall mean the date hereof.

"effective date of a Change of Control" shall have the meaning given to such term in Subsection 1(b) hereof.

"Holder," when the context refers to a holder of this Note, shall mean any persons who shall at the time be the registered holder of this Note.

"Interest Rate" means for the three month period preceding each Interest Payment Date (each an "Interest Period"), a per annum rate of interest equal to the lesser of the following: (i) the Prime Rate, as in effect two Business Days before the first day of such Interest Period (x) plus five (5) percentage points during each Interest Period for which the principal amount of Senior Indebtedness two Business Days before the first day of such Interest Period equals or exceeds Sixty Million Dollars ($60,000,000) and (y) plus four (4) percentage points during each Interest Period for which the principal amount of Senior Indebtedness two Business Days before the first day of such Interest Period is less than Sixty Million Dollars ($60,000,000), (ii) twelve percent (12%) and (iii) the Maximum Legal Rate. During an Event of Default, the Interest Rate shall equal the lesser of the following: (i) the Prime Rate plus eleven (11) percentage points and (ii) the Maximum Le gal Rate.

"Interest Payment Date" shall have the meaning given such term in Section 2(b) hereof.

"Last Sale Price" on any Trading Day shall mean (i) the closing price regular way (or, if no closing price is reported the average of the bid and asked prices) as reported on the New York Stock Exchange Composite Tape, or (ii) if on such Trading Day the Common Stock is not listed or admitted to trading on such exchange, the closing price regular way (or, if no closing price is reported the average of the bid and asked prices) on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if not listed or admitted to trading on any national securities exchange on such Trading Day, then the average of the closing bid and asked prices as reported through the National Association of Securities Dealers, Inc. on its NASDAQ National Market or other NASDAQ market or through a similar organization if NASDAQ is no longer reporting information, or (iv) if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on such National Market or other NASDAQ market on such Trading Day, then the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose or (v) if not quoted by any such organization on such Trading Day, the fair value of such Common Stock on such Trading Day, as reasonably determined by the Board of Directors in good faith.

"Maximum Legal Rate" shall have the meaning given such term in Section 15.4 hereof.

"Person" shall have the meaning specified in Section 13(d) of the Securities Exchange Act of 1934.

"Prime Rate" shall mean, at any time, the prime interest rate announced or published by JPMorgan Chase Bank and its successors from time to time as its reference rate for the determination of interest rates for loans of varying maturities in United States dollars to United States residents of varying degrees of creditworthiness and being quoted at such time by JPMorgan Chase Bank and its successors as its "prime rate;" it being understood that such rate may not be the lowest rate of interest charged by JPMorgan Chase Bank and its successors.

"Sale and Leaseback Transaction" means any arrangement whereby, directly or indirectly, a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same or similar property.

"SEC" shall mean the Securities and Exchange Commission.

"Senior Credit Agreement" shall mean (i) that certain Credit Agreement, dated June 7, 2004, by and among the Company, as Borrower, JPMorgan Chase, as administrative agent, and the lenders signatory thereto, and (ii) that certain Term Loan Agreement dated June 7, 2004, by and among the Company, as Borrower, Guggenheim Corporate Funding, LLC as administrative agent, and the lenders signatory thereto.

"Stock Options" means those two (2) certain Stock Options dated March 9, 2001 issued to Christopher J. Pappas and Harris J. Pappas, each for the purchase of 1,120,000 shares of Common Stock, as amended.

"Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday, and Friday, other than any day on which securities are not traded on the New York Stock Exchange.

"Waiver Period" shall mean a period of forty-five (45) days following an occurrence of an Event of Default hereunder or under the Senior Indebtedness other than any Event of Default arising by reason of any bankruptcy or other insolvency proceeding filed by or against the Company.

Interest.

On the Effective Date, the Company shall pay to the Holder in cash all unpaid interest accrued on the outstanding principal of this Note up to and including the Effective Date.

Commencing on September 1, 2004, and on each of December 1, March 1, June 1, and September 1 thereafter (each such date being referred to as an "Interest Payment Date") until all outstanding principal and interest on this Note shall have been paid in full, the Company shall pay in cash interest at the Interest Rate on the principal of this Note outstanding during the period beginning on the Effective Date and ending on the date that the principal amount of this Note becomes due and payable.

Events of Default. If any of the events specified in this Section 3 shall occur (herein individually referred to as an "Event of Default") the Holder may, so long as any such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company:

Default in the payment of the principal of or unpaid accrued interest on this Note when due and payable not cured by the Company within ten (10) days of the date such payment was due;

Any breach by the Company of any warranty or covenant in this Note; provided, that, in the event of any such breach, to the extent such breach is susceptible to cure, such breach shall not have been cured by the Company within 30 days after written notice to the Company of such breach by the Holder; or

Any event or occurrence exists that would constitute an "Event of Default" of the Company under any Senior Indebtedness (as defined below) of the Company whether or not such Event of Default has been waived by the holder of such Senior Indebtedness; provided, however, for so long as any indebtedness remains outstanding under the Senior Credit Agreement, no such "Event of Default" of the Company under any Senior Indebtedness shall constitute an Event of Default hereunder unless and until the Waiver Period expires with such Event of Default having not been cured or waived during the Waiver Period,

Subordination. The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all the Company's Senior Indebtedness, as hereinafter defined, whether outstanding as of the date hereof or thereafter created, received, assumed, or guaranteed.

4.1 Senior Indebtedness. As used in this Note, the term "Senior Indebtedness" shall mean the principal of, and unpaid accrued interest and premium, if any, on: (a) all indebtedness of the Company for money borrowed by the Company (whether or not secured), including any guaranty by the Company of any indebtedness of any subsidiary for money borrowed by such subsidiary (whether or not secured), and (b) any such indebtedness or any debentures, notes, or other evidence of indebtedness issued, after the consent of the Noteholders, in exchange for or to refinance such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a guarantor. Notwithstanding the foregoing, Senior Indebtedness shall not include (i) indebtedness of the Company owed or owing to any subsidiary of the Company or an officer, director or employee of the Company or any subsidiary, or (ii) indebtedness to trade creditors. Without limitation of the foregoing, t he Senior Indebtedness shall include the principal of, and unpaid accrued interest and premium, if any, on all indebtedness of the Company under the Senior Credit Agreement, including any such indebtedness or any debentures, notes, or other evidence of indebtedness issued, after the consent of the Noteholders, in exchange for or to refinance the indebtedness under the Senior Credit Agreement.

4.2 Default on Senior Indebtedness. If the Company shall default in the payment of any principal of, or premium or interest on, any Senior Indebtedness when the same becomes due and payable, whether at stated maturity or at a date fixed for redemption or by declaration of acceleration or otherwise (a "Payment Default"), then, upon written notice of such default to the Company by the holders of such Senior Indebtedness or any trustee therefor, unless or until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off, or otherwise) shall be made or agreed to be made on account of the principal of, or interest on, the Note, or in respect of any redemption, retirement, repurchase, or other acquisition of the Note other than those made in Capital Stock of the Company (or in cash in lieu of fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in Capital Stoc k of the Company (or in cash in lieu of fractional shares thereof).

Upon (i) the happening of an Event of Default (other than a Payment Default) that permits the holders of Senior Indebtedness or any trustee therefor to accelerate its maturity (a "Nonpayment Default") and (ii) written notice of such Event of Default given to the Company by the holders of at least 25% in aggregate principal amount outstanding of such Senior Indebtedness or any trustee therefor (a "Payment Notice"), then, unless and until such Event of Default has been cured or waived or otherwise has ceased to exist, no payment (in cash, property, securities, by set-off, or otherwise) may be made by or on behalf of the Company on account of the principal of, or interest on, the Note), in any such case other than payments made in Capital Stock of the Company (or in cash in lieu of fractional shares thereof) pursuant to any conversion right of the Note or otherwise made in Capital Stock of the Company (or in cash in lieu of fractional shares thereof). Notwithstanding the foregoing, unless (i) the Senior Indebtedness in respect of which such Event of Default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), or (ii) if declared due and payable, such declaration has been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required to pay all sums not paid to the Holders of the Note during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Note. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within any period of 360 consecutive days, and (ii) no Event of Default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such Event of Default is on the same issue of Senior Indebtedness) shall be made the basis for the comme ncement of any other Payment Blockage Period.

If (a) without the consent of the Company, a court having jurisdiction shall enter an order for relief with respect to the Company under the federal Bankruptcy Code or, without the consent of the Company, a court having jurisdiction shall enter a judgment, order, or decree adjudging the Company a bankrupt or insolvent, or enter an order for relief for reorganization, arrangement, adjustment, or composition of or in respect of the Company under the federal Bankruptcy Code or applicable state insolvency law, or (b) the Company shall institute proceedings for entry of an order for relief with respect to the Company under the federal Bankruptcy Code or for an adjudication of insolvency, or shall consent to the institution of bankruptcy or insolvency proceedings against it, or shall file a petition seeking, or seek or consent to reorganization, arrangement, composition, or relief under the federal Bankruptcy Code or any applicable state law, or shall consent to the filing of such peti tion or to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator or similar official of the Company or of substantially all of its property, or the Company shall make a general assignment for the benefit of creditors as recognized under the federal Bankruptcy Code, then all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities, or other property, shall be made to any Holder of the Note on account thereof. Any payment or distribution, whether in cash, securities (other than a payment or distribution in Capital Stock of the Company), or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the p ayment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provision) be payable or deliverable in respect of the Note shall be paid or delivered directly to the holder of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Note, together with the Holders of any other obligations of the Company ranking on a parity with the Note, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Note and such other obligations before any payment or other distribut ion, whether in cash, property, or otherwise, shall be made on account of any Capital Stock or any obligations of the Company ranking junior to the Note and such other obligations.

Notwithstanding anything herein contained to the contrary, for so long as any indebtedness remains outstanding under the Senior Credit Agreement, the Holders of the Note shall not exercise any right or remedy to accelerate the maturity of this Note unless and until the lenders under the Senior Credit Agreement accelerate the maturity of the indebtedness under the Senior Credit Agreement.

If, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities, or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Note, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Holder of the Note in contravention of any of the terms hereof, such payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness then outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Holder of the Note to endorse or assign any such payment, distribution, or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same.

4.3 Effect of Subordination. Subject to the rights, if any, of the holders of Senior Indebtedness under this Section 4 to receive cash, securities, or other properties otherwise payable or deliverable to the Holder of this Note, nothing contained in this Section 4 shall impair, as between the Company and the Holder of this Note, the obligation of the Company, subject to the terms and conditions hereof, to pay to the Holder of this Note the principal hereof and interest hereon as and when the same become due and payable, or shall prevent the Holder of this Note, upon default hereunder, from exercising all rights, powers, and remedies otherwise provided herein or by applicable law.

4.4 Subrogation. Subject to the payment in full of all Senior Indebtedness and until this Note shall be paid in full, the Holder of this Note shall be subrogated to the rights of the holders of Senior Indebtedness (to the extent of payments or distributions previously made to such holders of Senior Indebtedness pursuant to the provisions of Subsection 4.2 above) to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness. No such payments or distributions applicable to the Senior Indebtedness shall, as between the Company and its creditors, other than the holders of Senior Indebtedness and the Holder of this Note, be deemed to be a payment by the Company to or on account of this Note; and for the purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness to which the Holder of this Note would be entitled except for the provisions of this Section 4 shall, as between the Company and its credit ors, other than the holders of Senior Indebtedness and the Holder of this Note, be deemed to be a payment by the Company to or on account of the Senior Indebtedness.

4.5 Undertaking. By its acceptance of this Note, the Holder agrees to execute and deliver such documents as may be reasonably requested from time to time by the Company or the lender of any Senior Indebtedness in order to implement the foregoing provisions of this Section 4.

Incurrence of Debt. The Company covenants and agrees that it will not incur, create, assume, or suffer to exist Senior Indebtedness and obligations in respect of Sale and Leaseback Transactions which, in the aggregate, are in excess of the following: (a) until such time as the aggregate principal amount outstanding under the Senior Credit Agreement is less than Sixty Million Dollars ($60,000,000.00), (i) the aggregate principal amount outstanding under the Senior Credit Agreement from time to time, together with interest accrued thereon, plus (ii) such additional indebtedness permitted by the terms of the Senior Credit Agreement, and (b) after such time as the aggregate principal amount outstanding under the Senior Credit Agreement is less than Sixty Million Dollars ($60,000,000.00), (i) the aggregate principal amount outstanding under the Senior Credit Agreement from time to time up to a maximum of Sixty Million Dollars ($60,000,000), together with interest accrued thereon, plu s (ii) such additional indebtedness permitted by the terms of the Senior Credit Agreement. The Company further covenants and agrees that it will not refinance by any means, or otherwise restructure, its indebtedness under the Senior Credit Agreement without the consent of the Noteholders; provided, however, neither the foregoing nor any other provision of this Note shall prohibit or in any way restrict the Company from prepaying in whole or in part the principal sum, plus accrued interest to date of payment, of this Note, as permitted by Section 6 hereof.

Prepayment. Upon at least 30 days' prior written notice to the Holder, the Company may at any time prepay in whole or in part the principal sum, plus accrued interest to date of payment, of this Note.

Conversion.

7.1 Voluntary Conversion. Any Holder of this Note has the right, at the Holder's option, (i) at any time after the Effective Date and prior to the close of business on the second Business Day prior to June 7, 2011 (unless a notice of prepayment pursuant to Section 6 has been given with respect to the Note or some portion thereof), to convert this Note, in whole or in part, and (ii) at any time after delivery of a notice of prepayment in accordance with Section 6 of this Note and prior to the close of business on the second Business Day prior to the date prepayment is to be made (unless the Company subsequently fails to make the prepayment on the date of the proposed prepayment, in which event this clause (ii) of this Section 7.1 shall be of no further force or effect with respect to such proposed prepayment), to convert the portion of the Note to be prepaid, in whole or in part, in each case of conversion, into fully paid and nonassessable shares of Common St ock of the Company in accordance with the provisions of Subsection 7.2 hereof. The number of shares of Common Stock to be issued upon conversion ("Conversion Shares") shall be determined by dividing the aggregate principal amount to be converted together with all accrued but unpaid interest to the date of conversion, by the Conversion Price (as defined below) in effect at the time of such conversion.

7.2 Conversion Price. Except as otherwise provided in this Section 7.2, the "Conversion Price" shall be equal to $5.00 during the period commencing on the Effective Date and ending on the first anniversary of the Effective Date, and thereafter until the close of business on the second Business Day prior to June 7, 2011, the Conversion Price shall be $3.10. Notwithstanding the foregoing, the Conversion Price shall be $3.10 upon the occurrence of specified events, as follows:

If the Company delivers a notice of prepayment in accordance with Section 6 of this Note, then the Conversion Price shall be $3.10 commencing on the date of delivery of the notice of prepayment and ending on the close of business on the second Business Day prior to the date prepayment is to be made;

If there is a Change of Control of the Company, then the Conversion Price shall be $3.10, commencing on the effective date thereof and ending on the close of business on the second Business Day prior to June 7, 2011; and

If there is an Event of Default under the Senior Indebtedness and such Event of Default is not cured or waived within the Waiver Period or there is an Event of Default hereunder and such Event of Default is not cured within the Waiver Period, then the Conversion Price shall be $3.10, commencing on the close of business on the last day of the Waiver Period and ending on the earlier of the close of business on the second Business Day prior to June 7, 2011 or the date of waiver or cure of such Event of Default.

7.3 Conversion Procedure. Before the Holder shall be entitled to convert this Note into shares of Common Stock, it shall surrender this Note duly endorsed at the principal office of the Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to this Section 7, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to the Holder of this Note a certificate or certificates (bearing such legends as are required by the Purchase Agreement and applicable federal and state securities laws in the opinion of counsel to the Company) for the number of full shares of Common Stock to which the Holder of this Note shall be entitled as aforesaid, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable in lieu of fractional shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of this Note, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay in cash to the Holder the amount of outstanding principal that is not so converted.

Conversion Price Adjustments.

8.1 Adjustments for Stock Splits, Subdivisions, and Combinations. In the event the Company shall (a) pay a dividend or make a distribution in shares of Common Stock on the Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, or (d) issue, by reclassification of its shares of Common Stock, any shares of Capital Stock of the Company, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of the Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Capital Stock of the Company which he would have owned or been entitled to receive immediately following such action had such Note been converted immediately prior thereto. An adjustment made pursuant to this Subsection 8.1 shall become effective immediately after the record date in the case of a di vidend or distribution and shall become effective immediately after the effective date in the case of a reclassification, subdivision or combination. If as a result of an adjustment made pursuant to this Subsection 8.1, the Holder of the Note thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock (including shares of Common Stock and other Capital Stock) of the Company, the Board of Directors (whose determination, by a duly adopted resolution, shall be conclusive) shall reasonably determine in good faith the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock or shares of Common Stock and other Capital Stock.

8.2 Adjustments for Certain Rights Issuances. In the event the Company shall issue rights, options, or warrants to all holders of Common Stock entitling them (for a period not exceeding 60 days from the date of such issuance) to subscribe for or purchase shares of Common Stock at a price per share less than the average market price per share (as determined pursuant to Subsection 8.6 below) of the Common Stock on the record date mentioned below, the Conversion Price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying:

the Conversion Price in effect immediately prior to the date of issuance of such rights, options, or warrants by a fraction, of which

the numerator shall be (x) the number of shares of Common Stock outstanding on the date of issuance of such rights, options, or warrants, immediately prior to such issuance, plus (y) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such average market price, and of which

the denominator shall be (x) the number of shares of Common Stock outstanding on the date of issuance of such rights, options, or warrants, immediately prior to such issuance, plus (y) the number of additional shares of Common stock which are so offered for subscription or purchase.

Such adjustments shall become effective immediately after the record date for the determination of holders entitled to receive such rights, options, or warrants; provided, however, that if any such rights, options, or warrants issued by the Company as described in this Subsection 8.2 are only exercisable upon the occurrence of certain triggering events provided for in shareholder rights plans, then the Conversion Price will not be adjusted as provided in this Subsection 8.2 until such triggering events occur.

8.3 Adjustments for Other Distributions. In the event the Company shall distribute to all holders of Common Stock any of its assets, evidences of indebtedness, cash, or other assets or shares of Capital Stock, other than Common Stock (including securities, but other than any dividend or distribution for which an adjustment is required to be made in accordance with Subsection 8.1 or 8.2 above), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction the numerator of which shall be the average market price per share of the Common Stock (determined as provided in Subsection 8.6 below) on the record date mentioned below less the then fair market value (as reasonably determined in good faith by the Board of Directors) of the portion of the assets or evidence of indebtedness so distributed applicable to on e share of Common Stock, and the denominator of which shall be such average market price per share of the Common Stock. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

8.4 Notices of Record Date, etc. In the event of:

Any taking by the Company of a record of the holders of Common Stock of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

Any capital reorganization of the Company, any reclassification or recapitalization of the Capital Stock of the Company, or any transfer of all or substantially all of the assets of the Company to any other person or any consolidation or merger involving the Company; or

Any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the Company will mail to the Holder of this Note at least ten (10) days prior to the earliest date specified therein, a notice specifying:

The date on which any such record is to be taken for the purpose of such dividend, distribution, or right, and the amount and character of such dividend, distribution, or right; and

The date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up is expected to become effective and the record date for determining stockholders entitled to vote thereon.

8.5 Reservation of Treasury Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of the shares of Common Stock held by the Company in treasury solely for issuance pursuant to (a) the Company's Nonemployee Director Phantom Stock Plan, (b) this Note and that certain Amended and Restated Note, of even date herewith, issued by the Company to Christopher J. Pappas, upon exercise by the holders of their respective conversion rights hereunder and thereunder and (c) the Stock Options. Except for such purposes, the Company hereby covenants and agrees not to cancel, sell or otherwise dispose any shares of Common Stock held by the Company in treasury except to the extent the Company lists with the New York Stock Exchange a number of additional shares of Common Stock sufficient to permit full conversion into Common Stock of this Note and that certain Amended and Restated Note, of even date herewith, issued by the Company to Christopher J. Pappas, an d full exercise of the Stock Options.

8.6 Market Price. For the purpose of any computation under Subsections 8.2 and 8.3 above, the average market price per share of Common Stock on any date shall be deemed to be the average of the Last Sale Price of a share of Common Stock for the five consecutive Trading Days selected by the Company commencing not more than 20 Trading Days before, and ending not later than, the earlier of the date in question and the date before the "'ex' date," with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term "'ex' date," when used with respect to any issuance or distribution means the first date on which the Common Stock trades regular way on the New York Stock Exchange (or if not listed or admitted to trading thereon, then on the principal national securities exchange on which the Common Stock is listed or admitted to trading) without the right to receive such issuance or distribution.

8.7 Notice of Adjustment. Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly mail or cause to be mailed a notice of such adjustment to the Holder of the Note at the address of the Holder as the same appears on the registry books of the Company.

Assignment. Subject to the restrictions on transfer described in Section 11 below, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators, and transferees of the parties.

Waiver and Amendment. Any provision of this Note may be amended, waived, or modified upon the written consent of the Company and holders of at least two-thirds of the aggregate principal amount of all then outstanding Notes.

Transfer of This Note or Securities Issuable on Conversion Hereof. The original Holder hereof (but no subsequent Holder) may pledge this Note as security to any financial institution for any financing of such Holder's purchase of this Note. With respect to any offer, sale, or other disposition of this Note or securities into which such Note may be converted, the Holder will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale, or other distribution may be effected without registration or qualification under any federal or state law then in effect. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to th e Company. Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with registration or qualification requirements under federal or state law, unless in the opinion of counsel for the Company such legend is not required. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Treatment of Note. To the extent permitted by generally accepted accounting principles, the Company will treat, account, and report the Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state, or local tax authorities.

Notices. Any notice, request, or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if faxed with confirmation of receipt by telephone or if telegraphed or mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth herein. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or on the third Trading Day after being deposited in the mail or telegraphed in the manner set forth above and shall be deemed to have been received when delivered.

No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company; and no dividends or interest shall be payable or accrued in respect of this Note or the interest represented hereby or the Underlying Shares obtainable hereunder until, and then only to the extent that, this Note shall have been converted.

Usury Savings Clause.

15.1 If at any time the sum of (i) the amount of interest computed in accordance with this Note and (ii) all other consideration received by a Holder that is deemed to constitute interest under applicable law, would exceed the Maximum Legal Rate, then the interest payable under this Note shall be computed upon the basis of the Maximum Legal Rate and strictly limited thereto, but any subsequent increase in the Maximum Legal Rate or subsequent reduction in the rate of interest payable under this Note shall not reduce such interest thereafter payable below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable equals the total amount of interest that would have accrued if such interest had been at all times computed solely on the basis of the interest rate set forth in Section 2 plus the other compensation received by such Holder that is deemed to constitute interest under applicable law. Furthermore, i f at the maturity date, the total amount of interest paid or accrued under the foregoing provisions is less than the total amount of interest that would have accrued based upon the interest rate specified in Section 2, then, to the extent allowed by law, the Company agrees to pay to the Holder an amount equal to the difference between (A) the lesser of (x) the amount of interest that would have accrued if the Maximum Legal Rate had at all times been in effect and (y) the amount of interest that would have accrued if the rate specified in Section 2 above had at all times been in effect; and (B) the amount of interest accrued in accordance with the foregoing provisions.

15.2 No agreements, conditions, provisions, or stipulations contained in this Note or any other instrument, document, or agreement between a Holder and the Company, or default of the Company, or exercise by a Holder of the right to accelerate the payment or the maturity of principal and interest, or to exercise any option whatsoever contained in this Note or any other agreement between a Holder and the Company, or arising out of any contingency whatsoever, shall entitle a Holder to contract for, charge, collect, or receive, in any event, interest exceeding the Maximum Legal Rate; and in no event shall the Company be obligated to pay interest exceeding such Maximum Legal Rate; and all agreements, conditions, or stipulations, if any, that may in any event or contingency whatsoever operate to bind, obligate, or compel the Company to pay a rate of interest exceeding the Maximum Legal Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of int erest over such Maximum Legal Rate. In the event any interest is contracted for, charged, collected, or received in excess of the Maximum Legal Rate ("Excess"), such Excess shall be, first, applied to reduce the principal then unpaid under this Note; and second, returned to the Company, it being the intention of the parties hereto not to enter into or cause at any time a usurious or otherwise illegal relationship. For the purpose of determining whether or not any Excess has been contracted for, charged, collected, or received by a Holder, the Company and each Holder shall, to the maximum extent permitted under applicable law, (A) characterize any nonprincipal payment as an expense, fee, or premium rather than interest, (B) exclude voluntary prepayments and the effects thereof, and (C) with respect to all interest at any time contracted for, charged, collected, or received by the Holders in connection with this Note, amortize, prorate, allocate, and spread the same in equal parts, or otherwis e as appropriate, to ensure that, to the extent possible, no Excess exists during the entire term of this Note.

15.3 If, prior to the repayment in full of the obligations under this Note, the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Note or any other instrument, document, or agreement between a Holder and the Company than is currently allowed by applicable state or federal law, then the limitation of interest hereunder by the Maximum Legal Rate shall be increased to such greater rate of interest, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to each Holder by reason thereof, if any, shall be payable upon demand concurrently with the next payment of interest due under the Note; provided, however, if the Note is fully paid and discharged, no such interest charges shall be owing to a Holder by reason of such amendment.

15.4 "Maximum Legal Rate" means the maximum non-usurious interest rate, if any, that any time or from time to time may be contracted for, taken, reserved, charged, or received with respect to the Note as to which such rate is to be determined, payable to the Holders pursuant to this Note or any other agreement, contract, or document by or between the Holders and the Company, under laws applicable to the Holders which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow. The Maximum Legal Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of this Note or any other agreement, contract, or document by or between the Holders and the Company that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Legal Ra te resulting from a change in the Maximum Legal Rate shall take effect without notice to the Company at the time of such change in the Maximum Legal Rate.

GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PROVISIONS.

Headings. The headings of this Note are for convenience of reference only and are not part of the substance of this Note.

Waivers. The Company, along with all sureties, endorses and guarantors (if any) of this Note, waive demand, presentment for payment, notice of non-payment, protest, notice of protest, notice of intent to accelerate maturity, notice of acceleration of maturity and all other notice, filing of suit and diligence in collecting this Note, and consent to any one or more extensions or postponements of time of payment of this Note on any terms or any other indulgences with respect thereto, without notice thereof to any of them.

IN WITNESS WHEREOF, the Company has caused this Note to be issued this 7th day of June, 2004.

LUBY'S, INC.

/s/Gasper Mir, III

Gasper Mir, III
Chairman of the Board

Name of Holder: Christopher J. Pappas

Address: 642 Yale

Houston, Texas 77007

(To be Signed Only Upon Conversion of Note)

LUBY'S, INC.

The undersigned, the holder of the foregoing Note, hereby surrenders such Note for conversion into shares of Common Stock, to the extent of $_______________ unpaid principal amount of such Note, and request that the certificates for such shares be issued in the name of, and delivered to, ____________________, whose address is _________________________________.

Dated: _____________________

(Signature must conform in all respects to name of holder as specified on the face of the Note)

(Address)

EX-4 3 e4t-3q04.htm AMENDED AND RESTATED CONV SUB NOTE HJP DATED 6/7/04 Convertible Notes HJP

LUBY'S, INC.
AMENDED AND RESTATED
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
DUE 2011

San Antonio, Texas
June 7, 2004

LUBY'S, INC., a Delaware corporation (the "Company"), issued to Harris J. Pappas a Convertible Subordinated Promissory Note, due 2011, dated June 29, 2001, in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) and a Convertible Subordinated Promissory Note, due 2011, dated July 2, 2001, in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00) (collectively, the "Original Notes") in connection with the transaction described in Section 2 of that certain Purchase Agreement between the Company, Christopher J. Pappas and Harris J. Pappas, dated as of March 9, 2001, as amended as of the date hereof (the "Purchase Agreement"). Pursuant to the terms of that certain Agreement, dated June 7, 2004, by and between the Company, Christopher J. Pappas and Harris J. Pappas (the "Agreement"), Harris J. Pappas hereby surrenders the Original Notes for cancellation in their entirety, and the Company does hereby, in l ieu thereof, issue this Amended and Restated Convertible Subordinated Promissory Note Due 2011.

The Company, the principal office of which is located at 2211 Northeast Loop 410, San Antonio, Texas, for value received hereby promises to pay to Harris J. Pappas, or his registered assigns, the sum of Five Million Dollars ($5,000,000.00), or such other amount as shall then equal the outstanding principal amount hereof and any unpaid accrued interest hereon, as set forth below, and such amounts shall be due and payable on the earlier to occur of (i) June 7, 2011, or (ii) when declared due and payable by the Holder upon the occurrence of an Event of Default (as defined below). Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder. The holder of this Note is subject to certain restrictions set forth in the Purchase Agreement and the Agreement and shall be entitled to certain rights and privileges set forth in the Purchase Agreement. This Note is one of the Notes referred to as the "Notes" in the Purchase Agreement and the Agreement.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

Definitions. Terms used and not otherwise defined herein have the meaning given such terms in the Purchase Agreement. As used in this Note, the following terms, unless the context otherwise requires, have the following meanings:

"Business Day" means any day upon which national banks are open for regular business in Houston, Texas.

"Change of Control" shall mean the occurrence of any of the events described in subsections (i) through (iv) below:

The Rights Agreement shall have been determined to be invalid or is otherwise abrogated by a court of competent jurisdiction in a final and non-appealable judgment rendered in connection with a contest for control of the Company and a substitute defense mechanism having the effectiveness of the Rights Agreement is not promptly adopted or, if adopted, is determined to be invalid or is otherwise abrogated, and either (y) the Company has received a report on Schedule 13D, or an amendment to such a report, filed with the SEC pursuant to Section 13(d) of the Securities Exchange Act of 1934 disclosing that any Person or 13d Group other than Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part, Beneficially Owns, directly or indirectly, twenty percent or more of the combined voting power of the outstanding Capital Stock of the Company, or (z) the board of directors of the Company has actual kn owledge of facts on the basis of which any Person or 13d Group other than Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part, is required to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time specified in Section 13(d) of the Securities Exchange Act of 1934 disclosing that such Person or 13d Group other than Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part, Beneficially Owns, directly or indirectly, twenty percent or more of the combined voting power of the outstanding Capital Stock of the Company.

Either (y) purchase by any Person, other than the Company or a wholly-owned subsidiary of the Company or Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part, of shares of Capital Stock pursuant to a tender or exchange offer to acquire any Capital Stock of the Company (or securities convertible into Capital Stock) for cash, securities or any other consideration or (z) any Person, other than the Company or a wholly-owned subsidiary of the Company or Christopher J. Pappas or Harris J. Pappas or any of their Affiliates, Associates or members of any 13d Group of which they are a part, individually or together, shall make any such offer to acquire any Capital Stock of the Company pursuant to a tender or exchange offer for cash, securities or any other consideration and either (1) the Company shall have recommended that stockholders accept such offer or (2) within 10 business days (as such ter m is used in Rule 14e-2 under the Securities Exchange Act of 1934), the Company shall have made no recommendation that stockholders reject such offer or (3) the Company shall have recommended that stockholders reject such offer and the Rights Agreement shall have been determined to be invalid or is otherwise abrogated by a court of competent jurisdiction in a final and non-appealable judgment rendered in connection with a contest for control of the Company and a substitute defense mechanism having the effectiveness of the Rights Agreement is not promptly adopted or, if adopted, is determined to be invalid or is otherwise abrogated, provided that, after consummation of any such offer, such Person Beneficially Owns, or would Beneficially Own, directly or indirectly, twenty percent or more of the combined voting power of the outstanding Capital Stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Securities Exchange Act of 1934 in the case of rights to acquire stock).

The Company shall, after approval by its Board of Directors or an authorized committee thereof, enter into any agreement contemplating a transaction described below, other than any such transaction with Christopher J. Pappas or Harris J. Pappas, individually or together with their Affiliates and Associates and any 13d Group of which they are a part: (v) a transaction pursuant to which the Company agrees to issue or sell, regardless of the consideration therefor, a number of its shares of Capital Stock that would result in any Person acquiring Beneficial Ownership, directly or indirectly, of twenty percent or more of the combined voting power of the outstanding Capital Stock of the Company, calculated as in clause (ii) above; (w) any consolidation, merger or similar transaction involving the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Capital Stock of the Company would be converted into cash, securi ties or other property, other than a consolidation, merger or similar transaction involving the Company in which holders of its Capital Stock immediately prior to the consolidation or merger or similar transaction own at least a majority of the combined voting power of the outstanding capital stock of the surviving corporation immediately after the consolidation, merger or similar transaction (or at least a majority of the combined voting power of the outstanding capital stock of a corporation which owns directly or indirectly all of the voting stock of the surviving corporation); (x) any consolidation, merger or similar transaction involving the Company in which the Company is the continuing or surviving corporation but in which the stockholders of the Company immediately prior to the consolidation, merger or similar transaction do not hold at least a majority of the combined voting power of the outstanding Capital Stock of the continuing or surviving corporation (except where such holders of Capital Stock hold at least a majority of the combined voting power of the outstanding capital stock of the corporation which owns directly or indirectly all of the voting stock of the Company); (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company (except such a transfer to a corporation which is wholly owned, directly or indirectly, by the Company), or any complete liquidation of the Company; or (z) any consolidation, merger or similar transaction involving the Company where, after the consolidation, merger or similar transaction, one Person owns 100% of the shares of Capital Stock of the Company (except where the holders of the Company's voting stock immediately prior to such consolidation, merger or similar transaction own at least a majority of the combined voting power of the outstanding capital stock of such Person immediately after such consolidation, merger or similar transaction).

A change in the majority of the members of the board of directors of the Company within a 24-month period unless the election or nomination for election by the shareholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the 24-month period.

"Company" includes any corporation or other entity that, to the extent permitted by this Note or the Purchase Agreement, shall succeed to or assume the obligations of the Company under this Note.

"Effective Date" shall mean the date hereof.

"effective date of a Change of Control" shall have the meaning given to such term in Subsection 1(b) hereof.

"Holder," when the context refers to a holder of this Note, shall mean any persons who shall at the time be the registered holder of this Note.

"Interest Rate" means for the three month period preceding each Interest Payment Date (each an "Interest Period"), a per annum rate of interest equal to the lesser of the following: (i) the Prime Rate, as in effect two Business Days before the first day of such Interest Period (x) plus five (5) percentage points during each Interest Period for which the principal amount of Senior Indebtedness two Business Days before the first day of such Interest Period equals or exceeds Sixty Million Dollars ($60,000,000) and (y) plus four (4) percentage points during each Interest Period for which the principal amount of Senior Indebtedness two Business Days before the first day of such Interest Period is less than Sixty Million Dollars ($60,000,000), (ii) twelve percent (12%) and (iii) the Maximum Legal Rate. During an Event of Default, the Interest Rate shall equal the lesser of the following: (i) the Prime Rate plus eleven (11) percentage points and (ii) the Maximum Le gal Rate.

"Interest Payment Date" shall have the meaning given such term in Section 2(b) hereof.

"Last Sale Price" on any Trading Day shall mean (i) the closing price regular way (or, if no closing price is reported the average of the bid and asked prices) as reported on the New York Stock Exchange Composite Tape, or (ii) if on such Trading Day the Common Stock is not listed or admitted to trading on such exchange, the closing price regular way (or, if no closing price is reported the average of the bid and asked prices) on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if not listed or admitted to trading on any national securities exchange on such Trading Day, then the average of the closing bid and asked prices as reported through the National Association of Securities Dealers, Inc. on its NASDAQ National Market or other NASDAQ market or through a similar organization if NASDAQ is no longer reporting information, or (iv) if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on such National Market or other NASDAQ market on such Trading Day, then the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose or (v) if not quoted by any such organization on such Trading Day, the fair value of such Common Stock on such Trading Day, as reasonably determined by the Board of Directors in good faith.

"Maximum Legal Rate" shall have the meaning given such term in Section 15.4 hereof.

"Person" shall have the meaning specified in Section 13(d) of the Securities Exchange Act of 1934.

"Prime Rate" shall mean, at any time, the prime interest rate announced or published by JPMorgan Chase Bank and its successors from time to time as its reference rate for the determination of interest rates for loans of varying maturities in United States dollars to United States residents of varying degrees of creditworthiness and being quoted at such time by JPMorgan Chase Bank and its successors as its "prime rate;" it being understood that such rate may not be the lowest rate of interest charged by JPMorgan Chase Bank and its successors.

"Sale and Leaseback Transaction" means any arrangement whereby, directly or indirectly, a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same or similar property.

"SEC" shall mean the Securities and Exchange Commission.

"Senior Credit Agreement" shall mean (i) that certain Credit Agreement, dated June 7, 2004, by and among the Company, as Borrower, JPMorgan Chase, as administrative agent, and the lenders signatory thereto, and (ii) that certain Term Loan Agreement dated June 7, 2004, by and among the Company, as Borrower, Guggenheim Corporate Funding, LLC as administrative agent, and the lenders signatory thereto.

"Stock Options" means those two (2) certain Stock Options dated March 9, 2001 issued to Christopher J. Pappas and Harris J. Pappas, each for the purchase of 1,120,000 shares of Common Stock, as amended.

"Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday, and Friday, other than any day on which securities are not traded on the New York Stock Exchange.

"Waiver Period" shall mean a period of forty-five (45) days following an occurrence of an Event of Default hereunder or under the Senior Indebtedness other than any Event of Default arising by reason of any bankruptcy or other insolvency proceeding filed by or against the Company.

Interest.

On the Effective Date, the Company shall pay to the Holder in cash all unpaid interest accrued on the outstanding principal of this Note up to and including the Effective Date.

Commencing on September 1, 2004, and on each of December 1, March 1, June 1, and September 1 thereafter (each such date being referred to as an "Interest Payment Date") until all outstanding principal and interest on this Note shall have been paid in full, the Company shall pay in cash interest at the Interest Rate on the principal of this Note outstanding during the period beginning on the Effective Date and ending on the date that the principal amount of this Note becomes due and payable.

Events of Default. If any of the events specified in this Section 3 shall occur (herein individually referred to as an "Event of Default") the Holder may, so long as any such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company:

Default in the payment of the principal of or unpaid accrued interest on this Note when due and payable not cured by the Company within ten (10) days of the date such payment was due;

Any breach by the Company of any warranty or covenant in this Note; provided, that, in the event of any such breach, to the extent such breach is susceptible to cure, such breach shall not have been cured by the Company within 30 days after written notice to the Company of such breach by the Holder; or

Any event or occurrence exists that would constitute an "Event of Default" of the Company under any Senior Indebtedness (as defined below) of the Company whether or not such Event of Default has been waived by the holder of such Senior Indebtedness; provided, however, for so long as any indebtedness remains outstanding under the Senior Credit Agreement, no such "Event of Default" of the Company under any Senior Indebtedness shall constitute an Event of Default hereunder unless and until the Waiver Period expires with such Event of Default having not been cured or waived during the Waiver Period,

Subordination. The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all the Company's Senior Indebtedness, as hereinafter defined, whether outstanding as of the date hereof or thereafter created, received, assumed, or guaranteed.

Incurrence of Debt. The Company covenants and agrees that it will not incur, create, assume, or suffer to exist Senior Indebtedness and obligations in respect of Sale and Leaseback Transactions which, in the aggregate, are in excess of the following: (a) until such time as the aggregate principal amount outstanding under the Senior Credit Agreement is less than Sixty Million Dollars ($60,000,000.00), (i) the aggregate principal amount outstanding under the Senior Credit Agreement from time to time, together with interest accrued thereon, plus (ii) such additional indebtedness permitted by the terms of the Senior Credit Agreement, and (b) after such time as the aggregate principal amount outstanding under the Senior Credit Agreement is less than Sixty Million Dollars ($60,000,000.00), (i) the aggregate principal amount outstanding under the Senior Credit Agreement from time to time up to a maximum of Sixty Million Dollars ($60,000,000), together with interest accrued thereon, plu s (ii) such additional indebtedness permitted by the terms of the Senior Credit Agreement. The Company further covenants and agrees that it will not refinance by any means, or otherwise restructure, its indebtedness under the Senior Credit Agreement without the consent of the Noteholders; provided, however, neither the foregoing nor any other provision of this Note shall prohibit or in any way restrict the Company from prepaying in whole or in part the principal sum, plus accrued interest to date of payment, of this Note, as permitted by Section 6 hereof.

Prepayment. Upon at least 30 days' prior written notice to the Holder, the Company may at any time prepay in whole or in part the principal sum, plus accrued interest to date of payment, of this Note.

Conversion.

If the Company delivers a notice of prepayment in accordance with Section 6 of this Note, then the Conversion Price shall be $3.10 commencing on the date of delivery of the notice of prepayment and ending on the close of business on the second Business Day prior to the date prepayment is to be made;

If there is a Change of Control of the Company, then the Conversion Price shall be $3.10, commencing on the effective date thereof and ending on the close of business on the second Business Day prior to June 7, 2011; and

If there is an Event of Default under the Senior Indebtedness and such Event of Default is not cured or waived within the Waiver Period or there is an Event of Default hereunder and such Event of Default is not cured within the Waiver Period, then the Conversion Price shall be $3.10, commencing on the close of business on the last day of the Waiver Period and ending on the earlier of the close of business on the second Business Day prior to June 7, 2011 or the date of waiver or cure of such Event of Default.

Conversion Price Adjustments.

the Conversion Price in effect immediately prior to the date of issuance of such rights, options, or warrants by a fraction, of which

the numerator shall be (x) the number of shares of Common Stock outstanding on the date of issuance of such rights, options, or warrants, immediately prior to such issuance, plus (y) the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such average market price, and of which

the denominator shall be (x) the number of shares of Common Stock outstanding on the date of issuance of such rights, options, or warrants, immediately prior to such issuance, plus (y) the number of additional shares of Common stock which are so offered for subscription or purchase.

8.4 Notices of Record Date, etc. In the event of:

Any taking by the Company of a record of the holders of Common Stock of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

Any capital reorganization of the Company, any reclassification or recapitalization of the Capital Stock of the Company, or any transfer of all or substantially all of the assets of the Company to any other person or any consolidation or merger involving the Company; or

Any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the Company will mail to the Holder of this Note at least ten (10) days prior to the earliest date specified therein, a notice specifying:

The date on which any such record is to be taken for the purpose of such dividend, distribution, or right, and the amount and character of such dividend, distribution, or right; and

The date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up is expected to become effective and the record date for determining stockholders entitled to vote thereon.

8.5 Reservation of Treasury Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of the shares of Common Stock held by the Company in treasury solely for issuance pursuant to (a) the Company's Nonemployee Director Phantom Stock Plan, (b) this Note and that certain Amended and Restated Note, of even date herewith, issued by the Company to Harris J. Pappas, upon exercise by the holders of their respective conversion rights hereunder and thereunder and (c) the Stock Options. Except for such purposes, the Company hereby covenants and agrees not to cancel, sell or otherwise dispose any shares of Common Stock held by the Company in treasury except to the extent the Company lists with the New York Stock Exchange a number of additional shares of Common Stock sufficient to permit full conversion into Common Stock of this Note and that certain Amended and Restated Note, of even date herewith, issued by the Company to Harris J. Pappas, and full exe rcise of the Stock Options.

Assignment. Subject to the restrictions on transfer described in Section 11 below, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators, and transferees of the parties.

Waiver and Amendment. Any provision of this Note may be amended, waived, or modified upon the written consent of the Company and holders of at least two-thirds of the aggregate principal amount of all then outstanding Notes.

Transfer of This Note or Securities Issuable on Conversion Hereof. The original Holder hereof (but no subsequent Holder) may pledge this Note as security to any financial institution for any financing of such Holder's purchase of this Note. With respect to any offer, sale, or other disposition of this Note or securities into which such Note may be converted, the Holder will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale, or other distribution may be effected without registration or qualification under any federal or state law then in effect. Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to th e Company. Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with registration or qualification requirements under federal or state law, unless in the opinion of counsel for the Company such legend is not required. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Treatment of Note. To the extent permitted by generally accepted accounting principles, the Company will treat, account, and report the Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state, or local tax authorities.

Notices. Any notice, request, or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if faxed with confirmation of receipt by telephone or if telegraphed or mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth herein. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or on the third Trading Day after being deposited in the mail or telegraphed in the manner set forth above and shall be deemed to have been received when delivered.

No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company; and no dividends or interest shall be payable or accrued in respect of this Note or the interest represented hereby or the Underlying Shares obtainable hereunder until, and then only to the extent that, this Note shall have been converted.

Usury Savings Clause.

GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PROVISIONS.

Headings. The headings of this Note are for convenience of reference only and are not part of the substance of this Note.

Waivers. The Company, along with all sureties, endorses and guarantors (if any) of this Note, waive demand, presentment for payment, notice of non-payment, protest, notice of protest, notice of intent to accelerate maturity, notice of acceleration of maturity and all other notice, filing of suit and diligence in collecting this Note, and consent to any one or more extensions or postponements of time of payment of this Note on any terms or any other indulgences with respect thereto, without notice thereof to any of them.

IN WITNESS WHEREOF, the Company has caused this Note to be issued this 7th day of June, 2004.

LUBY'S, INC.

/s/Gasper Mir, III

Gasper Mir, III
Chairman of the Board

Name of Holder: Harris J. Pappas

Address: 642 Yale

Houston, Texas 77007

(To be Signed Only Upon Conversion of Note)

LUBY'S, INC.

Dated: _____________________

(Signature must conform in all respects to name of holder as specified on the face of the Note)

(Address)

EX-4 4 e4u-3q04.htm CREDIT AGREEMENT DATED 6/7/04 CREDIT AGREEMENT CREDIT AGREEMENT

dated as of June 7, 2004

among

LUBY'S, INC.

The Lenders From Time to Time Party Hereto

and

JPMORGAN CHASE BANK,

as Administrative Agent

WELLS FARGO BANK, NATIONAL ASSOCIATION

and

SOUTHWEST BANK OF TEXAS, N.A.,

as Documentation Agents

J.P. MORGAN SECURITIES INC.,

as Sole Bookrunner and Lead Arranger

TABLE OF CONTENTS

ARTICLE I Definitions *

SECTION 1.01 Defined Terms *

SECTION 1.02 Classification of Loans and Borrowings *

SECTION 1.03 Terms Generally *

SECTION 1.04 Accounting Terms; GAAP *

ARTICLE II The Credits *

SECTION 2.01 Revolving Commitments *

SECTION 2.02 Loans and Borrowings. *

SECTION 2.03 Requests for Borrowings *

SECTION 2.04 Letters of Credit. *

SECTION 2.05 Funding of Borrowings. *

SECTION 2.06 Interest Elections. *

SECTION 2.07 Termination and Reduction of Revolving Commitments. *

SECTION 2.08 Repayment of Loans; Evidence of Debt. *

SECTION 2.09 Prepayment of Loans. *

SECTION 2.10 Fees. *

SECTION 2.11 Interest. *

SECTION 2.12 Alternate Rate of Interest *

SECTION 2.13 Increased Costs. *

SECTION 2.14 Break Funding Payments *

SECTION 2.15 Taxes. *

SECTION 2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. *

SECTION 2.17 Mitigation Obligations; Replacement of Lenders. *

SECTION 2.18 Swingline Loans. *

SECTION 2.19 Defaulting Lender. *

ARTICLE III Representations and Warranties *

SECTION 3.01 Organization; Powers *

SECTION 3.02 Authorization; Enforceability *

SECTION 3.03 Governmental Approvals; No Conflicts *

SECTION 3.04 Financial Condition *

SECTION 3.05 Properties. *

SECTION 3.06 Litigation and Environmental Matters. *

SECTION 3.07 Compliance with Laws and Agreements *

SECTION 3.08 Investment and Holding Company Status *

SECTION 3.09 Taxes *

SECTION 3.10 ERISA *

SECTION 3.11 Disclosure *

SECTION 3.12 Subsidiaries *

SECTION 3.13 Insurance *

SECTION 3.14 Labor Matters *

SECTION 3.15 Solvency *

SECTION 3.16 Material Property Subject to Security Documents *

ARTICLE IV Conditions *

SECTION 4.01 Effective Date *

SECTION 4.02 Each Credit Event *

ARTICLE V Affirmative Covenants *

SECTION 5.01 Financial Statements and Other Information *

SECTION 5.02 Notices of Material Events *

SECTION 5.03 Information Regarding Borrower. *

SECTION 5.04 Existence; Conduct of Business *

SECTION 5.05 Payment of Obligations *

SECTION 5.06 Maintenance of Properties *

SECTION 5.07 Insurance *

SECTION 5.08 Casualty and Condemnation *

SECTION 5.09 Books and Records; Inspection and Audit Rights *

SECTION 5.10 Compliance with Laws *

SECTION 5.11 Use of Proceeds and Letters of Credit *

SECTION 5.12 Further Assurances. *

SECTION 5.13 Financial Covenants *

SECTION 5.14 Deposit Concentration Accounts *

ARTICLE VI Negative Covenants *

SECTION 6.01 Indebtedness; Certain Equity Securities. *

SECTION 6.02 Liens *

SECTION 6.03 Fundamental Changes. *

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions *

SECTION 6.05 Asset Sales *

SECTION 6.06 Sale and Leaseback Transactions *

SECTION 6.07 Swap Agreements *

SECTION 6.08 Restricted Payments *

SECTION 6.09 Transactions with Affiliates *

SECTION 6.10 Restrictive Agreements *

SECTION 6.11 Amendment of Material Documents *

SECTION 6.12 Additional Subsidiaries *

SECTION 6.13 Capital Expenditures *

SECTION 6.14 Lease Expense *

SECTION 6.15 Scheduled Properties *

ARTICLE VII Events of Default *

ARTICLE VIII The Administrative Agent *

ARTICLE IX Miscellaneous *

SECTION 9.01 Notices. *

SECTION 9.02 Waivers; Amendments. *

SECTION 9.03 Expenses; Indemnity; Damage Waiver. *

SECTION 9.04 Successors and Assigns. *

SECTION 9.05 Survival *

SECTION 9.06 Counterparts; Integration; Effectiveness *

SECTION 9.07 Severability *

SECTION 9.08 Right of Setoff *

SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process. *

SECTION 9.10 WAIVER OF JURY TRIAL *

SECTION 9.11 Headings *

SECTION 9.12 Interest Rate Limitation *

SECTION 9.13 USA Patriot Act *

Schedule 1.01A - Excluded Property

Schedule 1.01B - No-Lien Leaseholds

Schedule 2.01 - Revolving Commitments

Schedule 2.09 - Scheduled Properties

Schedule 3.12 - Subsidiaries

Schedule 6.01 - Existing Indebtedness

Schedule 6.02 - Existing Liens

Schedule 6.05 - Values

Schedule 6.09 - Affiliate Transactions

Exhibit A - Assignment and Assumption

Exhibit B - Compliance Certificate

Exhibit C-1 - Revolving Note

Exhibit C-2 - Swingline Note

Exhibit D - Real Estate Report

CREDIT AGREEMENT

CREDIT AGREEMENT (as amended, modified, restated, supplemented and in effect from time to time, herein called this "Agreement") dated as of June 7, 2004 (the "Effective Date"), among LUBY'S, INC., a Delaware corporation, the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION and SOUTHWEST BANK OF TEXAS.N.A., as Documentation Agents, and JPMORGAN CHASE BANK, as Administrative Agent for the Lenders.

Definitions

The parties hereto agree as follows:

Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"Accounts" shall have the meaning assigned to it in the Uniform Commercial Code enacted in the State of Texas in force on the Effective Date.

"Additional Collateral Event" shall have the meaning ascribed to such term in Section 5.03(b) hereof.

"Additional Collateral" shall have the meaning ascribed to such term in Section 5.03(b) hereof.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means JPMorgan Chase Bank, in its capacity as administrative agent for the Lenders hereunder, and its successors in that capacity.

"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"Alternate Base Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Percentage" means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Lender's Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

"Applicable Rate" means, for any day with respect to any ABR Loan or Eurodollar Loan or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption "ABR Spread", "Eurodollar Spread" or "Commitment Fee Rate", as the case may be, based upon the Total Leverage Ratio as of the most recent determination date; but until the end of the third fiscal quarter of fiscal year 2004 the Eurodollar Spread shall be 4.00%, the ABR Spread shall be 2.50% and the Commitment Fee Rate shall be 0.75%:

Total Leverage Ratio	ABR Spread	Eurodollar Spread	Commitment Fee Rate
Category 1: greater than or equal to 4.00	2.50	4.00	0.75
Category 2: greater than or equal to 3.00 but less than 4.00	2.25	3.75	0.625
Category 3: greater than or equal to 2.00 but less than 3.00	2.00	3.50	0.50
Category 4: less than 2.00	1.50	3.00	0.50

For purposes of the foregoing, (i) the Total Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower's fiscal year based upon the Borrower's consolidated financial statements delivered pursuant to Sections 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; but the Total Leverage Ratio shall be deemed to be in Category 1 at the request of the Required Lenders if the Borrower fails to timely deliver the consolidated financial statements required to be delivered by it pursuant to Sections 5.01(a) or (b), during the period from the deadline for delivery thereof until such consolidated financial statements are rec eived.

"Approved Fund" has the meaning assigned to such term in Section 9.04.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America and any successor entity performing similar functions.

"Borrower" means Luby's, Inc., a Delaware corporation.

"Borrowing" means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect and (b) a Swingline Loan.

"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03.

"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in Houston, Texas are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

"Capital Expenditures" means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its consolidated Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower and its consolidated Subsidiaries during such period, but excluding expenditures for the restoration, repair or replacement of any fixed or capital asset which was destroyed, damaged or condemned, in whole or in part, to the extent financed by the proceeds of an insurance policy maintained by such Person or the receipt of any proceeds resulting from such condemnation, as applicable. If the Borrower acquires (or causes a Subsidiary of Borrower to acquire) a replacement corporate headquarters within six (6) months of the date of a sale of the Corporate Headquarters to an unaffiliated third party (whether before or after such sale), then an amount equal to the lesser of (i) the acquisition costs paid for such replacement corporate headquarters or (ii) the proceeds realized from the sale of the Corporate Headquarters, shall be excluded in calculating Capital Expenditures for any period that includes the date of such acquisition.

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Ceiling Rate" means, on any day, the maximum nonusurious rate of interest permitted for that day by whichever of applicable federal or Texas (or any jurisdiction whose usury laws are deemed to apply to the Notes or any other Loan Documents despite the intention and desire of the parties to apply the usury laws of the State of Texas) laws permits the higher interest rate, stated as a rate per annum. On each day, if any, that the Texas Finance Code establishes the Ceiling Rate, the Ceiling Rate shall be the "weekly ceiling" (as defined in the Texas Finance Code) for that day. Administrative Agent may from time to time, as to current and future balances, implement any other ceiling under the Texas Finance Code by notice to the Borrower, if and to the extent permitted by the Texas Finance Code. Without notice to the Borrower or any other Person, the Ceiling Rate shall automatically fluctuate upward and downward as and in the amount by which such maximum nonusurious rate of interest permitted by applicable law fluctuates.

"Change in Control" means (a) any "person" or "group" (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), is or becomes the "beneficial owner" (as that term is used in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable), except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time, directly or indirectly, of more than 35% of the total voting power in the aggregate of all classes of Equity Interests then outstanding of the Borrower normally entitled to vote in elections of directors or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (1) nominated by the board of directors of the Borrower nor (2) appointed by directors so nominated.

"Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender's or the Issuing Bank's holding company, if any) with any binding request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

"Class", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" means any and all "Collateral", as defined in any applicable Security Document.

"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated concurrently herewith executed by and among Borrower, Administrative Agent, Guggenheim Corporate Funding, LLC, as administrative agent in respect of the Second Lien Term Loan Facility, and JPMorgan Chase Bank, as Collateral Agent, as it may be amended, modified, restated, supplemented and in effect from time to time.

"Contribution Agreement" means that certain Contribution Agreement dated concurrently herewith by and among Borrower and the current Subsidiaries of Borrower, as the same may be amended, modified, supplemented and restated--and joined in pursuant to a joinder agreement--from time to time.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

"Convertible Subordinated Debt Facility" means the Subordinated Debt evidenced by those two certain Amended and Restated Convertible Subordinated Promissory Notes, each dated June 7, 2004 and in the original principal amount of $5,000,000, executed by the Borrower payable to the order of Harris J. Pappas and Christopher J. Pappas, respectively, and all renewals, extensions, modifications and replacements thereof and substitutions therefor.

"Corporate Headquarters" means the property owned by a Subsidiary of the Borrower located at 2211 Loop 410 Northeast, San Antonio, TX 78217.

"Current Assets" means, as at any date of determination, the total assets of Borrower and its Subsidiaries on a consolidated basis which may properly be classified as current assets in conformity with GAAP excluding cash and cash equivalents.

"Current Liabilities" means, as at any date of determination, the total liabilities of Borrower and its Subsidiaries on a consolidated basis which may properly be classified as current liabilities in conformity with GAAP.

"Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

"Deposit Concentration Account" means any account into which cash from Local Accounts are deposited, and "Deposit Concentration Accounts" shall mean all such accounts collectively.

"dollars" or "$" refers to lawful money of the United States of America.

"EBITDA" means, without duplication, for any period, the consolidated income (loss) from operations of the Borrower, consistent with the Borrower's Forms 10-K and 10-Q, before depreciation, amortization, other non-cash expenses, interest expense, taxes, non-cash income and extraordinary gains or losses and other non-recurring items of income or expense as approved by the Administrative Agent; provided that, if the Borrower or any of its Subsidiaries acquires the Equity Interests or assets of any Person during such period under circumstances permitted under Section 6.16 hereof and satisfies the provisions of Section 6.16(h) hereof, EBITDA shall be adjusted to give pro forma effect to such acquisition assuming that such transaction had occurred on the first day of such period.

"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any other Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Equity Interests" means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, or any warrants, options or other rights to acquire such interests.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower or any other Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any other Loan Party or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any other Loan Party or any of their ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any other Loan Party or any of their ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any other Loan Party or any of their ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any other Loan Party or any of their ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

"Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Event of Default" has the meaning assigned to such term in Article VII.

"Excess Cash Flow" means, for any period, an amount (if positive) equal to (i) the sum, without duplication, of the amounts for such period of (a) EBITDA and (b) the Working Capital Adjustment minus (ii) the sum, without duplication, of the amounts for such period of (a) permanent reductions in the Revolving Commitments, (b) voluntary, mandatory and scheduled repayments of Indebtedness (excluding repayments of Revolving Loans and excluding prepayments of the Second Lien Term Loan Facility permitted under Section 2.09 hereof), (c) Capital Expenditures, (d) Interest Expense (excluding the non-cash portion of Interest Expense representing the amortization of transaction expenses), (e) provisions for current taxes based upon or determined by reference to income of Borrower and its Subsidiaries and payable in cash with respect to such period, and (f) to the extent not included in Capital Expenditures, payments made in connection with acquisitions permitted under Section 6.16 hereof.

"Excluded Property" means the real property described on Schedule 1.01A hereto; provided, however, that to the extent that any of the real property described on Schedule 1.01A hereto shall not have been sold on or before August 3, 2004, then, unless the Required Lenders shall otherwise agree in writing, such unsold real property shall (a) cease to constitute "Excluded Property" and shall be treated as Additional Collateral acquired on such date and (b) except for Store Number 25 in Corpus Christi, Texas, shall constitute "Scheduled Property" as of such date (and Schedule 2.09 hereto shall automatically be amended to reflect the addition of such real property).

"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.17(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attribut able to such Foreign Lender's failure to comply with Section 2.15(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a).

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

"Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

"Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

"GAAP" means generally accepted accounting principles in the United States of America.

"Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

"Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d ) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

"Guarantors" means each of the present or future Subsidiaries of Borrower.

"Guaranty" means that certain Guaranty dated concurrently herewith executed by Guarantors in favor of the Administrative Agent and any and all other guaranties now or hereafter executed in favor of the Administrative Agent relating to the Obligations hereunder and the other Loan Documents, as any of them may from time to time be amended, modified, restated or supplemented.

"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current Accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, (i) contingent obligations in respect of surety bonds in an aggregate amount equal to or less than $2,000,000 shall not constitute "Indebtedness" for purposes of this Agreement and (ii) contingent obligations in respect of standby letters of credit shall not constitute "Indebtedness" to the extent such obligat ions are fully cash collateralized.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Interest Coverage Ratio" means, as of the last day of any fiscal quarter of the Borrower, the ratio of (a) EBITDA for the four fiscal quarters ending on such date to (b) Interest Expense for such four fiscal quarter period, determined in each case on a consolidated basis for Borrower and its Subsidiaries. Prior to June 7, 2005, Interest Expense for purposes of this definition shall be calculated on annualized basis using information available from and after the Effective Date.

"Interest Election Request" means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.06.

"Interest Expense" means, for any period, interest expense of the Borrower and its Subsidiaries, on a consolidated basis, during such period, determined in accordance with GAAP, minus, to the extent included in the foregoing, (a) any amounts representing amortization of the intrinsic net value of the conversion feature of the Convertible Subordinated Debt Facility, and (b) the unamortized portion of the intrinsic net value of the conversion feature of the Original Convertible Subordinated Debt Facility; provided, that if the Borrower or any of its Subsidiaries acquires the Equity Interests or assets of any Person during such period under circumstances permitted under Section 6.16 hereof and satisfies the provisions of Section 6.16(h) hereof, Interest Expense shall be adjusted to give pro forma effect to such acquisition assuming that such transaction had occurred on the first day of such period.

"Interest Payment Date" means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

"Interest Period" means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, or, if all of the Lenders shall have consented in writing, nine or twelve months thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purp oses hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

"Inventory" shall have the meaning assigned to it in the Uniform Commercial Code enacted in the State of Texas in force on the Effective Date.

"Issuing Bank" means JPMorgan Chase Bank, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.04(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term "Issuing Bank" shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Without limiting the foregoing, as to any particular Letter of Credit, the Borrower and any Lender may agree that such Lender (or an Affiliate of such Lender) shall be the "Issuing Bank" and in such event, such Lender shall be entitled to all of the rights, benefits and privileges of the Issuing Bank under this Agreement and the other Loan Documents (provided that the address of such Issuing Bank shall, in lieu of the address set forth in Section 9.1(iii) hereof, be such address as the Borrower and such Issuing Bank may agree in writing ). If any Letter of Credit is issued by any Person other than JPMorgan Chase Bank or its Affiliates, written notice thereof shall be given to the Administrative Agent designating the applicable Issuing Bank and providing applicable administrative information.

"Keyman Life Insurance Policies" shall have the meaning ascribed to such term in Section 5.07(b) hereof.

"LC Disbursement" means a payment made by the Issuing Bank pursuant to a Letter of Credit.

"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

"Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term "Lenders" includes the Swingline Lender.

"Letter of Credit" means any letter of credit issued pursuant to this Agreement.

"LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

"Loan Documents" means, collectively, this Agreement, the Notes, the Guaranty, the Collateral Agency Agreement, the Security Documents, the Notice of Entire Agreement, the Contribution Agreement, the Subordination Agreements, all instruments, certificates and agreements now or hereafter executed or delivered to the Administrative Agent or any Lender pursuant to any of the foregoing or in connection with the obligations under this Agreement and the other Loan Documents, and all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.

"Loan Parties" means the Borrower and each of its Subsidiaries and shall also include each Guarantor.

"Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement.

"Local Account" means an account into which cash from restaurants of the Borrower and its Subsidiaries is initially deposited, and "Local Accounts" shall mean all such accounts collectively.

"Management Employment Contracts" means employment contracts entered into by and between Borrower and Christopher J. Pappas and Harris J. Pappas, respectively, as the same may be amended, modified, restated, supplemented and in effect from time to time.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under any Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document.

"Material Indebtedness" means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and any other Loan Party in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Swap Agreement were terminated at such time.

"Moody's" means Moody's Investors Service, Inc.

"Mortgage" means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations. Each Mortgage shall be satisfactory in form and substance to the Administrative Agent.

"Mortgaged Property" means, initially, each parcel of real property (other than the Excluded Property and No-Lien Leaseholds) and the improvements thereto owned by Borrower and its Subsidiaries, and includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.12.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"Net Proceeds" means, with respect to any event (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by the Borrower or any of its Subsidiaries to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by the Borrower and its Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrower and its Subsidiaries, and the amount of any reserves established by the Borrower and its Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by the chief financial officer of the Borrower).

"Net Total Leverage Ratio" means, as of any day, the ratio of (a) Indebtedness as of such date minus Indebtedness evidenced by the Convertible Subordinated Debt Facility minus Unrestricted Cash to (b) EBITDA for the four fiscal quarters most recently ended, determined in each case on a consolidated basis for Borrower and its Subsidiaries.

"No-Lien Leaseholds" means (i) the leasehold estate and interest in respect of any real property located within a mall and (ii) the leasehold estates and interests in respect of the sites described on Schedule 1.01B hereto.

"Notes" shall have the meaning assigned to such term in Section 2.02(a) hereof.

"Notice of Entire Agreement" means a notice of entire agreement executed by Borrower each other Loan Party and the Administrative Agent, as the same may from time to time be amended, modified, supplemented or restated.

"Obligations" means, as at any date of determination thereof, the sum of the following: (i) the aggregate principal amount of Loans outstanding hereunder, plus (ii) the aggregate amount of the LC Exposure, plus (iii) all other liabilities, obligations and indebtedness under any Loan Document of Borrower or any other Loan Party, including, but not limited to, amounts accruing subsequent to the filing of any bankruptcy receivership, insolvency or like petition, whether or not allowed in connection with such bankruptcy, receivership, insolvency or like proceeding.

"Original Convertible Subordinated Debt Facility" means $10,000,000 of convertible subordinated debt issued by the Borrower to Christopher J. Pappas and Harris J. Pappas in June, 2001, which subordinated debt is being refinanced on the date hereof by the Convertible Subordinated Debt Facility.

"Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

"Participant" has the meaning set forth in Section 9.04.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Permitted Annual Capital Expenditures" means (i) $11,000,000 at all times that the Total Leverage Ratio is equal to or greater than 3.00 to 1.00 and (ii) $13,750,000 at all times that the Total Leverage Ratio is less than 3.00 to 1.00.

"Permitted Encumbrances" means:

(a) Liens imposed by law for taxes, assessments, or other governmental charges or levies that are not yet due or are being contested in compliance with Section 5.05;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.05;

(c) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower or any of its Subsidiaries;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) rights of set-off of banks or lenders in the ordinary course of banking arrangements; and

(g) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or other Loan Party;

provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness.

"Permitted Equity Issuances" means, collectively, (a) the issuance by the Borrower of Equity Interests in the Borrower to employees of the Borrower or any of its Subsidiaries pursuant to any employee stock option plan, (b) the issuance by the Borrower of Equity Interests in the Borrower to any director of the Borrower pursuant to any non-employee stock option plan, (c) the issuance by the Borrower of Equity Interests in the Borrower to Christopher J. Pappas and Harris J. Pappas pursuant to those two certain Stock Options, each dated as of March 9, 2001, executed by the Borrower in favor of Christopher J. Pappas and Harris J. Pappas, respectively, and (d) the conversion of the Convertible Subordinated Debt Facility to Equity Interests in the Borrower.

"Permitted Investments" means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's;

(c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any Lender or any other commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

"Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or other Loan Party or any of their ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Prepayment Event" means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Borrower or any of its Subsidiaries, other than dispositions described in clauses (a), (b), (e) and (f) of Section 6.05; or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any of its Subsidiaries, but only to the extent that the Net Proceeds therefrom have not been applied to (i) repair, restore or replace such property or asset within 365 days after such event or (ii) to reimburse the Borrower or any of its Subsidiaries for amounts incurred by the Borrower or any such Subsidiary in connection with such repair, restoration or replacement of such property or asset; or

(c) the issuance by the Borrower of any Equity Interests (other than the Permitted Equity Issuances), or the receipt by the Borrower of any capital contribution (other than in connection with the Permitted Equity Issuances).

"Prime Rate" means, on any day, the prime rate of JPMorgan Chase Bank in effect for that day at the principal offices of JPMorgan Chase Bank in Houston, Texas. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate or a favored rate, and Administrative Agent and each Lender disclaims any statement, representation or warranty to the contrary. Administrative Agent, any Lender or JPMorgan Chase Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

"Real Estate Report" means a report prepared by the Borrower detailing each of the Scheduled Properties and in the form of Exhibit D hereto.

"Register" has the meaning set forth in Section 9.04.

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

"Required Lenders" means Lenders having Revolving Exposures and unused Revolving Commitments representing at least 66-2/3% of the sum of the total Revolving Exposures and unused Revolving Commitments at such time.

"Restricted Payment" means (i) any payment or prepayment of any Subordinated Debt and (ii) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or other Loan Party, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or other Loan Party or any option, warrant or other right to acquire any such Equity Interests in the Borrower or other Loan Party. The term "Restricted Payments" as used herein shall include management fees paid to any Person owning any Equity Interests in and to Borrower or any other Loan Party.

"Revolving Availability Period" means the period from and including the Effective Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

"Revolving Commitment" means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders' Revolving Commitments is $50,000,000.

"Revolving Exposure" means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender's Revolving Loans and its LC Exposure and Swingline Exposure at such time.

"Revolving Lender" means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

"Revolving Loan" means a Loan made pursuant to Section 2.01.

"Revolving Maturity Date" means June 4, 2007.

"S&P" means Standard & Poor's Ratings Group.

"Scheduled Properties" means the properties described on Schedule 2.09 hereto, as the same may from time to time be amended pursuant to the provisions of this Agreement and the Collateral Agency Agreement.

"Second Lien Term Loan Facility" means the Subordinated Debt evidenced by the "Term Notes" under that certain Term Loan Agreement dated June 7, 2004 executed by and among the Borrower, Guggenheim Corporate Funding, LLC, and certain lenders therein described, and all renewals, extensions, modifications and replacements thereof and substitutions therefor.

"Security Agreements" means, collectively, (i) the Security Agreements dated as of the Effective Date executed by Borrower and each of its Subsidiaries, respectively, securing, among other obligations, the Obligations and (ii) any and all security agreements hereafter securing all or any part of the Obligations, as any of them may from time to time be amended, modified, restated or supplemented.

"Security Documents" means, collectively, the Mortgages, the Security Agreements and any and all other agreements, instruments and financing statements now or hereafter executed and delivered as security for, among other obligations, the Obligations, as any of them may from time to time be amended, modified, restated or supplemented.

"Semi-Annual Period" means the first and second fiscal quarters of any fiscal year of the Borrower and the third and fourth fiscal quarters of any fiscal year of the Borrower.

"Senior Leverage Ratio" means, as of any day, the ratio of (a) Indebtedness as of such date minus Subordinated Debt to (b) EBITDA for the four fiscal quarters most recently ended, determined in each case on a consolidated basis for Borrower and its Subsidiaries.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve per centage.

"Subordination Agreements" means (i) that certain Subordination and Intercreditor Agreement dated concurrently herewith executed by the holders of the Indebtedness under the Convertible Subordinated Debt Facility in favor of the Administrative Agent and the administrative agent in respect of the Second Lien Term Loan Facility, (ii) the Term Loan Intercreditor Agreement, (iii) any other subordination agreements now or hereafter executed in favor the Administrative Agent with respect to any of the Subordinated Debt, and (iv) all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing

"Subordinated Debt" means all Indebtedness of a Person which has been subordinated on terms and conditions satisfactory to the Required Lenders, in their sole discretion, to all of the Obligations, whether now existing or hereafter incurred. Indebtedness shall not be considered as "Subordinated Debt" unless and until the Administrative Agent shall have received copies of the documentation evidencing or relating to such Indebtedness together with a subordination agreement, in form and substance satisfactory to the Required Lenders, duly executed by the holder or holders of such Indebtedness and evidencing the terms and conditions of the required subordination. The term "Subordinated Debt" shall include all liabilities and obligations under the Convertible Subordinated Debt Facility and under the Second Lien Term Loan Facility.

"Subordinated Debt Documents" means any indenture or note under which any Subordinated Debt is issued and all other instruments, agreements and other documents evidencing or governing any Subordinated Debt or providing for any Guarantee or other right in respect thereof.

"Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a Swap Agreement.

"Swingline Exposure" means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time. The initial maximum amount of Swingline Exposure is $5,000,000.

"Swingline Lender" means JPMorgan Chase Bank, in its capacity as lender of Swingline Loans hereunder.

"Swingline Loan" means a Loan made pursuant to Section 2.18.

"Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

"Term Loan Intercreditor Agreement" means that certain Intercreditor Agreement dated concurrently herewith executed by the holders of the Indebtedness under the Second Lien Term Loan Facility in favor of the Administrative Agent.

"Total Leverage Ratio" means, as of any day, the ratio of (a) Indebtedness as of such date to (b) EBITDA for the four fiscal quarters most recently ended, determined in each case on a consolidated basis for Borrower and its Subsidiaries.

"Transactions" means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder and (b) the execution, delivery and performance by each Loan Party of each other document and instrument required to satisfy the conditions precedent to the initial Loan hereunder, including without limitation all applicable Subordinated Debt Documents and all documents and instruments relating to any required equity contribution.

"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

"Unrestricted Cash" means all cash and cash equivalents of the Borrower and the Guarantors that is not subject to a Lien or any restriction on the control, use or disposition thereof.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

"Working Capital" means, as at any date of determination, the amount (which may be a negative number) obtained by subtracting Current Liabilities from Current Assets.

"Working Capital Adjustment" means, for any Semi-Annual Period, the amount (which may be a negative number) obtained by subtracting (i) Working Capital as of the end of such Semi-Annual Period from (ii) Working Capital as of the beginning of such Semi-Annual Period.

Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning an d effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets a nd properties, including cash, securities, Accounts and contract rights.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

The Credits

Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Borrower, Administrative Agent and the Lenders agree pursuant to Chapter 346 ("Chapter 346") of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the Notes or any Revolving Loan and that neither the Notes nor any Revolving Loan shall be governed by Chapter 346 or subject to its provisions in any manner whatsoever.

Loans and Borrowings.

Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Revolving Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. The Loans made by each Lender shall be evidenced by a single Note of Borrower (each, together with all renewals, extensions, modifications and replacements thereof and substitutions therefor, a "Note," collectively, the "Notes") in substantially the forms of Exhibit C-1 (Revolving Loans) and Exhibit C-2 (Swingline Loans) respectively, payable to the order of such Lender in a principal amount equal to the applicable Revolving Commitment of such Lender with respect to Revolving Loans, and in the principal amount of $5,000,000 with respect to Swingline Loans and otherwise duly completed. Each Lender is hereby authorized by Borrower to endorse on the schedule (or a continuation thereof) that may be attached to each Note of such Lender, to the extent applicable, the date, amount, type of and the applicable period of interest for each Loan made by such Lender to Borrower hereunder, and the amount of each payment or prepayment of principal of such Loan received by such Lender, provided, that any failure by such Lender to make any such endorsement shall not affect the obligations of Borrower under such Note or hereunder in respect of such Loan.

Subject to Section 2.12, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount of $200,000 or an integral multiple of $100,000 in excess thereof. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $200,000 or an integral multiple of $100,000 in excess thereof; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding.

Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date.

Requests for Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Houston, Texas time, three Business Days before the date of the proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 11:00 a.m., Houston, Texas time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be given not later than 10:00 a.m., Houston, Texas time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

whether the requested Borrowing is to be a Revolving Borrowing;

the aggregate amount of such Borrowing;

the date of such Borrowing, which shall be a Business Day;

whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and

the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

Letters of Credit.

General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (at least five Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be nec essary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $10,000,000 and (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments.

Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date.

Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges a nd agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., Houston, Texas time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Houston, Texas time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:00 p.m., Houston, Texas time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Houston, Texas time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrow ing set forth herein, request in accordance with this Agreement that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative A gent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Obligations Absolute. The Borrower's obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal o r equitable discharge of, or provide a right of setoff against, the Borrower's obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.11(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, th e replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 66-2/3% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clauses (h) or (i ) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.09(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 66-2/3% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.09(b) and no Default shall have occurred and be continuing.

Funding of Borrowings.

Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Houston, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.18. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Houston, Texas and designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be remitted by the Administrative Agent to the Issuing Bank.

Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a r ate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing.

Interest Elections.

Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

Each telephonic and written Interest Election Request shall specify the following information:

the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.

Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Termination and Reduction of Revolving Commitments.

Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date.

The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitment; provided that (i) each reduction of the Revolving Commitments shall be in an amount equal to $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.09, the sum of the Revolving Exposures would exceed the total Revolving Commitments.

The Revolving Commitments shall be permanently reduced by fifty percent (50%) of the amount of any Net Proceeds received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event described in clause (c) of the definition of "Prepayment Event" and the full amount of any Net Proceeds received by or on behalf of the Borrower or any of its Subsidiaries in respect of any other Prepayment Event.

The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revo lving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Repayment of Loans; Evidence of Debt.

The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the date such Swingline Loan is required to be repaid pursuant to Section 2.18; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

The entries made in the accounts maintained pursuant to paragraphs (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

Prepayment of Loans.

The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.

In the event and on such occasion that the sum of the Revolving Exposures exceeds the total Revolving Commitments, the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount equal to such excess.

In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, within three Business Days after such Net Proceeds are received, prepay Revolving Loan Borrowings in an aggregate amount equal to (i) 100% of such Net Proceeds in the case of a Prepayment Event of the type described in clauses (a) or (b) of the definition of such term, and (ii) 50% of such Net Proceeds in the case of a Prepayment Event of the type described in clause (c) of the definition of such term; provided that, in the case of any Net Proceeds attributable to any casualty or condemnation Prepayment Event, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to promptly and diligently apply such Net Proceeds to pay or reimburse the cost of repairing or restoring or replacing the assets in respect of which such Net Proceeds w ere received) and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied within 365 days after the applicable Prepayment Event, at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied. To the extent such prepayment would result in the payment of breakage costs hereunder, such prepayment shall be deferred until the last day of the applicable Interest Period or such breakage costs shall be waived, at the election of the Required Lenders. Notwithstanding the foregoing, so long as such payments are not prohibited by the terms and provisions of the Term Loan Intercreditor Agreement, Borrower may use Net Proceeds attributable to any Prepayment Event with respect to t he Scheduled Properties or the Excluded Properties (other than Store Number 25 in Corpus Christi, Texas) to make a prepayment on the Second Lien Term Loan Facility. In the event the Borrower receives Net Proceeds attributable to any casualty or condemnation Prepayment Event (not immediately reinvested in accordance with this Section 2.09(c)) in excess of $2,000,000 in the aggregate in any fiscal year, the Borrower shall deposit such excess Net Proceeds in a deposit account maintained with the Administrative Agent which has been collaterally assigned to the Administrative Agent, pursuant to documentation acceptable to the Administrative Agent, as security for the Indebtedness under the Notes, with disbursements from such account to be made to reimburse Borrower or its applicable Subsidiary for repair, restoration or replacement costs (or to make a payment on the Second Lien Term Loan Facility) in accordance with such procedures as Administrative Agent may from time to time reasonably specify.

Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to this Section.

The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., Houston, Texas time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Houston, Texas time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Houston, Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditio nal notice of termination of the Revolving Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment.

Fees.

The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing such commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingl ine Exposure of such Lender shall be disregarded for such purpose, except in respect of the Swingline Lender, whose Revolving Commitment shall be reduced by the Swingline Exposure for purposes of calculating fees due under this Section 2.10(a)).

The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate aplicable to Eurodollar Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure (provided, however, that in no event shall such participation fees for any single Letter of Credit be less than $500) and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 1/8% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with respect to the amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Interest.

The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the lesser of (i) the Alternate Base Rate plus the Applicable Rate or (ii) the Ceiling Rate.

The Loans comprising each Eurodollar Borrowing shall bear interest at the lesser of (i) the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate or (ii) the Ceiling Rate.

Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the lesser of (i) the Ceiling Rate or (ii) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Increased Costs.

If any Change in Law shall:

impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.

A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraphs (a) or (b) of this Section shall be delivered to the Borrower, demonstrating in reasonable detail the calculation of the amounts, and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive and if such Lender or the Issuing Bank, as the case may be, notifies the Borrower of such Change of Law within 90 days after the adoption, enactment or similar act with respect to such Change of Law, then the 90- day period referred to above shall be extended to include the period from the effective date of such Change of Law to the date of such notice.

Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) th e amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, demonstrating in reasonable detail the calculation of the amounts, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Taxes.

Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, demonstratin g in reasonable detail the calculation of the amounts, shall be conclusive absent manifest error.

As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.13, 2.14 or 2.15, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., Houston, Texas time), on the date when due, in immediately available funds, without set-off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 712 Main Street, Houston, Harris County, Texas 77002, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provid ed herein and except that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any other Loan Party or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Lender agrees that it will not exercise any right of set-off or counterclaim or otherwise obtain payment in respect of any Obligation owed to it other than principal of and interest accruing on the Loans and participations in the LC Disbursements and Swingline Loans, unless all o f the outstanding principal of and accrued interest on the Loans and LC Disbursements have been paid in full. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. If the Borrower has not in fact made such payment when due, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

If any Lender shall fail to make any payment required to be made by it pursuant to this Agreement, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations hereunder until all such unsatisfied obligations are fully paid.

Mitigation Obligations; Replacement of Lenders.

If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i)such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued f ees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Swingline Loans.

Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan and provided further that the Swingline Lender shall not, without the consent of the Required Lenders, make any Swingline Loan if any Event of Default exists of which the Swingline Lender has actual knowledge. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan must be repaid in full within thirty (30) days.

To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, Houston, Texas time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(e), by remittance to the Issuing Bank) by 3:00 p.m., Houston, Texas time, on the request ed date of such Swingline Loan.

The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, Houston, Texas time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. The Administrative Agent will give notice thereof to each Revolving Lender by 1:00 p.m., Houston, Texas time on such Business Day, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional, subject to Swingline Lender's compliance with the provisions of Section 2.18(a) hereof, and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower in writ ing of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted by the Administrative Agent to the Swingline Lender and to the Revolving Lenders that shall have made their payments pursuant to this paragraph, as their interests may appear, such remittance to be made on the day of receipt if such payment is received by 2:00 p.m., Houston, Texas time and prior to 10:00 a.m. of the following Business Day if such payment is received after 2:00 p.m., Houston, Texas time. The purchase of participations in a Swin gline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Defaulting Lender.

Notwithstanding anything to the contrary contained herein, in the event any Lender (x) has refused (which refusal constitutes a breach by such Lender of its obligations under this Agreement) to make available its portion of any Loan or (y) notifies either the Administrative Agent or the Borrower that such Lender does not intend to make available its portion of any Loan (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, a "Lender Default"), all rights and obligations hereunder of such Lender (a "Defaulting Lender") as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section while such Lender Default remains in effect.

Advances shall be incurred pro rata from Lenders which are not Defaulting Lenders (the "Non-Defaulting Lenders") based on their respective Revolving Commitments) and no Revolving Commitment of any Lender or any pro rata share of any Loans required to be advanced by any Lender shall be increased as a result of such Lender Default. Amounts received in respect of principal of any type of Loans shall be applied to reduce the applicable Loans of each Lender pro rata based on the aggregate of the outstanding Loans of that type of all Lenders at the time of such application; provided, that, such amount shall not be applied to any Loans of a Defaulting Lender at any time when, and to the extent that, the aggregate amount of Loans of any Non-Defaulting Lender exceeds such Non-Defaulting Lender's Revolving Commitment of all Loans then outstanding.

A Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of "Required Lenders," a Defaulting Lender shall be deemed not to be a Lender and not to have Loans outstanding.

Other than as expressly set forth in this Section, the rights and obligations of a Defaulting Lender (including the obligation to indemnify the Administrative Agent) and the other parties hereto shall remain unchanged. Nothing in this Section shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the other Loan Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which the Borrower, the Administrative Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

In the event a Defaulting Lender retroactively cures to the satisfaction of the Administrative Agent the breach which caused a Lender to become a Defaulting Lender, such Defaulting Lender shall no longer be a Defaulting Lender and shall be treated as a Lender under this Agreement and the other Loan Documents.

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

Organization; Powers. Each of the Borrower and the other applicable Loan Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, is qua lified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party's powers and have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, wh en executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan Party (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not viol ate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other applicable Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any other Loan Party, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Loan Party, except Liens created under the Loan Documents.

Financial Condition. The Borrower has heretofore furnished to the Lenders Borrower's consolidated balance sheet and statements of income, stockholders equity and cash flows (1) as of and for the fiscal year ended August 27, 2003 and (2) as of and for the fiscal quarter and the portion of the fiscal year ended February 11, 2004, certified by its chief financial officer. Such financial statements present fairly, in all material r espects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (2) above. Since August 27, 2003, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole. After giving effect to the Transactions, none of the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities or unrealized losses except as evidenced by the Loan Documents.

Properties.

The Borrower and each other Loan Party has good title to, or valid leasehold interests in, all its real and personal property material to its business (including the Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

The Borrower and each other Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and each other Loan Party does not infringe upon the rights of any other Person, except for any such infringements that could not reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters.

There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any other Loan Party (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or (ii) that involve any of the Loan Documents or the Transactions.

Except with respect to any other matters that could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any other Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability, (iv) knows of any basis for any Environmental Liability or (v) has failed to properly dispose of all "hazardous" and "toxic" substances. No such substances have been released at any site or facility owned or controlled by the Borrower or any other Loan Party which could result in liability exceeding $1,000,000 in the aggregate.

Compliance with Laws and Agreements. The Borrower and each other Loan Party is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

Investment and Holding Company Status. Neither the Borrower nor any other Loan Party is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

Taxes. The Borrower and each other Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such other Loan Party, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purp oses of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans, in each of such cases so as to cause a Material Adverse Effect.

Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any other Loan Party is subject, the breach or non-compliance of which could reasonably be expected to result in a Material Adverse Effect, and has disclosed to the Lenders all other matters known to any of them, that could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which they were made, not misleading; provided, however, that the Borrower makes no representation or warranty as to the accuracy of any projections.

Subsidiaries. As of the date of this Agreement, the Borrower has no Subsidiaries other than as set forth on Schedule 3.12 hereto. As of the date of this Agreement, the Borrower owns, directly or indirectly, all of the outstanding Equity Interests in and to each Subsidiary listed on Schedule 3.12 hereto and such Equity Interests constitute 100% of the issued and outstanding Equity Interest of each such Subsidiary.

Insurance. As of the Effective Date, all premiums due in respect of all insurance maintained by the Borrower and each other Loan Party have been paid.

Labor Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against the Borrower or any other Loan Party pending or, to the knowledge of the Borrower, threatened. The hours worked by and payments made to employees of the Borrower and the other Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters, except where any such violation could not reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any other Loan Party, or for which any claim may be made against the Borrower or any other Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Borrower or such other Loan Party. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any other Loan Party is bound.

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Material Property Subject to Security Documents. The Collateral constitutes all of the real and material personal property owned by Borrower or any of its Subsidiaries (other than the Excluded Property and No-Lien Leaseholds).

Conditions

Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

The Administrative Agent (or its counsel) shall have received from each party hereto either (i) counterparts of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed counterparts of this Agreement.

The Administrative Agent (or its counsel) shall have received from Borrower an original of each Note signed on behalf of Borrower.

The Administrative Agent (or its counsel) shall have received from Borrower and from each other party to the Loan Documents (other than the Notes) either (i) counterparts of each applicable Loan Document signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the applicable Loan Document) that such party has signed counterparts of such Loan Document.

The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request.

The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

The Administrative Agent shall have received a certificate, dated the Effective Date and signed by an appropriate officer or other responsible party acceptable to Administrative Agent on behalf of Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

The Administrative Agent shall have received each of the following:

stock certificates representing all the outstanding shares of capital stock of each applicable Subsidiary of Borrower as of the Effective Date that is a corporation having certificated shares and stock powers, endorsed in blank, with respect to such stock certificates;

all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Documents;

to the extent required by Administrative Agent, agreements whereby (x) each warehouseman, bailee, agent or processor having possession of any Inventory of Borrower or any of its Subsidiaries has subordinated any Lien such warehouseman, bailee, agent or processor may claim therein and agreed to hold all such Inventory for the Administrative Agent's account subject to the Administrative Agent's instruction and (y) each landlord in respect of any space leased by the Borrower or any of its Subsidiaries has subordinated any Lien such landlord may claim in any property of the Borrower or any of its Subsidiaries;

the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in such jurisdictions as the Administrative Agent may require and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and

evidence reasonably satisfactory to the Administrative Agent that none of the Mortgaged Property lies in an area requiring special notices of flood hazard issues or the purchase of flood hazard insurance and, to the extent reasonably required by Administrative Agent with respect to Mortgaged Property, a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and such surveys, abstracts and appraisals as may be required pursuant to such Mortgages or as the Administrative Agent may reasonably request. To the extent the Administrative Agent does not require any of the foregoing items as a condition to the initial advance hereunder, the Administrative Agent s hall have the right at any time thereafter to request such items upon forty-five (45) days written notice to the Borrower and the failure to deliver such items within such time period shall constitute an Event of Default hereunder.

The Administrative Agent and the Lenders shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

The Administrative Agent and the Lenders shall have received, and shall be satisfied with the results of, an environmental report prepared by a consultant acceptable to the Administrative Agent with respect to any Environmental Liabilities that may be attributable to such properties or operations as have been specified by the Administrative Agent for review.

The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Borrower and each other Loan Party shall have been released from all liabilities and obligations in respect of Indebtedness (other than the Obligations and other than liabilities and obligations expressly permitted under Section 6.01 hereof) and that all Liens securing such liabilities and obligations shall have been released.

The Administrative Agent and the Lenders shall have received the Subordinated Debt Documents relating to the Convertible Subordinated Debt Facility and the Second Lien Term Loan Facility, together with evidence satisfactory to the Administrative Agent that each of the Convertible Subordinated Debt Facility and the Second Lien Term Loan Facility has been fully funded and is in full force and effect and that no default or event of default exists thereunder (both before and after giving effect to the initial advance under this Agreement).

The Administrative Agent and the Lenders shall have received true, correct and complete copies of the Management Employment Contracts.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Wherever applicable, items delivered to JPMorgan Chase Bank, in its capacity as Administrative Agent, pursuant to the provisions of this Section shall be held by JPMorgan Chase Bank, in its capacity as Collateral Agent under the Collateral Agency Agreement.

Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a Borrowing which is merely a conversion or continuation of existing Loans), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.

At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing and there shall have occurred no event which would be reasonably likely to have a Material Adverse Effect.

Each Borrowing (other than a Borrowing which is merely a conversion or continuation of existing Loans) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

Affirmative Covenants

Until the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, shareholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

within 45 days after the end of each fiscal quarter (including the last fiscal quarter) of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, shareholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

within 30 days after the end of each fiscal month of the Borrower, its consolidated balance sheet and related statements of operations, as at the end of and for such fiscal month and the then elapsed portion of the fiscal year setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; each fiscal month of the Borrower shall be one of 13 4-week periods in a fiscal year;

concurrently with any delivery of financial statements under clauses (a), (b) or (c) above, a certificate of a Financial Officer of the Borrower, in the form of Exhibit B hereto, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.13 and 6.13 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

within forty-five (45) days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget and including detailed break-outs for each fiscal month) and, promptly when available, any significant revisions of such budget;

concurrently with any delivery of financial statements under clauses (a), (b) or (c) above, a management discussion and analysis;

within ten (10) days after the end of each calendar month, a Real Estate Report, current as at the end of such calendar month and such other information regarding the property of the Borrower and its Subsidiaries as Administrative Agent or any Lender may from time to time reasonably require; and

promptly following any board meeting or related board committee meeting, copies of all financial materials distributed at such meetings;

promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any other Loan Party, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

Notices of Material Events. The Borrower will furnish to the Administrative Agent prompt written notice of the following:

the occurrence of any Default;

the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Information Regarding Borrower.

The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party's jurisdiction of organization or corporate name, (ii) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agre es promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower's or any of its Subsidiaries' acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, other than the Mortgaged Property or of any personal property not already covered by the Security Documents (such acquisition or ownership being herein called an "Additional Collateral Event" and the property so acquired or owned being herein called "Additional Collateral"). As soon as practicable and in any event within thirty (30) days after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or its applicable Subsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such oth er documents (including, without limitation, all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Loans being made hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in form and substance satisfactory to Administrative Agent) as may be required by Administrative Agent in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent, cause a title insurance underwriter satisfactory to Administrative Agent to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative Agent, insuring the first-priority Lien of the applicable Mortgage in such amount as is satisfactory to Administrative Agent, and (c) deliver or cause to be delivered by Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as Agent may reasonably request.

Existence; Conduct of Business. The Borrower will, and will cause each other Loan Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any sale, transfer or disposition permitted under Section 6.05.

Payment of Obligations. The Borrower will, and will cause each other Loan Party to, pay its Indebtedness and other obligations, including liabilities for Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such other Loan Par ty has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Maintenance of Properties. The Borrower will, and will cause each other Loan Party to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

Insurance; Keyman Life Insurance Policies.

The Borrower will, and will cause each other Loan Party to, maintain, with financially sound and reputable insurance companies (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents. Unless required by applicable laws, neither the Borrower nor any Loan Party shall be required to maintain worker's compensation insurance so long as the Borrower or such Loan Party maintains non-subscriber employer's liability insurance in such amounts (with no greater risk retention) as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Borrower will furnish to the Lenders, upon request of the Administrative Ag ent or any Lender, information in reasonable detail as to the insurance so maintained. In addition, upon reasonable request by the Administrative Agent (but, so long as no Event of Default has occurred which is continuing, not more frequently than once in any fiscal year), the Borrower will provide to the Administrative Agent a report by an independent insurance consultant reasonably acceptable to the Administrative Agent regarding the compliance by the Borrower and the other Loan Parties with the provisions of this Section.

In the event of the death of either Christopher J. Pappas or Harris J. Pappas, the Borrower shall (i) obtain a life insurance policy (the "Keyman Life Insurance Policy") on the life of the other in the amount of $10,000,000; provided, however, that if the premium for such Keyman Life Insurance Policy is equal to or greater than $60,000, then the Borrower shall be required to obtain such Keyman Life Insurance in the amount of $5,000,000, (ii) ensure that all premiums and other payments required under the Keyman Life Insurance Policy shall be up to date and fully paid and (iii) ensure that the Keyman Life Insurance Policy is collaterally assigned as security for the Obligations and Second Lien Term Loan Facility. The proceeds of such Keyman Life Insurance Policy shall to be applied to the outstanding amount of the Obligations and the Revolving Commitments shall be permanently reduced to the extent of such application.

Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material portion of the Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement.

Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each other Loan Party to, permit any representatives designated by the Administrative A gent or by any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

Compliance with Laws. The Borrower will, and will cause each other Loan Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Use of Proceeds and Letters of Credit. The Letters of Credit and the proceeds of the Loans will be used only for general working capital purposes, which may include refinancing existing Indebtedness. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

Further Assurances.

The Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon reasonable request by the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

The Borrower agrees to use good faith effort to obtain consents, on or before September 30, 2004, from the applicable landlords or lessors under those No-Lien Leaseholds listed on Schedule 1.01B hereto under the heading "Leasehold Sites Requiring Consent to Mortgage" for the execution and delivery of a Mortgage covering such No-Lien Leaseholds. Upon the granting of any such consent by any applicable landlord or lessor, the applicable leasehold estate shall cease to constitute a part of the No-Lien Leasehold and shall be treated as Additional Collateral hereunder. In addition, the Borrower agrees to execute and deliver to the Administrative Agent, promptly after request therefor, a Mortgage covering that No-Lien Leasehold listed on Schedule 1.01B hereto under the heading "Missouri Leasehold Site".

Financial Covenants. The Borrower will have and maintain:

Senior Leverage Ratio - a Senior Leverage Ratio of not greater than 2.50 to 1.00 at all times.

Interest Coverage Ratio - an Interest Coverage Ratio of not less than (i) 2.35 to 1.00 as of the end of each fiscal quarter occurring during fiscal year 2004, (ii) 2.50 to 1.00 as of the end of each fiscal quarter occurring during fiscal year 2005, (iii) 2.75 to 1.00 as of the end of each fiscal quarter occurring during fiscal year 2006, and (iv) 3.00 to 1.00 as of the end of each fiscal quarter occurring thereafter.

Net Total Leverage Ratio - a Net Total Leverage Ratio of not greater than (i) 3.50 to 1.00 as of the end of each fiscal quarter occurring during fiscal year 2004 and the first and second fiscal quarters occurring during the fiscal year 2005, (ii) 3.25 to 1.00 as of the end of the third and fourth fiscal quarters occurring during fiscal year 2005 and the first and second fiscal quarters occurring during the fiscal year 2006, and (iv) 3.00 to 1.00 as of the end of each fiscal quarter occurring thereafter.

Deposit Concentration Accounts. Borrower shall, and shall cause each of its Subsidiaries to, maintain their Deposit Concentration Accounts with a Lender.

Landlord and Mortgagee Agreements. Borrower shall (and shall cause each of its Subsidiaries to) use reasonable efforts to obtain landlord lien waivers and mortgagee non-disturbance agreements with respect to all leasehold estates (other than mall locations) on or before September 30, 2004. Borrower shall not required to pay any fee or charge of any applicable landlord or mortgagee in an effort to obtain any such waiver or non-disturbance agreement.

Negative Covenants

Until the Revolving Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Indebtedness; Certain Equity Securities.

The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Indebtedness, except:

Indebtedness created under the Loan Documents;

Indebtedness of the Borrower owing to any of its Subsidiaries and Indebtedness of any of the Borrower's Subsidiaries owing to the Borrower or any of its other Subsidiaries;

Guarantees by the Borrower or any of Borrower's Subsidiaries of Indebtedness of the Borrower or any of its other Subsidiaries to the extent such Indebtedness is otherwise permitted hereunder; provided, however, that no such guarantees shall be allowed with respect to the Indebtedness referred to in Section 6.01(a)(vi);

Indebtedness existing on the date of this Agreement and described on Schedule 6.01 attached hereto;

"Mark to market" exposure resulting from any Swap Agreement entered into for protection against interest rate risks, and not for speculative purposes;

Subordinated Debt under the Convertible Subordinated Debt Facility and the Second Lien Term Loan Facility;

purchase money Indebtedness and Capital Lease Obligations in an aggregate amount not exceeding, at any one time outstanding, $2,000,000;

other indebtedness in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding; and

extensions, renewals and replacements of any of the foregoing that do not increase the outstanding principal amount thereof.

The Borrower will not, nor will it permit any other Loan Party to, issue any preferred stock or other preferred Equity Interests after the Effective Date, other than preferred stock or preferred Equity Interests issued by a Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower pursuant to any merger permitted by Section 6.03.

Liens. The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts receivable) or rights in respect of any thereof, except:

Liens created under the Loan Documents;

Liens listed on Schedule 6.02 attached hereto;

Liens created pursuant to Capital Lease Obligations or purchase money Indebtedness permitted pursuant to this Agreement; provided that such Liens are only in respect of the property or assets subject to, and secure only, the respective Capital Lease Obligations or purchase money Indebtedness; and

Permitted Encumbrances.

Fundamental Changes.

The Borrower will not, nor will it permit any other Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, other than in connection with acquisitions permitted under Section 6.16 hereof, except that, so long as no Default or Event of Default exists or would occur after giving effect thereto any Subsidiary of the Borrower may merge with or into any other Subsidiary of the Borrower or into the Borrower (except that if the Borrower is a party to any such merger, the Borrower must be the survivor).

The Borrower will not, and will not permit any other Loan Party to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the other Loan Parties on the date of execution of this Agreement and businesses reasonably related thereto.

Investments, Loans, Advances and Guarantees. The Borrower will not, and will not permit any other Loan Party to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary of Borrower prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warran t or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, except:

Permitted Investments;

loans or advances made by the Borrower to any of the Borrower's Subsidiaries and loans or advances made by any of the Borrower's Subsidiaries to the Borrower or any of its other Subsidiaries;

loans or advances by the Borrower or any of its Subsidiaries to their respective employees in the ordinary course of business, not to exceed $500,000 in the aggregate at any one time outstanding;

Accounts receivable owned by the Borrower or any of its Subsidiaries, if created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

Guarantees constituting Indebtedness permitted by Section 6.01;

creation of additional Subsidiaries in compliance with Section 6.12;

trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms;

Capital Expenditures made by the Borrower and its Subsidiaries in connection with their respective businesses to the extent permitted by Section 6.13;

investments under Swap Agreements permitted by Section 6.07;

acquisitions permitted by Section 6.16;

acquisition of loans which are fully guaranteed by the Borrower or any of its Subsidiaries (to the extent such guaranties are permitted under this Agreement);

investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent Accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and

other investments, loans or advances not otherwise permitted by this Section 6.04 not to exceed $2,000,000 in the aggregate at any one time outstanding.

Asset Sales. The Borrower will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to issue any additional Equity Interest in such Subsidiary, except:

sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business;

sales, transfers and dispositions by the Borrower to any of its Subsidiaries or by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower; and

any other sales, transfers and dispositions of any Scheduled Properties or Excluded Properties (other than Store Number 25 in Corpus Christi, Texas) so long as the Net Proceeds attributable thereto are applied as required by Section 2.09 hereof;

any other sales, transfers and dispositions of any properties (other than Scheduled Properties and Excluded Properties (other than Store Number 25 in Corpus Christi, Texas)) so long as the Net Proceeds attributable thereto are applied as required by Section 2.09 hereof; provided, however, that, as a condition precedent to any such sale, transfer or other disposition, Borrower shall deliver to Administrative Agent evidence reasonably acceptable to Administrative Agent that the proceeds of such sale, transfer or other disposition shall be equal to or greater than ninety percent (90%) of the appraised value for the applicable property set forth on Schedule 6.05 hereto;

a sale of the Corporate Headquarters; and

other sales by the Borrower or any of its Subsidiaries which do not exceed $5,000,000 in any applicable fiscal year or $10,000,000 in the aggregate from and after the Effective Date;

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) above) shall be made to unaffiliated third parties for fair value and, except for sellers' notes not exceeding twenty percent (20%) of the sales price and which constitute investments permitted under Section 6.04 hereof, solely for cash consideration.

Sale and Leaseback Transactions. Except as permitted under the provisions of Sections 6.05 and 6.14, the Borrower will not, and will not permit any other Loan Party to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter r ent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

Swap Agreements. The Borrower will not, and will not permit any other Loan Party to, enter into any Swap Agreement except as approved (excluding any pricing terms in connection with any Swap Agreement offered by a Lender) by Administrative Agent (such approval not to be unreasonably withheld).
Restricted Payments. The Borrower will not, nor will it permit any other Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional sh ares of its common stock, (ii) Subsidiaries of Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Permitted Equity Issuances, and (iv) the Borrower may declare and pay Restricted Payments in respect of the Second Lien Term Loan Facility as permitted by the terms of Section 2.09 hereof (to the extent permitted under the terms and provisions of the Term Loan Intercreditor Agreement) and such other payments or prepayments of Subordinated Debt as may be permitted under the terms and provisions of the Term Loan Intercreditor Agreement or any other applicable Subordination Agreement. Without limiting the foregoing, within thirty (30) days after the end of any Semi-Annual Period, beginning with the Semi-Annual Period ending in the second fiscal quarter of the 2005 fiscal year, to the extent permitted under the terms and provisions of the Term Loan Intercreditor Agreement, the Borrower may prepay the Second Lien Term Loan Facility to the extent of Excess Cash Flow for (i) the most recently ended Semi-Annual Period, provided that the Borrower delivers an officer's certificate no less than five (5) Business Days prior to the date of such voluntary prepayment certifying and providing calculations in reasonable detail illustrating the following:

the aggregate of such voluntary prepayments paid by the Borrower, in the aggregate from and after the Effective Date, shall not exceed $5,000,000 until such time as the Total Leverage Ratio is less than 3.00 to 1.00 and the unpaid principal balance of the Second Lien Term Loan Facility (without giving effect to the proposed voluntary prepayment of the Second Lien Term Loan Facility) is less than or equal to $15,000,000;

no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such voluntary prepayment;

the Borrower can demonstrate, on a pro forma basis, after giving effect to such prepayment that the Total Leverage Ratio does not exceed 3.50 to 1.00;

the Borrower demonstrates to the reasonable satisfaction of the Administrative Agent and the Required Lenders that, after giving effect to the applicable voluntary prepayment, the sum of the amounts available for borrowing under this Agreement plus cash and cash equivalents owned by Borrower and its Subsidiaries shall equal or exceed (i) $10,000,000 at all such times as the Total Leverage Ratio is equal to or greater than 3.00 to 1.00 and (ii) $7,000,000 at all such times as the Total Leverage Ratio is less than 3.00 to 1.00.

Transactions with Affiliates. The Borrower will not, nor will it permit any other Loan Party to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business tha t are at prices and on terms and conditions not less favorable to the Borrower or such other Loan Party than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and any Loan Party not involving any other Affiliate, (c) transactions described on Schedule 6.09 attached hereto, and (d) any Restricted Payment permitted by Section 6.08.

Restrictive Agreements. The Borrower will not, nor will it permit any other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of Borrower to pay dividends or other distributions with respect to any shares of its capital stock or membership interests or to make or repay loans or advances to the Borrower or any other Subsidiary of Borrower or to Guarantee Indebtedness of the Borrower or any other Subsidiary of Borrower; provided that the foregoing shall not apply to restrictions and conditions imposed by law , by any Loan Document or by the documents or agreements evidencing the Second Lien Term Loan Facility.

Amendment of Material Documents. The Borrower will not, nor will it permit any other Loan Party to, amend, modify or waive any of its rights under (a) any Subordinated Debt Document except as permitted pursuant to the applicable subordination provisions set forth in such Subordinated Debt Document or as permitted in any relate d intercreditor agreement, or (b) its organizational documents in any manner adverse to the Lenders.

Additional Subsidiaries. The Borrower will not, and will not permit any other Loan Party to, form or acquire any Subsidiary after the Effective Date except that Borrower or any of its Subsidiaries may form, create or acquire a wholly-owned Subsidiary so long as (a) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default; (b) such Subsidiary (and, where applicable, Borrower) shall execute and deliver a Guaranty (or, at the option of Administrative Agent, a joinder to the Guaranty executed concurrently herewith) and such Security Documents as the Administrative Agent may reasonably require to effectuate the provisions of this Agreement regarding Collateral to be covered by the Security Documents, and (c) Administrative Agent is given at least fifteen (15) Business Days' prior notice of such formation, creation or acquisition.

Capital Expenditures. The Borrower will not, and will not permit any other Loan Party to, permit the aggregate amount of all Capital Expenditures for Borrower and the other Loan Parties during any fiscal year of the Borrower to exceed Permitted Annual Capital Expenditures plus, for fiscal years beginning on August 28, 2004 and later, fifty percent (50%) o f any unused availability for Capital Expenditures from the immediately preceding fiscal year (but not from any earlier year). Acquisitions permitted under the terms and provisions of Section 6.16 hereof shall not be treated as Capital Expenditures for purposes of this Section.

Lease Expense. The Borrower will not, and will not permit any other Loan Party to, enter into any lease agreement (other than capital leases giving rise to Capital Lease Obligations) if, after giving effect to such new lease agreement, consolidated annual rental expense of the Borrower and its Subsidiaries attributable to leases (other than capital leases giving rise to Capital Lease Obligations) would exceed $8,000,000.

Scheduled Properties. Borrower may not amend or revise the listing of properties set forth on Schedule 2.09 without the prior written consent of the Administrative Agent and by Guggenheim Corporate Funding, LLC, in its capacity as the Administrative Agent in respect of the Second Lien Term Loan Facility (on behalf of the creditors under the Second Lien Term Loan Facility as provided in the Collateral Agency Agreement); provided, however, that (x) only prior written notice to the Administrative Agent (without any necessity for any consent by the Administrative Agent) shall be required for the transfer of any Excluded Property (other than Store Number 25 in Corpus Christi, Texas) to Schedule 2.09 or for the transfer of the office building currently owned by Borrower to Schedule 2.09 and (y) the Administrative Agent shall not unreasonably withhold its consent to the replacement of one or more of the properti es set forth on Schedule 2.09 with another property owned by Borrower or any of its Subsidiaries (other than the office building currently owned by Borrower) so long as (a) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default; (b) the properties proposed to be removed from Schedule 2.09 shall have a value, as determined by Administrative Agent in its reasonable discretion, greater than or equal to the properties which will be added to Schedule 2.09; and (c) the aggregate value, based on the appraisal valuations for any applicable properties conducted before the date of this Agreement or, if no such appraisal is available, as determined by Administrative Agent in its reasonable discretion, of all properties removed from Schedule 2.09 after the Effective Date shall not exceed $4,500,000.00.

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into any transaction or series of transactions for the purposes of acquiring all or a substantial portion of the assets, property and/or equity interests in and to any Person other than the acquisition by the Borrower or any Loan Party of all (but not less than all) of the equity interests in and to (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), or all or a substantial portion of the assets, property and/or operations of, any Person provided that

the aggregate consideration paid by the Borrower and the other Loan Parties, in the aggregate from and after the Effective Date, in connection with such acquisitions shall not exceed (i) $5,000,000 until such time as the Total Leverage Ratio is less than 3.00 to 1.00 and the unpaid principal balance of the Second Lien Term Loan Facility is less than or equal to $15,000,000 and (ii) $15,000,000 at any time thereafter;

no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such acquisition;

such acquisition is of a Person in the restaurant business (or of assets used the restaurant business);

the Borrower can demonstrate, on a pro forma basis, after giving effect to such acquisition that the Total Leverage Ratio does not exceed 3.50 to 1.00;

no such acquisition may occur until such time as the unpaid principal balance of the Second Lien Term Loan Facility is less than or equal to $20,000,000;

the Borrower demonstrates to the reasonable satisfaction of the Administrative Agent that, after giving effect to the applicable acquisition, the sum of the amounts available for borrowing under this Agreement plus cash and cash equivalents owned by Borrower and its Subsidiaries shall equal or exceed (i) $10,000,000 at all such times as the Total Leverage Ratio is equal to or greater than 3.00 to 1.00 and (ii) $7,000,000 at all such times as the Total Leverage Ratio is less than 3.00 to 1.00;

the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such acquisition; and

if any applicable acquisition provides for consideration in an amount greater than $5,000,000, then the following additional conditions shall apply:

the Borrower shall have delivered (or caused to be delivered) to the Lenders, not less than fifteen (15) Business Days prior to the proposed closing date of the acquisition, a description of the acquisition (including, without limitation, a description of the Person or assets to be acquired, the purchase price, the manner of acquisition, the payment structure and any other terms and conditions reasonably required by the Administrative Agent) and a draft copy of the purchase agreement, merger agreement or similar governing document (including schedules thereto to the extent such schedules are then available and relate to the Borrower's compliance with this Agreement, but excluding exhibits) with respect to the acquisition;

the Borrower shall have delivered (or caused to be delivered) to the Lenders, not less than fifteen (15) Business Days prior to the proposed closing date of the acquisition, the historical financial statements of the Person to be acquired, if applicable, for the most recent two (2) year period and the most recent interim financial statements of the Person to be acquired;

the Borrower shall have delivered (or caused to be delivered) to the Lenders, not less than fifteen (15) Business Days prior to the proposed closing date of the acquisition, a projected income statement, statement of cash flows and balance sheet (including, without limitation, a summary of assumptions and pro forma adjustments made in connection therewith) of the Person to be acquired, if applicable, prepared on a quarterly basis for the ensuing three (3) year period;

concurrently with the closing of the applicable acquisition, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent all documents required pursuant to Section 6.12 hereof; and

the Borrower shall deliver (or caused to be delivered) to the Administrative Agent, promptly after the closing date of the acquisition, (i) the final purchase agreement, merger agreement or similar governing document (including schedules and exhibits thereto) with respect to the acquisition, (ii) copies of all opinions of counsel to the seller and/or the Person to be acquired which are delivered in connection with the acquisition and (iii) evidence of the approval of the acquisition by the board of directors or equivalent governing body (or the shareholders) of the seller and/or or the Person to be acquired.

Events of Default

If any of the following events ("Events of Default") shall occur:

the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document (other than projections) furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02, 5.03(b), 5.07, 5.11, 5.12 or 5.13 or in Article VI;

the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01 and such failure shall continue unremedied for a period of 10 days.

any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clauses (a), (b), (d) or (e) of this Article), and such failure shall continue unremedied for a period of 30 days after the earlier of (i) the Borrower becoming aware of such failure and (ii) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of the Required Lenders);

the Borrower or any other Loan Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable and the same shall continue beyond all applicable grace periods;

any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;

an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any other Loan Party or their debts, or of a substantial part of their assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of their assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

the Borrower or any other Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

one or more judgments for the payment of money in an aggregate amount in excess of $2,000,000 (exclusive of amounts covered by insurance) shall be rendered against the Borrower or any other Loan Party and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any other Loan Party to enforce any such judgment;

an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

any Lien purported to be created under any Security Document shall cease to be a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents, and the same shall not be fully cured within 30 days after notice thereof to the Borrower by the Administrative Agent, or any Lien purported to be created under any Security Document shall be asserted by any Loan Party not to be a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents;

a Change in Control shall occur;

Christopher J. Pappas and Harris J. Pappas shall fail to both be involved in the business of the Borrower (which involvement may be satisfied by such Person either serving as an executive officer active in the day-to-day business of the Borrower or serving on the board of directors of the Borrower, although at least one of the two shall be an executive officer active in the day-to-day business of the Borrower) and replacement individual(s) reasonably acceptable to Administrative Agent, shall not become involved (as described above) within 120 days after the first date upon which Christopher J. Pappas or Harris J. Pappas (as applicable) shall cease to be so involved;

then, and in every such event (other than an event with respect to the Borrower described in clauses (i) or (j) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, with the consent of the Required Lenders and shall, at the request of the Required Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable imme diately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clauses (i) or (j) of this Article, the Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

The Administrative Agent

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any of its Subsidiaries or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of it s Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, BUT REGARDLESS OF THE PRESENCE OF ORDINARY NEGLIGENCE. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder o r in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may (and, in the event (i) neither the Administrative Agent nor any Affiliate of the Administrative Agent, as a Lender, has any Revolving Exposure or unused Revolving Commitment and (ii) the Required Lenders so request, the Administrative Agent shall) resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Miscellaneous

Notices.

Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

if to the Borrower, to it at 2211 Northeast Loop 410, San Antonio, Texas 78217 (Telecopy No. 210-871-7819), with a copy to Luby's, Inc., 645 Heights Boulevard, Houston, Texas 77007, Attention: Peter Tropoli, General Counsel (Telecopy: 713-863-0523);

if to the Administrative Agent, to JPMorgan Chase Bank, 712 Main Street, Houston, Texas 77002, Attention: Manager, Corporate Banking (Telecopy No. 713-216-6710), with a copy to JPMorgan Chase Bank, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention: Loan and Agency Services;

if to the Issuing Bank, to JPMorgan Chase Bank, 712 Main Street, Houston, Texas 77002, Attention: Manager, Corporate Banking (Telecopy No. 713-216-6710);

if to the Swingline Lender, to JPMorgan Chase Bank, 712 Main Street, Houston, Texas 77002, Attention: Manager, Corporate Banking (Telecopy No. 713-216-6710), with a copy to JPMorgan Chase Bank, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention: Loan and Agency Services; and

if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

If a notice is delivered by telecopy, it shall be promptly confirmed in a writing delivered by one of the other available delivery mechanisms provided above. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Waivers; Amendments.

No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given . Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Revolving Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment (including any mandatory prepayment) of the principal amount of any Loan or LC Disburse ment, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of "Required Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be), (vi) release all or substantially all of the Collateral from the Liens of the Security Documents, without the written consent of each Lender or (vii) change any provisions of an y Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Revolving Commitments of each affected Class; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent or the Issuing Bank or the Swingline Lender, as the case may be, (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by the Borrower and requisite percentage in interest of the a ffected Class of Lenders, and (C) no consent of the Administrative Agent or any Lender shall be required to release any Lien or security interest on any asset or property of the Borrower or any of its Subsidiaries in connection with a sale, transfer or disposition of such asset or property made in compliance with this Agreement.

Expenses; Indemnity; Damage Waiver.

The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection o f its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents pres ented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee, BUT THE PRESENCE OF ORDINARY NEGLIGENCE SHALL NOT AFFECT THE AVAILABILITY OF SUCH INDEMNITY.

To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank or the Swingline Lender under paragraphs (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank or the Swingline Lender, as the case may be, such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be determined based upon (without duplication) its share of the sum of the total Revolving Exposures and unused Revolving Commitments at the time.

To the extent permitted by applicable law, neither the Borrower nor any other Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

All amounts due under this Section shall be payable not later than three Business Days after written demand therefor.

Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent express ly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and

(B) the Administrative Agent; and

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Revolving Commitment or Loans of any Class, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and shall not result in the assigning Lender holding Revolving Commitments and Loans in an aggregate amount which is less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Revolving Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

For the purposes of this Section, the term "Approved Fund" has the following meaning:

"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreemen t as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank, the Swingline Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreem ent and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Sections 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as though it were a Lender.

Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and i ssuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Commitments or the termination of this Agreement or any provision hereof.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the enti re contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such p rovision in any other jurisdiction.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Governing Law; Jurisdiction; Consent to Service of Process.

This Agreement shall be construed in accordance with and governed by the law of the State of Texas.

The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of each court of the State of Texas sitting in Harris County and of the United States District Court of the Southern District of Texas (Houston Division), and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Texas State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that th e Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EAC H PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Interest Rate Limitation. Borrower and the Lenders intend to strictly comply with all applicable federal and Texas laws, including applicable usury laws (or the usury laws of any jurisdiction whose usury laws are deemed to apply to the Notes or any other Loan Documents despite the intention and desire of the parties to apply the usury laws of the State of Texas). Accordingly, the provisions of this Section shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, using the actuarial method, during the full term of the Notes. In no event shall Borrower or any other Person be obligated to pay, or any Lender have any right or priv ilege to reserve, receive or retain, (a) any interest in excess of the maximum amount of nonusurious interest permitted under the laws of the State of Texas or the applicable laws (if any) of the United States or of any other jurisdiction, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Notes at the Ceiling Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document (including, without limitation, Article VII hereof) which directly or indirectly relate to interest shall ever be construed without reference to this Section, or be construed to create a contract to pay for the use, forbearance or detention of money at any interest rate in excess of the Ceiling Rate. If the term of any Note is shortened by reason of acceleration or maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Ceiling Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and, if such excess interest has been paid to such Lender, it shall be credited pro tanto against the then-outstanding principal balance of Borrower's obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until s uch excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be promptly refunded to its payor.

USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or prospective Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LUBY'S, INC.
a Delaware corporation

By:

/s/Christopher J. Pappas

Christopher J. Pappas,
President and Chief Executive Officer

Tax ID Number: 74-1335253

JPMORGAN CHASE BANK, individually and as Administrative Agent and as Issuing Bank and
Swingline Lender

By:

/s/William P. Wallace

Name:

William P. Wallace

Title:

Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Documentation Agent

By:

/s/Charles W. Randall

Charles W. Randall, Vice President

SOUTHWEST BANK OF TEXAS, N.A.

By:

/s/William B. Pyle

Name:

William B. Pyle

Title:

Senior Vice President

COMPASS BANK

By:

/s/Robert J. Dowdell

Name:

Robert J. Dowdell

Title:

Senior Vice President

EX-4 5 e4v-eq04.htm TERM LOAN AGREEMENT DATED 6/7/04 TERM LOAN TERM LOAN

AGREEMENT

dated as of June 7, 2004

among

LUBY'S, INC.

The Lenders From Time to Time Party Hereto

and

GUGGENHEIM CORPORATE FUNDING, LLC

as Administrative Agent

TABLE OF CONTENTS

ARTICLE I Definitions 1

Section 1.01. Defined Terms 1

Section 1.02. [Reserved] 16

Section 1.03. Terms Generally 16

Section 1.04. Accounting Terms; GAAP 16

ARTICLE II The Term Loans 17

Section 2.01. Term Commitments 17

Section 2.02. Term Loans and Loan Borrowing 17

Section 2.03. [Reserved] 17

Section 2.04. [Reserved] 17

Section 2.05. Funding of Term Loan Borrowing 17

Section 2.06. [Reserved] 18

Section 2.07. Repayment of Term Loans 18

Section 2.08. Evidence of Debt 18

Section 2.09. Prepayment of Term Loans 18

Section 2.10. Fees 19

Section 2.11. Interest 19

Section 2.12. [Reserved] 19

Section 2.13. Increased Costs 20

Section 2.14. Break Funding Payments 20

Section 2.15. Taxes 21

Section 2.16. Payments Generally; Pro rata Treatment; Sharing of Set-offs 22

Section 2.17. Mitigation Obligations; Replacement of Lenders 23

Section 2.18. [Reserved] 24

Section 2.19. [Reserved] 24

ARTICLE III Representations and Warranties 24

Section 3.01. Organization; Powers 24

Section 3.02. Authorization; Enforceability 24

Section 3.03. Governmental Approvals; No Conflicts 24

Section 3.04. Financial Condition 25

Section 3.05. Properties 25

Section 3.06. Litigation and Environmental Matters 25

Section 3.07. Compliance with Laws and Agreements 26

Section 3.08. Investment and Holding Company Status 26

Section 3.09. Taxes 26

Section 3.10. ERISA 26

Section 3.11. Disclosure 26

Section 3.12. Subsidiaries 27

Section 3.13. Insurance 27

Section 3.14. Labor Matters 27

Section 3.15. Solvency 27

Section 3.16. Material Property Subject to Security Documents 27

ARTICLE IV Conditions 28

Section 4.01. Effective Date 28

Section 4.02. [Reserved] 30

ARTICLE V Affirmative Covenants 30

Section 5.01. Financial Statements and Other Information 30

Section 5.02. Notices of Material Events 32

Section 5.03. Information Regarding Borrower 32

Section 5.04. Existence; Conduct of Business 33

Section 5.05. Payment of Obligations 33

Section 5.06. Maintenance of Properties 33

Section 5.07. Insurance; Keyman Life Insurance Policies 34

Section 5.08. Casualty and Condemnation 34

Section 5.09. Books and Records; Inspection and Audit Rights 34

Section 5.10. Compliance with Laws 35

Section 5.11. Use of Proceeds 35

Section 5.12. Further Assurances 35

Section 5.13. Financial Covenants 35

Section 5.14. [Reserved] 36

Section 5.15. Landlord and Mortgagee Agreements 36

ARTICLE VI Negative Covenants 36

Section 6.01. Indebtedness; Certain Equity Securities 37

Section 6.02. Liens 37

Section 6.03. Fundamental Changes 38

Section 6.04. Investments, Loans, Advances and Guarantees 38

Section 6.05. Asset Sales 39

Section 6.06. Sale and Leaseback Transactions 40

Section 6.07. Swap Agreements 40

Section 6.08. Restricted Payments 40

Section 6.09. Transactions with Affiliates 40

Section 6.10. Restrictive Agreements 40

Section 6.11. Amendment of Material Documents 41

Section 6.12. Additional Subsidiaries 41

Section 6.13. Capital Expenditures 41

Section 6.14. Lease Expense 41

Section 6.15. Scheduled Properties 41

Section 6.16. Acquisitions 42

ARTICLE VII Events of Default 43

ARTICLE VIII The Administrative Agent 46

ARTICLE IX Miscellaneous 48

Section 9.01. Notices 48

Section 9.02. Waivers; Amendments 48

Section 9.03. Expenses; Indemnity; Damage Waiver 49

Section 9.04. Successors and Assigns 51

Section 9.05. Survival 53

Section 9.06. Counterparts; Integration; Effectiveness 53

Section 9.07. Severability 54

Section 9.08. Right of Setoff 54

Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process 54

Section 9.10. WAIVER OF JURY TRIAL 55

Section 9.11. Headings 55

Section 9.12. Interest Rate Limitation 55

Section 9.13. USA Patriot Act 56

Section 9.14. Confidentiality 56

Schedules

Schedule 1.01A - Competitors

Schedule 1.01B - Excluded Property

Schedule 1.01C - No-Lien Leaseholds

Schedule 2.01 - Term Commitments

Schedule 2.09 - Scheduled Properties

Schedule 3.12 - Subsidiaries

Schedule 6.01 - Refinanced Indebtedness

Schedule 6.02 - Existing Liens

Schedule 6.05 - Appraised Values

Schedule 6.09 - Affiliate Transactions

Exhibits

Exhibit A - Assignment and Assumption

Exhibit B - Compliance Certificate

Exhibit C - Term Note

Exhibit D - Notice of Borrowing

Exhibit E - Real Estate Report

TERM LOAN AGREEMENT

TERM LOAN AGREEMENT (as amended, modified, restated, supplemented and in effect from time to time, herein called this "Agreement") dated as of June 7, 2004 (the "Effective Date"), among LUBY'S, INC., a Delaware corporation, the LENDERS party hereto, and GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent for the Lenders.

Definitions

The parties hereto agree as follows:

Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

"Accounts" shall have the meaning assigned to it in the Uniform Commercial Code enacted in the State of Texas in force on the Effective Date.

"Additional Collateral Event" shall have the meaning ascribed to such term in Section 5.03(b) hereof.

"Additional Collateral" shall have the meaning ascribed to such term in Section 5.03(b) hereof.

"Adjusted LIBO Rate" means, with respect to any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means JPMorgan Chase Bank, in its capacity as administrative agent for the Lenders hereunder, and its successors in that capacity.

"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.

"Applicable Rate" means, for any day with respect to any Term Loan, the applicable rate per annum set forth below under the caption "Eurodollar Spread" determined based upon the percentage obtained by dividing the outstanding principal amount of the Term Loans as of the date of determination by $27,900,000 (the "Loan Outstanding Percentage"):

Loan Outstanding Percentage	Eurodollar Spread

Category 1: greater than or equal to 75%	7.50%
Category 2: greater than or equal to 50% but less than 75%	7.00%
Category 3: greater than or equal to 25% but less than 50%	6.50%
Category 4: less than 25%	6.00%

For purposes of the foregoing, (i) the Loan Outstanding Percentage shall be determined as of the end of each Interest Period and (ii) each change in the Applicable Rate resulting from a change in the Loan Outstanding Percentage shall be effective during the period commencing on and including the date of the Interest Period commencing immediately after such Interest Period.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America and any successor entity performing similar functions.

"Borrower" means Luby's, Inc., a Delaware corporation.

"Business Day" means (a) any day that is not a Saturday, Sunday or other day on which commercial banks in Houston, Texas are authorized or required by law to remain closed and (b) any day on which banks are not open for dealings in dollar deposits in the London interbank market.

"Ceiling Rate" means, on any day, the maximum nonusurious rate of interest permitted for that day by whichever of applicable federal or Texas (or any jurisdiction whose usury laws are deemed to apply to the Term Notes or any other Loan Documents despite the intention and desire of the parties to apply the usury laws of the State of Texas) laws permits the higher interest rate, stated as a rate per annum. On each day, if any, that the Texas Finance Code establishes the Ceiling Rate, the Ceiling Rate shall be the "weekly ceiling" (as defined in the Texas Finance Code) for that day. Administrative Agent may from time to time, as to current and future balances, implement any other ceiling under the Texas Finance Code by notice to the Borrower, if and to the extent permitted by the Texas Finance Code. Without notice to the Borrower or any other Person, the Ceiling Rate shall automatically fluctuate upward and downward as and in the amount by which such maximum nonusurious rate of inte rest permitted by applicable law fluctuates.

"Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender's holding company, if any) with any binding request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" means any and all "Collateral", as defined in any applicable Security Document.

"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated concurrently herewith executed by and among Borrower, JPMorgan Chase as First Lien Agent and Collateral Agent and Guggenheim, as Second Lien Agent, as it may be amended, modified, restated, supplemented and in effect from time to time.

"Collateral Agent" means JPMorgan Chase in its capacity as collateral agent for the First Lien Lenders and the Lenders

"Competitors" means the competitors of the Borrower listed on Schedule 1.01A hereto.

"Convertible Subordinated Debt Facility" means the Subordinated Debt evidenced by those two certain Amended and Restated Convertible Subordinated Promissory Notes, each dated June 4, 2004 and in the aggregate original principal amount of $10,000,000, executed by the Borrower payable to the order of Harris J. Pappas and Christopher J. Pappas, respectively, and all renewals, extensions, modifications and replacements thereof and substitutions therefor.

"Corporate Headquarters" means the property owned by a Subsidiary of the Borrower located at 2211 Loop 410 Northeast, San Antonio, TX 78217.

"Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

"dollars" or "$" refers to lawful money of the United States of America.

"EBITDA" means, without duplication, for any period, the consolidated income (loss) from operations of the Borrower, consistent with the Borrower's Forms 10-K and 10-Q, before depreciation, amortization, other non-cash expenses, interest expense, taxes, non-cash income and extraordinary gains or losses and other non-recurring items of income or expense as approved by the Required Lenders; provided that, if the Borrower or any of its Subsidiaries acquires the Equity Interests or assets of any Person during such period under circumstances permitted under Section 6.16 hereof and satisfies the provisions of Section 6.16(h) hereof, EBITDA shall be adjusted to give pro forma effect to such acquisition assuming that such transaction had occurred on the first day of such period.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" has the meaning assigned to such term in Article VII.

"Excluded Property" means the real Property described on Schedule 1.01B hereto; provided, however, that to the extent that any of the real property described on Schedule 1.01B hereto shall not have been sold on or before August 3, 2004, then, unless the Required Lenders shall otherwise agree in writing, such unsold real property shall (a) cease to constitute "Excluded Property" and shall be treated as Additional Collateral acquired on such date and (b) except for Store Number 25 in Corpus Christi, Texas, shall constitute "Scheduled Property" as of such date (and Schedule 2.09 hereto shall automatically be amended to reflect the addition of such real property).

"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.17(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to su ch Foreign Lender's failure to comply with Section 2.15(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a).

"Fee Letter" means the fee letter dated as of June 7, 2004 between Guggenheim Corporate Funding, LLC and the Borrower.

"Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

"First Lien Agent" shall have the meaning ascribed to such term in the Intercreditor Agreement.

"First Lien Lenders" shall have the meaning ascribed to such term in the Intercreditor Agreement.

"First Lien Loan Documents" means the "Loan Documents" as such term is used in the Revolving Credit Facility.

"GAAP" means generally accepted accounting principles in the United States of America.

"Guarantors" means each of the present or future Subsidiaries of Borrower.

"Guggenheim" means Guggenheim Corporate Funding, LLC.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current Accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, (i) contingent obligations in respect of surety bonds in an aggregate amount equal to or less than $2,000,000 shall not constitute "Indebtedness" for purposes of this Agreement and (ii) contingent obligations in respect of cash secured standby letters of credit shall not constitute "Indebtedness" to the extent such obligations are fully cash-collateralized.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Intercreditor Agreement" means that certain Intercreditor Agreement dated as of the date hereof among the Administrative Agent, the Borrower and JP Morgan Chase Bank, as first lien agent.

"Interest Expense" means, for any period, interest expense of the Borrower and its Subsidiaries, on a consolidated basis, during such period, determined in accordance with GAAP, minus, to the extent included in the foregoing, (a) any amounts representing amortization of the intrinsic net value of the conversion feature of the Convertible Subordinated Debt Facility, and (b) the unamortized portion of the intrinsic net value of the conversion feature of the Original Convertible Subordinated Debt Facility; provided, that if the Borrower or any of its Subsidiaries acquires the Equity Interests or assets of any Person during such period under circumstances permitted under Section 6.16 hereof and satisfies the provisions of Section 6.16(h) hereof, Interest Expense shall be adjusted to give pro forma effect to such acquisition and any Indebtedness incurred in connection therewith assuming that such transaction had occurred on the first day of such period.

"Interest Payment Date" means the last day of each March, June, September and December.

"Interest Period" means with respect to any Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one month thereafter; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.

"Inventory" shall have the meaning assigned to it in the Uniform Commercial Code enacted in the State of Texas in force on the Effective Date.

"Keyman Life Insurance Policy" shall have the meaning ascribed to such term in Section 5.07(b) hereof.

"LIBO Rate" means, with respect to any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the "LIBO Rate" with respect to such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest P eriod are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

"Loan Documents" means, collectively, this Agreement, the Term Notes, the Guaranty, the Collateral Agency Agreement, the Intercreditor Agreement, the Security Documents, the Notice of Entire Agreement, the Contribution Agreement, the Subordination Agreements, the Fee Letter, all instruments, certificates and agreements now or hereafter executed or delivered to the Administrative Agent or any Lender pursuant to any of the foregoing or in connection with the obligations under this Agreement and the other Loan Documents, and all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.

"Loan Parties" means the Borrower and each of its Subsidiaries and shall also include each Guarantor.

"Local Account" means an account into which cash from restaurants of the Borrower and its Subsidiaries is initially deposited, and "Local Accounts" shall mean all such accounts collectively.

"Material Indebtedness" means (a) Indebtedness (other than the Term Loan), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and any other Loan Party in an aggregate principal amount exceeding $2,000,000 and (b) Indebtedness under the Revolving Credit Facility. For purposes of determining Material Indebtedness, the "principal amount" of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Swap Agreement were terminated at such time.

"Moody's" means Moody's Investors Service, Inc.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"Net Proceeds" means, with respect to any event (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by the Borrower or any of its Subsidiaries to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by the Borrower and its Subsidiaries as a result of such event to repay Indebtedness (other than the Term Loans) secured by such asset or otherwise subject to mandatory prepayment (other than the Term Loans) as a result of such event, and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrower and its Subsidiaries, and the amount of any reserves established by the Borrower and its Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by the chief financial officer of the Borrower).

"Notice of Borrowing" means a notice given by the Borrower to the Administrative Agent not later than one day prior to the Effective Date and substantially in the form of Exhibit D.

"Obligations" means, as at any date of determination thereof, the sum of the following: (i) the aggregate principal amount of Loans outstanding hereunder, plus (ii) all other liabilities, obligations and indebtedness under any Loan Document of the Borrower or any other Loan Party, including, but not limited to, amounts accruing prior to or subsequent to the filing of any bankruptcy receivership, insolvency or like petition, whether or not allowed in connection with such bankruptcy, receivership, insolvency or like proceeding.

"Participant" has the meaning set forth in Section 9.04.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Permitted Encumbrances" means:

(a) Liens imposed by law for taxes, assessments, or other governmental charges or levies that are not yet due or are being contested in compliance with Section 5.05;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) rights of set-off of banks or lenders in the ordinary course of banking arrangements; and

provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness.

"Permitted Equity Issuances" means, collectively, (a) the issuance by the Borrower of Equity Interests in the Borrower to employees of the Borrower or any of its Subsidiaries pursuant to any employee stock option plan, (b) the issuance by the Borrower of Equity Interests in the Borrower to any director of the Borrower pursuant to any non-employee stock option plan, (c) the issuance by the Borrower of Equity Interests in the Borrower to Christopher J. Pappas and Harris J. Pappas pursuant to those two certain stock option agreements, each dated as of March 9, 2001, executed by the Borrower in favor of Christopher J. Pappas and Harris J. Pappas, respectively, and (d) the conversion of the Convertible Subordinated Debt Facility to Equity Interests in the Borrower.

"Permitted Investments" means:

(c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

"Real Estate Report" means a report prepared by the Borrower detailing each of the Scheduled Properties and in the form of Exhibit E hereto.

"Refinanced Indebtedness" means all indebtedness of the Borrower pursuant to that certain Credit Agreement dated as of February 27, 1996 among the Borrower, the lenders party thereto and Bank of America, National Association, as administrative agent.

"Register" has the meaning set forth in Section 9.04.

"Required Lenders" means, at any time, Lenders having Term Loans representing at least 50.1% of the sum of the total outstanding Term Loans at such time.

"Revolving Credit Facility" means that certain Revolving Credit Agreement dated as of the date hereof among the Borrower, the Revolving Lenders, and JPMorgan Chase Bank as Agent.

"Revolving Lenders" has the meaning given to such term in the Revolving Credit Facility.

"S&P" means Standard & Poor's Ratings Group.

"Security Agreements" means, collectively, (i) the Security Agreements dated as of the Effective Date executed by Borrower and each of its Subsidiaries, respectively, securing, among other obligations, the Obligations and (ii) any and all security agreements hereafter securing all or any part of the Obligations or the obligations under the Revolving Credit Agreement, as any of them may from time to time be amended, modified, restated or supplemented.

"Security Documents" means, collectively, the Mortgages, the Security Agreements and any and all other agreements, instruments and financing statements now or hereafter executed and delivered as security for, among other obligations, the Obligations or the obligations under the Revolving Credit Agreement, as any of them may from time to time be amended, modified, restated or supplemented.

"Senior Leverage Ratio" means, as of any day, the ratio of (a) Indebtedness as of such date minus, (i) Indebtedness under the Term Loan and (ii) Subordinated Debt to (b) EBITDA for the four fiscal quarters most recently ended, determined in each case on a consolidated basis for Borrower and its Subsidiaries.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the First Lien Agent is subject for Eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Term Loans shall be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Subordination Agreements" means (i) the Subordination and Intercreditor Agreement, (ii) any other subordination agreements now or hereafter executed in favor the Administrative Agent with respect to any of the Subordinated Debt, and (iii) all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing

"Subordination and Intercreditor Agreement" means that certain Subordination and Intercreditor Agreement dated concurrently herewith executed by the holders of the Indebtedness under the Convertible Subordinated Debt Facility in favor of the First Lien Agent and the Administrative Agent.

"Subordinated Debt" means all Indebtedness of a Person which has been subordinated on terms and conditions satisfactory to the Required Lenders, in their sole discretion, to all of the Obligations, whether now existing or hereafter incurred. Indebtedness shall not be considered as "Subordinated Debt" unless and until the Administrative Agent shall have received copies of the documentation evidencing or relating to such Indebtedness together with a subordination agreement, in form and substance satisfactory to the Required Lenders, duly executed by the holder or holders of such Indebtedness and evidencing the terms and conditions of the required subordination. The term "Subordinated Debt" shall include, but not be limited to, all liabilities and obligations under the Convertible Subordinated Debt Facility.

"Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

"Term Loan" has the meaning specified in Section 2.01.

"Term Loan Borrowing" means Term Loans made on the Effective Date by the Lenders ratably according to their respective Term Loan Commitments.

"Term Loan Commitment" means, with respect to each Lender, the Commitment of such Lender to make Term Loans to the Borrower in an aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 2.01 (as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement).

"Term Loan Maturity Date" means June 4, 2007.

"Term Notes" shall have the meaning assigned to such term in Section 2.02(a) hereof.

"Transactions" means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of letters of credit under the Revolving Credit Facility and (b) the execution, delivery and performance by each Loan Party of each other document and instrument required to satisfy the conditions precedent to the initial Loan hereunder, including without limitation all applicable Subordinated Debt Documents and all documents and instruments relating to any required equity contribution.

"Unrestricted Cash" means all cash and Cash Equivalents of the Borrower and the Guarantors that is not subject to a Lien or any restriction on the control, use or disposition thereof.

[Reserved].

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "here under", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, Accounts and contract rights.

Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewi th.

The Term Loans

Term Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a loan (each a "Term Loan") to the Borrower on the Effective Date, in an amount not to exceed such Lender's Term Loan Commitment. Amounts of Term Loans prepaid may not be reborrowed.

Term Loans and Loan Borrowing. The Term Loan Borrowing shall be made upon receipt of a Notice of Borrowing. The Notice of Borrowing shall specify (A) the Effective Date and (B) the aggregate amount of the Term Loan Borrowing. The Term Loan Borrowing shall be made by the Lenders ratably in accordance with their respective Term Loan Commitments. The failure of any Lender to make the Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Term Loan Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Term Loans as required. The Term Loans made by each Lender shall be evidenced by a single Term Note of the Borrower (each, together with all renewals, extensions, modifications and replacements thereof and substitutions therefor, a "Term Note," collectively, the "Term Notes") in substantially the form of Exhibit C hereto, payable to the order of such Lender in a principal amount equal to the applicable Term Loan Commitment of such Lender and otherwise duly completed. Each Lender is hereby authorized by Borrower to endorse on the schedule (or a continuation thereof) that may be attached to each Term Note of such Lender, to the extent applicable, the date, amount, type of and the applicable period of interest for each Term Loan made by such Lender to Borrower hereunder, and the amount of each payment or prepayment of principal of such Term Loan received by such Lender, provided, that any failure by such Lender to make any such endorsement shall not affect the obligations of Borrower under such Term Note or hereunder in respect of such Term Loan.

[Reserved].

[Reserved].

Funding of Term Loan Borrowing.

Each Lender shall make its Term Loan on the Effective Date by wire transfer of immediately available funds by 12:00 noon, Houston, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Term Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Houston, Texas and designated by the Borrower in the Notice of Borrowing.

Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender's share of the Term Loan Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If a Lender has not in fact made its share of the Term Loan Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in acco rdance with banking industry rules on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Term Loan included in the Term Loan Borrowing.

[Reserved].

Repayment of Term Loans. The Borrower promises to repay the entire unpaid principal amount of the Term Loans on the Term Loan Maturity Date.

Evidence of Debt.

Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Term Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Term Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

The entries made in the accounts maintained pursuant to paragraphs (a) or (b) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Term Loans in accordance with the terms of this Agreement.

Prepayment of Term Loans.

The Borrower shall have the right at any time and from time to time to prepay the Term Loans in whole or in part, subject to the requirements of this Section.

[Reserved].

Subject to the terms and provisions of the Intercreditor Agreement, in the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in connection with any sale, transfer or other disposition of any of the Scheduled Properties or the Excluded Properties, (other than Store Number 25 in Corpus Christi, Texas), the Borrower shall, promptly, and in any event within three Business Days after such Net Proceeds are received, prepay the Term Loans in an aggregate amount equal to 100% of such Net Proceeds.

Any prepayments made by the Borrower of the Term Loans shall be applied pro rata to the Term Loans outstanding at such time.

The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than 11:00 a.m., Houston, Texas time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of the Term Loans shall be in an amount equal to $100,000, except as necessary to apply fully the required amount of a mandatory prepayment.

Fees.

The Borrower agrees to pay to Guggenheim Corporate Funding, LLC, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and Guggenheim Corporate Funding, LLC in the Fee Letter.

All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Interest.

The Term Loans shall bear interest at the lesser of (i) the Adjusted LIBO Rate for the Interest Period then in effect plus the Applicable Rate or (ii) the Ceiling Rate.

Notwithstanding the foregoing, if any principal of or interest on any Term Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the lesser of (i) the Ceiling Rate or (ii) in the case of overdue principal of any Term Loan, 2% plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraph of this Section.

Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date and upon the Term Loan Maturity Date; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

All interest hereunder shall be computed on the basis of a year of 360 days and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

[Reserved].

Increased Costs.

If any Change in Law shall:

impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

impose on any Lender or the London interbank market any other condition affecting this Agreement or Term Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Term Loans made by, to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraphs (a) or (b) of this Section shall be delivered to the Borrower, demonstrating in reasonable detail the calculation of the amounts, and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive and if such Lender notifies the Borrower of such Change of Law within 90 days after the adoption, enactment or similar act with respect to such Change of Law, then the 90-day period referred to above shall be extended to include the period from the effective date of such Change of Law to the date of such notice.

Break Funding Payments. In the event of (a) the payment of any principal of any Term Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default but excluding as a result of any prepayment required under 2.09(c)), (b) the failure to prepay any Term Loan on the date specified in any notice delivered pursuant hereto, or (c) the assignment of any Term Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.17, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Term Loan had such event not occurred, at the Adjusted LI BO Rate that would have been applicable to such Term Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, demonstrating in reasonable detail the calculation of the amounts, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Taxes.

Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

The Borrower shall indemnify the Administrative Agent and each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, demonstrating in reasonable detail the calculation of the amounts, shall be conclusive absent manifest error.

As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

Payments Generally; Pro rata Treatment; Sharing of Set-offs.

The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or of amounts payable under Sections 2.13, 2.14 or 2.15, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., Houston, Texas time), on the date when due, in immediately available funds, without set-off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 712 Main Street, Houston, Harris County, Texas 77002, except payments to be made pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of thi s paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any other Loan Party or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Lender agrees that it will not exercise any right of set-off or counterclaim or otherwise obtain payment in respect of any Obligation owed to it other than principal of and interest accruing on the Term Loans, unless all of the outstanding principal of and accrued interest on the Term Loans have been paid in full. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and countercla im with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. If the Borrower has not in fact made such payment when due, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

If any Lender shall fail to make any payment required to be made by it pursuant to this Agreement, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations hereunder until all such unsatisfied obligations are fully paid.

Mitigation Obligations; Replacement of Lenders.

If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Term Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

[Reserved].

[Reserved].

Representations and Warranties

To induce the Lenders and the Administrative Agent to enter into this Agreement, the Borrower represents and warrants to the Lenders that, on and as of the Effective Date, after giving effect to the making of the Term Loans and other financial accommodations on the Effective Date:

Organization; Powers. Each of the Borrower and the other applicable Loan Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party's powers and have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan Party (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any other applicable Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any other Loan Party or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any other Loan Party, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Loan Party, except Liens c reated under the Loan Documents.

Financial Condition. The Borrower has heretofore furnished to the Lenders Borrower's consolidated balance sheet and statements of income, stockholders equity and cash flows (1) as of and for the fiscal year ended August 27, 2003 and (2) as of and for the fiscal quarter and the portion of the fiscal year ended February 11, 2004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (2) above. Since August 27, 2003, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole. After giving effe ct to the Transactions, none of the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities or unrealized losses except as evidenced by the Loan Documents.

Properties.

The Borrower and each other Loan Party has good title to, or valid leasehold interests in, all its real and personal property material to its business (including the Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

The Borrower and each other Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and each other Loan Party does not infringe upon the rights of any other Person, except for any such infringements that could not reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters.

There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any other Loan Party (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or (ii) that involve any of the Loan Documents or the Transactions.

Except with respect to any other matters that could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any other Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability, (iv) knows of any basis for any Environmental Liability or (v) has failed to properly dispose of all "hazardous" and "toxic" substances. No such substances have been released at any site or facility owned or controlled by the Borrower or any other Loan Party which could result in liability exceeding $1,000,000 in the aggregate.

Compliance with Laws and Agreements. The Borrower and each other Loan Party is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

Investment and Holding Company Status. Neither the Borrower nor any other Loan Party is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

Taxes. The Borrower and each other Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such other Loan Party, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans, in each of such cases so as to cause a Ma terial Adverse Effect.

Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any other Loan Party is subject, the breach or non-compliance of which could reasonably be expected to result in a Material Adverse Effect, and has disclosed to the Lenders all other matters known to any of them, that could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which they were made, not misleading; provided, however, that the Borrower makes no representation or warranty as to the accuracy of any projections.

Subsidiaries. As of the date of this Agreement, the Borrower has no Subsidiaries other than as set forth on Schedule 3.12 hereto. As of the date of this Agreement, the Borrower owns, directly or indirectly, all of the issued and outstanding Equity Interests in and to each Subsidiary listed on Schedule 3.12 hereto and such Equity Interests constitute 100% of the issued and outstanding Equity Interest of each such Subsidiary.

Insurance. As of the Effective Date, all premiums due in respect of all insurance maintained by the Borrower and each other Loan Party have been paid.

Labor Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against the Borrower or any other Loan Party pending or, to the knowledge of the Borrower, threatened. The hours worked by and payments made to employees of the Borrower and the other Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters, except where any such violation could not reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any other Loan Party, or for which any claim may be made against the Borrower or any other Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Borrower or such other Loan Party. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the p art of any union under any collective bargaining agreement to which the Borrower or any other Loan Party is bound.

Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Term Loan made on the Effective Date and after giving effect to the application of the proceeds of such Term Loans, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

Material Property Subject to Security Documents. The Collateral constitutes all of the real and material personal property owned by Borrower or any of its Subsidiaries (other than the Excluded Property and No-Lien Leaseholds).

Conditions

Effective Date. The obligations of the Lenders to make the Term Loans shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

The Administrative Agent (or its counsel) shall have received from each party hereto either (i) counterparts of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed counterparts of this Agreement.

The Administrative Agent (or its counsel) shall have received from Borrower an original of each Term Note signed on behalf of Borrower.

The Administrative Agent (or its counsel) shall have received from Borrower and from each other party to the Loan Documents (other than the Term Notes) either (i) counterparts of each applicable Loan Document signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and the Lenders (which may include telecopy transmission of a signed signature page of the applicable Loan Document) that such party has signed counterparts of such Loan Document.

The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Bracewell & Patterson, L.L.P., counsel for the Borrower and the other Loan Parties (ii) Hornberger, Sheehan, Fuller & Beiter, Inc., special counsel for the Borrower and the other Loan Parties and (ii) Peter Tropoli, in-house counsel to the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel and the Lenders, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request.

The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and its counsel.

The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

The Administrative Agent shall have received each of the following:

evidence that all stock certificates representing all the outstanding shares of capital stock of each applicable Subsidiary of Borrower as of the Effective Date that is a corporation having certificated shares and stock powers, endorsed in blank, with respect to such stock certificates have been delivered to the Collateral Agent;

evidence that all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent or the Lenders to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Documents have been delivered to the Collateral Agent;

evidence that, to the extent required by Administrative Agent, agreements whereby (x) each warehouseman, bailee, agent or processor having possession of any Inventory of Borrower or any of its Subsidiaries has subordinated any Lien such warehouseman, bailee, agent or processor may claim therein and agreed to hold all such Inventory for the Administrative Agent's account subject to the Administrative Agent's instruction and (y) each landlord in respect of any space leased by the Borrower or any of its Subsidiaries has subordinated any Lien such landlord may claim in any property of the Borrower or any of its Subsidiaries have been delivered to the Collateral Agent;

the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in such jurisdictions as the Administrative Agent may require and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and

evidence reasonably satisfactory to the Administrative Agent and the Lenders that none of the Mortgaged Property lies in an area requiring special notices of flood hazard issues or the purchase of flood hazard insurance and, to the extent reasonably required by Administrative Agent with respect to Mortgaged Property, a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and such surveys, abstracts and appraisals as may be required pursuant to such Mortgages or as the Administrative Agent or the Lenders may reasonably request. To the extent the Administrative Agent does not require any of the foregoing items as a condition to the funding of the Term Loans her eunder, the Administrative Agent shall have the right at any time thereafter to (and at the request of the Required Lenders shall) request such items upon forty-five (45) days written notice to the Borrower and the failure to deliver such items within such time period shall constitute an Event of Default hereunder.

The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

The Administrative Agent shall have received, and shall be satisfied with the results of, an environmental report prepared by a consultant acceptable to the Administrative Agent and the Lenders with respect to any Environmental Liabilities that may be attributable to such properties or operations as have been specified by the Administrative Agent or any Lender for review.

The Administrative Agent shall have received evidence satisfactory to the Administrative Agent and the Lenders that the Borrower and each other Loan Party shall have been released from all liabilities and obligations in respect of Refinanced Indebtedness (other than the Obligations and other than liabilities and obligations expressly permitted under Section 6.01 hereof) and that all Liens securing such liabilities and obligations shall have been released.

The Administrative Agent shall have received the Subordinated Debt Documents relating to the Convertible Subordinated Debt Facility, together with evidence satisfactory to the Administrative Agent and the Lenders that the Convertible Subordinated Debt Facility is subordinated to the Obligations on terms satisfactory to the Lenders, has been fully funded and is in full force and effect and that no default or event of default exists thereunder (both before and after giving effect to the Term Loans).

The Administrative Agent shall have received true, correct and complete copies of the Management Employment Contracts.

The Administrative Agent shall have received a true and correct copy of the Revolving Credit Facility and the First Lien Loan Documents certified by an officer of the Borrower as true, correct and complete.

The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding.

[Reserved].

Affirmative Covenants

As long as any of the Obligations or the Term Loan Commitments remain outstanding, unless the Required Lenders otherwise consent in writing, the Borrower agrees with the Lenders and the Administrative Agent that:

Financial Statements and Other Information. If so requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender:

within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, shareholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

within 45 days after the end of each fiscal quarter (including the last fiscal quarter) of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, shareholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

within 30 days after the end of each fiscal month of the Borrower, its consolidated balance sheet and related statements of operations, as at the end of and for such fiscal month and the then elapsed portion of the fiscal year setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; each fiscal month of the Borrower shall be one of 13 4-week periods in a fiscal year;

concurrently with any delivery of financial statements under clauses (a), (b) or (c) above, a certificate of a Financial Officer of the Borrower, in the form of Exhibit B hereto, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 5.13 and 6.13 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

within forty-five (45) days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year, setting forth the assumptions used for purposes of preparing such budget and including detailed break-outs for each fiscal month) and, promptly when available, any significant revisions of such budget;

concurrently with any delivery of financial statements under clauses (a), (b) or (c) above, a management discussion and analysis;

within ten (10) days after the end of each calendar month, a Real Estate Report, current as at the end of such calendar month and such other information regarding such property as the Administrative Agent or any Lender may from time to time reasonably require;

promptly following any board meeting or related board committee meeting, copies of all financial materials distributed at such meetings; and

promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any other Loan Party, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

Notices of Material Events. The Borrower will furnish to the Administrative Agent prompt written notice of the following:

the occurrence of any Default;

the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.

Information Regarding Borrower.

The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party's jurisdiction of organization or corporate name, (ii) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

After the Effective Date, Borrower will notify the Administrative Agent in writing promptly upon Borrower's or any of its Subsidiaries' acquisition or ownership of any estate (fee simple or leasehold) of real property, wherever located, other than the Mortgaged Property or of any personal property not already covered by the Security Documents (such acquisition or ownership being herein called an "Additional Collateral Event" and the Property so acquired or owned being herein called "Additional Collateral"). As soon as practicable and in any event within thirty (30) days after an Additional Collateral Event, Borrower shall (a) execute and deliver or cause to be executed and delivered Security Documents, in form and substance satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or its applicable Subsidiary, covering and affecting and granting a first-priority Lien upon the applicable Additional Collateral, and such other docu ments (including, without limitation, all items required by Administrative Agent in connection with the Security Documents executed prior to the initial Term Loans being made hereunder, such as surveys, environmental assessments, certificates, legal opinions, all in form and substance satisfactory to Administrative Agent and the Required Lenders) as may be required by Administrative Agent or the Required Lenders in connection with the execution and delivery of such Security Documents; (b) with respect to any Additional Collateral which is real property, to the extent required by Administrative Agent or the Required Lenders, cause a title insurance underwriter satisfactory to Administrative Agent and the Required Lenders to issue to Administrative Agent a mortgage policy of title insurance, in form and substance satisfactory to Administrative Agent and the Required Lenders, insuring the second-priority Lien of the applicable Mortgage in such amount as is satisfactory to Administrative Agent and the Required L enders, and (c) deliver or cause to be delivered by Subsidiaries of Borrower such other documents or certificates consistent with the terms of this Agreement and relating to the transactions contemplated hereby as Agent may reasonably request.

Existence; Conduct of Business. The Borrower will, and will cause each other Loan Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any sale, transfer or disposition permitted under Section 6.05.

Payment of Obligations. The Borrower will, and will cause each other Loan Party to, pay its Indebtedness and other obligations, including liabilities for Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such other Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Maintenance of Properties. The Borrower will, and will cause each other Loan Party to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

Insurance; Keyman Life Insurance Policies.

The Borrower will, and will cause each other Loan Party to, maintain, with financially sound and reputable insurance companies (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents. Unless required by applicable laws, neither the Borrower nor any Loan Party shall be required to maintain worker's compensation insurance so long as the Borrower or such Loan Party maintains non-subscriber employer's liability insurance in such amounts (with no greater risk retention) as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Borrower will furnish to the Lenders, upon request of the Administrative Agent or the Required Lenders, inform ation in reasonable detail as to the insurance so maintained. In addition, upon reasonable request by the Administrative Agent or the Required Lenders (but, so long as no Event of Default has occurred which is continuing, not more frequently than once in any fiscal year), the Borrower will provide to the Administrative Agent a report by an independent insurance consultant reasonably acceptable to the Required Lenders regarding the compliance by the Borrower and the other Loan Parties with the provisions of this Section.

In the event of the death of either Christopher J. Pappas or Harris J. Pappas, the Borrower shall (i) obtain a life insurance policy (the "Keyman Life Insurance Policy") on the life of the other in the amount of $10,000,000; provided, however, that if the premium for such Keyman Life Insurance Policy is equal to or greater than $$60,000, then the Borrower shall be required to obtain a Keyman Life Insurance Policy in an amount of $5,000,000, (ii) ensure that all premiums and other payments required under the Keyman Life Insurance Policy shall be up to date and fully paid and (iii) ensure that the Keyman Life Insurance Policy is collaterally assigned to the Collateral Agent, for the benefit of the Lenders and the First Lien Lenders. The Borrower shall cause the entire amount of any proceeds of such Keyman Life Insurance Policy to be applied first to the outstanding amount of the obligations under the Revolving Credit Facility (and in connection therewith, the Borrower shall cause the commitments thereunder to be permanently reduced to the extent of such application) and second to prepay the Term Loans outstanding at such time.

Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any material portion of the Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of the Revolving Credit Facility.

Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each other Loan Party to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each other Loan Party to, permit any representatives designated by the Administrative Agent or the Required Lenders, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

Compliance with Laws. The Borrower will, and will cause each other Loan Party to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Use of Proceeds. The proceeds of the Term Loans will be used only for refinancing of Refinanced Indebtedness. No part of the proceeds of the Term Loans will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

Further Assurances.

The Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon reasonable request by the Administrative Agent or the Required Lenders, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be cr eated by the Security Documents.

Subject to paragraph (c) below, If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any of its Subsidiaries after the Effective Date (other than assets constituting Collateral under the Security Documents that become subject to the Liens of the Security Documents upon acquisition thereof), the Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause each of its Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Required Lenders to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties.

The Borrower agrees to use good faith effort to obtain consents on or before September 30, 2004, from the applicable landlords or lessors under those No-Lien Leaseholds listed on Schedule 1.01B hereto under the heading "Leasehold Sites Requiring Consent to Mortgage" for the execution and delivery of a mortgage covering such No-Lien Leaseholds. Upon the granting of any such consent by an applicable landlord or lessor, the applicable leasehold estate shall cease to constitute a part of the No-Lien Leasehold and shall be treated as Additional Collateral hereunder. In addition, the Borrower agrees to execute and deliver to the Administrative Agent, promptly after request therfor, a Mortgage covering that No-Lien Leasehold listed on Schedule 1.01B hereto under the heading "Missouri Leasehold Site."

Financial Covenants. The Borrower will have and maintain:

Senior Leverage Ratio. a Senior Leverage Ratio of not greater than 2.50 to 1.00 at all times;

Interest Coverage Ratio. an Interest Coverage Ratio of not less than (i) 2.35 to 1.00 as of the end of each fiscal quarter occurring during fiscal year 2004, (ii) 2.50 to 1.00 as of the end of each fiscal quarter occurring during fiscal year 2005, (iii) 2.75 to 1.00 as of the end of each fiscal quarter occurring during fiscal year 2006, and (iv) 3.00 to 1.00 as of the end of each fiscal quarter occurring thereafter.

Net Total Leverage Ratio. a Net Total Leverage Ratio of not greater than the amount set forth opposite the applicable fiscal quarter as of the end of such fiscal quarter:

FISCAL QUARTER ENDING
ON OR ABOUT

NET TOTAL LEVERAGE RATIO

August 25, 2004

3.50 to 1.0

November 17, 2004

3.50 to 1.0

February 9, 2005

3.50 to 1.0

May 4, 2005

3.25 to 1.0

August 24, 2005

3.25 to 1.0

November 16, 2005

3.25 to 1.0

February 8, 2006

3.25 to 1.0

May 3, 2006

3.00 to 1.0

August 23, 2006

3.00 to 1.0

November 15, 2006

3.00 to 1.0

February 7, 2007

3.00 to 1.0

May 2, 2007

3.00 to 1.0

[Reserved].

Landlord and Mortgagee Agreements. Borrower shall (and shall cause each of its Subsidiaries to) use reasonable efforts to obtain landlord lien waivers and mortgagee non-disturbance agreements with respect to all leasehold estates (other than mall locations) on or before September 30, 2004. Borrower shall not required to pay any fee or charge of any applicable landlord or mortgagee in an effort to obtain any such waiver or non-disturbance agreement.

Negative Covenants

Indebtedness; Certain Equity Securities.

The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Indebtedness, except:

Indebtedness created under the Revolving Credit Facility;

Indebtedness created under the Loan Documents;

Indebtedness of the Borrower owing to any of its Subsidiaries and Indebtedness of any of the Borrower's Subsidiaries owing to the Borrower or any of its other Subsidiaries;

Guarantees by the Borrower or any of Borrower's Subsidiaries of Indebtedness of the Borrower or any of its other Subsidiaries to the extent such Indebtedness is otherwise permitted hereunder; provided, however, that no such guarantees shall be allowed with respect to the Indebtedness referred to in Section 6.01(a)(vii).

Indebtedness existing on the date of this Agreement and described on Schedule 6.01 attached hereto;

"Mark to market" exposure resulting from any Swap Agreement entered into for protection against interest rate risks, and not for speculative purposes;

Subordinated Debt under the Convertible Subordinated Debt Facility;

purchase money Indebtedness and Capital Lease Obligations in an aggregate amount not exceeding, at any one time outstanding, $2,000,000;

other indebtedness in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding; and

extensions, renewals and replacements of any of the foregoing that do not increase the outstanding principal amount thereof.

The Borrower will not, nor will it permit any other Loan Party to, issue any preferred stock or other preferred Equity Interests after the Effective Date, other than preferred stock or preferred Equity Interests issued by a Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower pursuant to any merger permitted by Section 6.03.

Liens. The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts receivable) or rights in respect of any thereof, except:

Liens securing the Revolving Credit Facility;

Liens securing the Obligations;

Liens listed on Schedule 6.02 attached hereto; and

Liens created pursuant to Capital Lease Obligations or purchase money Indebtedness permitted pursuant to this Agreement; provided that such Liens only encumber the property or assets subject to, and secure only, the respective Capital Lease Obligations or purchase money Indebtedness; and

Permitted Encumbrances.

Fundamental Changes.

The Borrower will not, nor will it permit any other Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, other than in connection with acquisitions permitted under Section 6.16 hereof, except that, so long as no Default or Event of Default exists or would occur after giving effect thereto, any Subsidiary of the Borrower may merge with or into any other Subsidiary of the Borrower or into the Borrower (except that if the Borrower is a party to any such merger, the Borrower must be the survivor).

The Borrower will not, and will not permit any other Loan Party to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the other Loan Parties on the date of execution of this Agreement and businesses reasonably related thereto.

Investments, Loans, Advances and Guarantees. The Borrower will not, and will not permit any other Loan Party to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary of Borrower prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, except:

Permitted Investments;

loans or advances made by the Borrower to any of the Borrower's Subsidiaries and loans or advances made by any of the Borrower's Subsidiaries to the Borrower or any of its other Subsidiaries;

loans or advances by the Borrower or any of its Subsidiaries to their respective employees in the ordinary course of business, not to exceed $500,000 in the aggregate at any one time outstanding;

Accounts receivable owned by the Borrower or any of its Subsidiaries, if created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

Guarantees constituting Indebtedness permitted by Section 6.01;

creation of additional Subsidiaries in compliance with Section 6.12;

trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms;

Capital Expenditures made by the Borrower and its Subsidiaries in connection with their respective businesses to the extent permitted by Section 6.13;

investments under Swap Agreements permitted by Section 6.07;

acquisitions permitted by Section 6.16;

acquisition of loans which are fully guaranteed by the Borrower or any of its Subsidiaries (to the extent such guaranties are permitted under this Agreement);

investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent Accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and

other investments, loans or advances not otherwise permitted by this Section 6.04 not to exceed $2,000,000 in the aggregate at any one time outstanding.

Asset Sales. The Borrower will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to issue any additional Equity Interest in such Subsidiary, except:

sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business;

sales, transfers and dispositions by the Borrower to any of its Subsidiaries or by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower;

any other sales, transfers and dispositions of any Scheduled Properties or Excluded Properties (other than Store Number 25 in Corpus Christi, Texas) so long as the Net Proceeds attributable thereto are applied as required by Section 2.09 hereof;

any other sales, transfers and dispositions of any properties (other than Scheduled Properties and Excluded Properties) (other than Store Number 25 in Corpus Christi, Texas) so long as the Net Proceeds attributable thereto are applied as required by Section 2.09 of the Revolving Credit Facility; provided, however, that, as a condition precedent to any such sale, transfer or other disposition, Borrower shall deliver to Administrative Agent evidence reasonably acceptable to Administrative Agent and the Required Lenders that the proceeds of such sale, transfer or other disposition shall be equal to or greater than ninety percent (90%) of the appraised value for the applicable property set forth on Schedule 6.05 hereto;

a sale of the Corporate Headquarters; and

other sales by the Borrower or any of its Subsidiaries which do not exceed $5,000,000 in any applicable fiscal year or $10,000,000 in the aggregate from and after the Effective Date;

Sale and Leaseback Transactions. Except as permitted under the provisions of Sections 6.05 and 6.14, the Borrower will not, and will not permit any other Loan Party to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

Swap Agreements. The Borrower will not, and will not permit any other Loan Party to, enter into any Swap Agreement except as approved by the Required Lenders and the Administrative Agent (such approval not to be unreasonably withheld).

Restricted Payments. The Borrower will not, nor will it permit any other Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of common stock, (ii) Subsidiaries of the Borrower may declare and pay dividends ratably with respect to their capital stock and (iii) the Borrower may make Permitted Equity Issuances and (iv) the Borrower may declare and pay Restricted Payments in respect of the Subordinated Debt and such other payments or prepayments of Subordinated Debt as may be permitted under the terms and provisions of the Subordination and Intercreditor Agreement or any other Subordination Agreement on the date hereof relating to such Subordinated Debt.

Transactions with Affiliates. The Borrower will not, nor will it permit any other Loan Party to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrower or such other Loan Party than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and any Loan Party not involving any other Affiliate, (c) transactions described on Schedule 6.09 attached hereto, and (d) any Restricted Payment permitted by Section 6.08.

Restrictive Agreements. The Borrower will not, nor will it permit any other Loan Party to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary of Borrower to pay dividends or other distributions with respect to any shares of its capital stock or membership interests or to make or repay loans or advances to the Borrower or any other Subsidiary of Borrower or to Guarantee Indebtedness of the Borrower or any other Subsidiary of Borrower; provided that the foregoing shall not apply to restrictions and conditions imposed by law, by any Loan Document or by the documents or agreements evidencing the Revolving Credit Facility.

Amendment of Material Documents. The Borrower will not, nor will it permit any other Loan Party to, amend, modify or waive any of its rights under (a) any Subordinated Debt Document except as permitted pursuant to the applicable subordination provisions set forth in such Subordinated Debt Document or as permitted in any related intercreditor agreement, or (b) its organizational documents in any manner adverse to the Lenders.

Additional Subsidiaries. The Borrower will not, and will not permit any other Loan Party to, form or acquire any Subsidiary after the Effective Date except that Borrower or any of its Subsidiaries may form, create or acquire a wholly-owned Subsidiary incorporated in a state within the United States so long as (a) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default; (b) such Subsidiary (and, where applicable, Borrower) shall execute and deliver a Guaranty (or, at the option of Administrative Agent, a joinder to the Guaranty executed concurrently herewith) and such Security Documents as the Administrative Agent or the Required Lenders may reasonably require to effectuate the provisions of this Agreement regarding Collateral to be covered by the Security Documents, and (c) Administrative Agent is given at least fifteen (15) Business Days' prior notice of such formation, creation or acquisition.< /A>

Capital Expenditures. The Borrower will not, and will not permit any other Loan Party to, permit the aggregate amount of all Capital Expenditures for Borrower and the other Loan Parties during any fiscal year of the Borrower to exceed Permitted Annual Capital Expenditures plus, for fiscal years beginning on August 28, 2004 and later, fifty percent (50%) of any unused availability for Capital Expenditures from the immediately preceding fiscal year (but not from any earlier year). Acquisitions permitted under the terms and provisions of Section 6.16 hereof shall not be treated as Capital Expenditures for purposes of this Section.

Lease Expense. The Borrower will not, and will not permit any other Loan Party to, enter into any lease agreement (other than capital leases giving rise to Capital Lease Obligations) if, after giving effect to such new lease agreement, consolidated annual rental expense of the Borrower and its Subsidiaries attributable to leases (other than capital leases giving rise to Capital Lease Obligations) would exceed $8,000,000.

Scheduled Properties. Borrower may not amend or revise the listing of properties set forth on Schedule 2.09 without the prior written consent of the Administrative Agent and the First Lien Agent; provided, however, that (x) only prior written notice to the Administrative Agent and the First Lien Agent (without any necessity for any consent by the Administrative Agent or the First Lien Agent) shall be required for the transfer of any Excluded Property (other than Store Number 25 in Corpus Christi, Texas) to Schedule 2.09 or for the transfer of the office building currently owned by Borrower to Schedule 2.09 and (y) the Administrative Agent and the First Lien Agent shall not unreasonably withhold its consent to the replacement of one or more of the properties set forth on Schedule 2.09 with another property owned by Borrower or any of its Subsidiaries (other than the office building currently owned by Borrower) so long as (a) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default; (b) the properties proposed to be removed from Schedule 2.09 shall have a value, as determined by each of the Administrative Agent and the First Lien Agent in its reasonable discretion, less than or equal to the properties which will be added to Schedule 2.09; and (c) the aggregate value, based on the appraisal valuations for any applicable properties conducted before the date of this Agreement or, if no such appraisal is available, as determined by each of the Administrative Agent and the First Lien Agent in its reasonable discretion, of all properties removed from Schedule 2.09 after the Effective Date shall not exceed $4,500,000.

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into any transaction or series of transactions for the purposes of acquiring all or a substantial portion of the assets, property and/or equity interests in and to any Person other than the acquisition by the Borrower or any Loan Party of all (but not less than all) of the equity interests in and to (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), or all or a substantial portion of the assets, property and/or operations of, any Person provided, that

the aggregate consideration paid by the Borrower and the other Loan Parties, in the aggregate from and after the Effective Date, in connection with such acquisitions shall not exceed (i) $5,000,000 until such time as the Total Leverage Ratio is less than 3.00 to 1.00 and the unpaid principal balance of the Term Loans is less than or equal to $15,000,000 and (ii) $15,000,000 at any time thereafter;

no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such acquisition;

such acquisition is of a Person in the restaurant business (or of assets used the restaurant business);

the Borrower can demonstrate, on a pro forma basis, after giving effect to such acquisition that the Total Leverage Ratio does not exceed 3.50 to 1.00;

no such acquisition may occur until such time as the unpaid principal balance of the Term Loans is less than or equal to $20,000,000;

the Borrower demonstrates to the reasonable satisfaction of the Administrative Agent and the Required Lenders that, after giving effect to the applicable acquisition, the sum of the amounts available for borrowing under this Agreement plus cash and cash equivalents owned by Borrower and its Subsidiaries shall equal or exceed (i) $10,000,000 at all such times as the Total Leverage Ratio is equal to or greater than 3.00 to 1.00 and (ii) $7,000,000 at all such times as the Total Leverage Ratio is less than 3.00 to 1.00;

the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent and the Lenders such other documents as may be reasonably requested by the Administrative Agent or the Required Lenders in connection with such acquisition; and

if any applicable acquisition provides for consideration in an amount greater than $5,000,000, then the following additional conditions shall apply:

the Borrower shall have delivered (or caused to be delivered) to the Lenders, not less than fifteen (15) Business Days prior to the proposed closing date of the acquisition, a description of the acquisition (including, without limitation, a description of the Person or assets to be acquired, the purchase price, the manner of acquisition, the payment structure and any other terms and conditions reasonably required by the Administrative Agent or the Required Lenders) and a draft copy of the purchase agreement, merger agreement or similar governing document (including schedules thereto to the extent such schedules are then available and relate to the Borrower's compliance with this Agreement, but excluding exhibits) with respect to the acquisition;

the Borrower shall have delivered (or caused to be delivered) to the Lenders, not less than fifteen (15) Business Days prior to the proposed closing date of the acquisition, the historical financial statements of the Person to be acquired, if applicable, for the most recent two (2) year period and the most recent interim financial statements of the Person to be acquired;

the Borrower shall have delivered (or caused to be delivered) to the Lenders, not less than fifteen (15) Business Days prior to the proposed closing date of the acquisition, a projected income statement, statement of cash flows and balance sheet (including, without limitation, a summary of assumptions and pro forma adjustments made in connection therewith) of the Person to be acquired, if applicable, prepared on a quarterly basis for the ensuing three (3) year period;

concurrently with the closing of the applicable acquisition, the Borrower shall have delivered (or caused to be delivered) to the Lenders all documents required pursuant to Section 6.12 hereof; and

the Borrower shall deliver (or caused to be delivered) to the Lenders, promptly after the closing date of the acquisition, (i) the final purchase agreement, merger agreement or similar governing document (including schedules and exhibits thereto) with respect to the acquisition, (ii) copies of all opinions of counsel to the seller and/or the Person to be acquired which are delivered in connection with the acquisition and (iii) evidence of the approval of the acquisition by the board of directors or equivalent governing body (or the shareholders) of the seller and/or or the Person to be acquired.

Events of Default

If any of the following events (each an "Event of Default") shall occur:

the Borrower shall fail to pay any principal of any Term Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof (including any mandatory prepayment under Section 2.09(c)) or otherwise;

the Borrower shall fail to pay any interest on any Term Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document (other than projections) furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02, 5.03(b), 5.07, 5.11, 5.12 or 5.13 or in Article VI;

the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01 and such failure shall continue unremedied for a period of 10 days.

any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clauses (a), (b), (d) or (e) of this Article), and such failure shall continue unremedied for a period of 30 days after the earlier of (i) the Borrower becoming aware of such failure and (ii) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of the Required Lenders);

the Borrower or any other Loan Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable and the same shall continue beyond all applicable grace periods;

any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;

an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any other Loan Party or their debts, or of a substantial part of their assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of their assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

the Borrower or any other Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

one or more judgments for the payment of money in an aggregate amount in excess of $2,000,000 (exclusive of amounts covered by insurance) shall be rendered against the Borrower or any other Loan Party and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any other Loan Party to enforce any such judgment;

an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

any Lien purported to be created under any Security Document shall cease to be a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents, and the same shall not be fully cured within 30 days after notice thereof to the Borrower by the Administrative Agent or the Required Lenders, or any Lien purported to be created under any Security Document shall be asserted by any Loan Party not to be a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents;

a Change in Control shall occur; or

Christopher J. Pappas and Harris J. Pappas shall fail to both be involved in the business of the Borrower (which involvement may be satisfied by such Person either serving as an executive officer active in the day-to-day business of the Borrower or serving on the board of directors of the Borrower, although at least one of the two shall be an executive officer active in the day-to-day business of the Borrower) and replacement individual(s) reasonably acceptable to Administrative Agent, shall not become involved (as described above) within 120 days after the first date upon which Christopher J. Pappas or Harris J. Pappas (as applicable) shall cease to be so involved;

then, and in every such event (other than an event with respect to the Borrower described in clauses (i) or (j) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, with the consent of the Required Lenders and shall, at the request of the Required Lenders, by notice to the Borrower declare the Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and the principal of the Term Loans then outstanding, together with accrued interest thereon and al l fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

If the Administrative Agent also becomes a Lender hereunder, the bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any of its Subsidiaries or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (iii) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or an y of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, BUT REGARDLESS OF THE PRESENCE OF ORDINARY NEGLIGENCE. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered there under or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may (and, in the event the Required Lenders so request, the Administrative Agent shall) resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges a nd duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Miscellaneous

Notices.

Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy and promptly followed by registered mail, as follows:

if to the Borrower, to it at 2211 Northeast Loop 410, San Antonio, Texas 78217, Attention: Peter Tropoli, General Counsel, (Telecopy No. (713) 863-0523;

if to the Administrative Agent, to Guggenheim Corporate Funding, LLC, 135 East 57th Street, New York, New York 10022, Attention: Todd Hearle (Telecopy No. 212-644-8107);

if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Waivers; Amendments.

No failure or delay by the Administrative Agent, or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Term Loans shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Term Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment (including any mandatory prepayment) of the principal amount of any Term Loan, or any interest thereon, or a ny fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Loan Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of "Required Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be) or (vi) release all or substantially all of the Collateral from the Liens of the Security Documents, without the written consent of each Lender; provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent and (B) no consent of the Administrative Agent or any Lender shall be required to release any Lien or security interest on any asset or Property of the Borrower or any of its Subsidiaries in connection with a sale, transfer or disposition of such asset or Property made in compliance with this Agreement.

Expenses; Indemnity; Damage Waiver.

The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent, or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotia tions in respect of such Term Loans.

The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Term Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owne d or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee, BUT THE PRESENCE OF ORDINARY NEGLIGENCE SHALL NOT AFFECT THE AVAILABILITY OF SUCH INDEMNITY.

To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraphs (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent. For purposes hereof, a Lender's "pro rata share" shall be determined based upon (without duplication) its share of the sum of the total Term Loans outstanding at such time.

To the extent permitted by applicable law, neither the Borrower nor any other Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Term Loan or the use of the proceeds thereof.

All amounts due under this Section shall be payable not later than three Business Days after written demand therefor.

Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, (except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by re ason of this Agreement.

Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Term Loans at the time owing to it).

Assignments shall be subject to the following additional conditions:

no Lender shall assign any portion of the Term Loans to any Competitor, General Electric Capital Corporation or Cerberus Partners, LP or any Affiliate of any of them;

provided that no Event of Default has occurred and is continuing, prior written notice to the Borrower in the case of any assignment other than in the case of an assignment (i) by any Lender to any other existing Lender or (ii) by any Lender to any Affiliate of such Lender;

except in the case of an assignment to any Lender or an Affiliate of any Lender or an assignment of the entire remaining amount of the assigning Lender's Term Loans, the amount of the Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) (A) shall not be less than (i) $[100,000] in the case of an assignment by any Lender to any other existing Lender or by any Lender to an Affiliate of such Lender, or (ii) $3,000,000, in the case of any other assignment and (B) (i) in the case of any assignment by any Lender other than Guggenheim, shall not result in such Lender and its Affiliates holding Term Loans in an aggregate amount which is less than $3,000,000 and (ii) in the case of any assignment by Guggenheim or any of its Affiliates shall not result in Guggenheim and its Affiliates holding Term Loans in an aggregate amount which is less than fifty on e percent (51%) of the aggregate unpaid principal balance of the Term Loans unless, in each case, each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement;

the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amount of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement including the Term Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument m ay provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(c) as though it were a Lender.

A Participant shall not be entitled to receive any greater payment under Sections 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as though it were a Lender.

Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Term Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Term Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Term Loans or the termination of this Agreement or any provision hereof.

Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the ben efit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Governing Law; Jurisdiction; Consent to Service of Process.

This Agreement shall be construed in accordance with and governed by the law of the State of Texas.

The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of each court of the State of Texas sitting in Harris County and of the United States District Court of the Southern District of Texas (Houston Division), and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Texas State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Admin istrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Interest Rate Limitation. Borrower and the Lenders intend to strictly comply with all applicable federal and Texas laws, including applicable usury laws (or the usury laws of any jurisdiction whose usury laws are deemed to apply to the Term Notes or any other Loan Documents despite the intention and desire of the parties to apply the usury laws of the State of Texas). Accordingly, the provisions of this Section shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other th an the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, using the actuarial method, during the full term of the Term Notes. In no event shall Borrower or any other Person be obligated to pay, or any Lender have any right or privilege to reserve, receive or retain, (a) any interest in excess of the maximum amount of nonusurious interest permitted under the laws of the State of Texas or the applicable laws (if any) of the United States or of any other jurisdiction, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Term Notes at the Ceiling Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate per annum by the number of days in the ca lendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document (including, without limitation, Article VII hereof) which directly or indirectly relate to interest shall ever be construed without reference to this Section, or be construed to create a contract to pay for the use, forbearance or detention of money at any interest rate in excess of the Ceiling Rate. If the term of any Term Note is shortened by reason of acceleration or maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Ceiling Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produ ces the excess, and, if such excess interest has been paid to such Lender, it shall be credited pro tanto against the then-outstanding principal balance of Borrower's obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be promptly refunded to its payor.

USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of t his Section, to (i) any assignee of or Participant in, or any prospective assignee of or prospective Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.14 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LUBY'S, INC.
a Delaware corporation

By:

/s/Christopher J. Pappas

Christopher J. Pappas,
President and Chief Executive Officer

Tax ID Number: 74-1335253

GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent

By:

/s/Todd Hearle

Name:

Todd Hearle

Title:

Attorney in Fact

UPPER COLUMBIA CAPITAL, LLC,
as Lender

By:

/s/Adrian Duffy

Name:

Adrian Duffy

Title:

Manager

Schedule 2.01
Term Commitments

Lender	Term Commitment
Upper Columbia Capital Company, LLC	$27,900,000

EX-4 6 e4w-3q4.htm SUB AND INTERCREDITOR AGREEMENT DATED 6/7/04 SUBORDINATION AND INTERCREDITOR AGREEMENT SUBORDINATION AND INTERCREDITOR AGREEMENT

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (as hereafter amended, restated or otherwise modified from time to time, the "Agreement") is entered into as of June 7, 2004 (the "Effective Date"), by and among HARRIS J. PAPPAS and CHRISTOPHER J. PAPPAS (each a "Junior Creditor" and collectively "Junior Creditors"), JPMORGAN CHASE BANK, acting in its capacity as administrative agent for the Senior Creditors (defined below) (in such capacity, together with its successors and assigns in such capacity, hereinafter called (the "Agent") and LUBY'S INC., a Delaware corporation (together with its successors and assigns, the "Credit Party"). Terms defined in Section 1, where used in the Recitals below and elsewhere in this Agreement, shall have the same meanings, where so used, as are prescribed therein.

RECITALS

The Credit Party, the Agent and Senior Lenders have executed and entered into the Senior Credit Agreement. Pursuant to the Senior Credit Agreement, the Credit Party is obligated for payment and performance of the Senior Debt and, as security therefore, the Credit Party or its subsidiaries have granted to the Agent the Senior Creditor Liens. The Credit Party has issued to the Junior Creditors the Junior Notes. As an inducement to and as one of the conditions precedent to the obligation of the Senior Creditors to extend credit to the Credit Party under the Senior Credit Agreement, the Agent and the Senior Creditors have required the execution and delivery of this Agreement by the Junior Creditors and the Credit Party. The Agent, the Junior Creditors and the Credit Party wish to enter into this Agreement on the terms provided herein.

AGREEMENT

NOW, THEREFORE, in order to induce the Agent and Senior Creditors to extend credit under the Senior Credit Agreement, and for value received, the receipt and sufficiency of which hereby are acknowledged by each of the undersigned, the parties hereto hereby agree as follows:

Definitions. The following terms shall have the following meanings in this Agreement:

"Agent" has the meaning prescribed for such term in the introductory paragraph of this Agreement and includes any successor to the Agent in such capacity.

"Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended and from time to time in effect (11 U.S.C. section 101, et seq).

"Business Day" means any day that is not a Saturday, Sunday or a day on which national banks in Houston, Texas are required or permitted under applicable law to be closed.

"Commitments" means, collectively, all commitments of Senior Creditors to extend credit under the Senior Credit Agreement.

"Credit Party" has the meanings prescribed for such term in the introductory paragraph of this Agreement.

"Equally Senior Securities" means any securities of the Credit Party or any other Person provided for by a plan of reorganization or readjustment, the payment of which is senior (at least to the extent provided in the subordination provisions of this Agreement, and in form reasonably satisfactory to the holders at the time thereof of the Senior Debt) to the payment of all Junior Debt under any such plan of reorganization or readjustment.

"Equally Subordinate Securities" means any securities of the Credit Party or any other Person provided for by a plan of reorganization or readjustment, the payment of which (a) is subordinate (at least to the extent provided in the subordination provisions of this Agreement, and in form reasonably satisfactory to the holders at the time thereof of the Senior Debt) to the payment of all Senior Debt under any such plan of reorganization or readjustment, and (b) is not subordinate to any other claim or interest of any Person.

"Indefeasibly Paid" means, with respect to the making of any payment on or in respect of any Senior Debt, a payment of such Senior Debt in full with respect to which (i) more than 90 days has passed since the date of such payment without there having been filed any Proceeding with respect to the Credit Party or (ii) in the event any Proceeding is filed within 90 days of the date of such payment, no claim of avoidance under section 547 of the Bankruptcy Code is made within 2 years of the date of commencement of such Proceeding.

"Junior Creditors" has the meaning prescribed for such term in the introductory paragraph of this Agreement.

"Junior Debt" means (i) all principal of, premium, if any, and all interest on, the Junior Notes, (ii) all other indebtedness, obligations and liabilities of the Credit Party, whether now existing or hereafter incurred or created, under or with respect to the Junior Notes or any Junior Debt Document, (including, without limitation, indemnity obligations or any claims for rescission or for damages arising under or with respect to any Junior Note or Junior Debt Documents), (iii) all obligations arising under any guaranty executed by Credit Party for the benefit of any Junior Creditor in respect of any Junior Debt and (iv) any and all renewals, extensions or rearrangements thereof.

"Junior Debt Documents" means, collectively, the Junior Notes and any and all agreements, instruments or documents now existing or hereafter executed and/or delivered in connection with the Junior Debt, pursuant to which the person executing and/or delivering same undertakes, guarantees or assures payment and/or performance of any Junior Debt or grants or purports to grant any liens, security interests, collateral assignments, mortgages, pledges or other interests in any property for the benefit of the Junior Creditors to secure the Junior Debt, or any part thereof (provided, that the foregoing reference to liens, security interests or other interests in property shall not be construed to allow the granting of any liens, security interests or other interests in property which otherwise are prohibited by the terms of this Agreement), and all other documents and instruments evidencing or governing all or any portion of the Junior Debt, in each case as the same may be modified, amended, renewed, extended, restated, supplemented or otherwise modified from time to time.

"Junior Default" means a default in the payment of the Junior Notes or any other Junior Debt Documents, or in the performance of any term, covenant or condition contained in the Junior Notes or other Junior Debt Documents, or any other occurrence which, in and of itself or with notice or the passage of time, or both, would permit any Junior Creditor to accelerate the payment of all or any portion of any Junior Debt evidenced by the Junior Notes.

"Junior Default Notice" means a written notice from the Junior Creditors or the Credit Party to the Agent pursuant to which the Agent is notified of the occurrence of a Junior Default, which notice incorporates a reasonably detailed description of such Junior Default.

"Junior Note" means the each of the certain subordinated promissory notes dated June 7, 2004 issued by the Credit Party to each of the Junior Creditors, each of which is executed by the Credit Party payable to each of the Junior Creditors, respectively, in aggregate face principal amount of $10,000,000, as listed in Schedule 1 attached to this agreement, as may be renewed, extended, modified, amended, supplemented, restated or replaced; and "Junior Notes" means, collectively, all of such notes.

"Plan" means any plan of partial or complete liquidation, reorganization, readjustment, arrangement, composition or extension, whether in a Proceeding or otherwise.

"Proceeding" means any (a) insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Credit Party, its property or its creditors as such, (b) proceeding for any liquidation, dissolution or other winding-up of the Credit Party, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) assignment for the benefit of creditors of the Credit Party or (d) other marshaling of the assets of the Credit Party.

"Senior Credit Agreement" means that certain Credit Agreement dated concurrently herewith among the Credit Party, the Agent and the Senior Creditors, and any successor or replacement credit agreement, including, without limitation, any replacement credit agreement effected by the Credit Party with any other Person in any refinancing of the Senior Debt, as any of the forgoing may be modified, amended, renewed, extended, restated, supplemented or otherwise modified from time to time.

"Senior Creditor" means each of the "Lenders" (as defined by the Senior Credit Agreement) from time to time party to the Senior Credit Agreement, and also includes any Person that is a lender or otherwise refinances the Senior Debt in any replacement or refinancing facility, and "Senior Creditors" means two or more or all of such Persons.

"Senior Creditor Collateral" means all property of the Credit Party, now owned or hereafter acquired, in which any Senior Creditor Lien is granted pursuant to the Senior Debt Documents, and all proceeds thereof.

"Senior Creditor Liens" means any and all liens, security interests, collateral assignments, pledges, mortgages or other interests in the Senior Creditor Collateral held by the Agent, for the benefit of itself or the Senior Creditors, now or hereafter existing, and any and all other liens, security interests, collateral assignments, pledges, mortgages or other interests, if any, at any time held or claimed by the Agent in any other property of the Credit Party.

"Senior Debt" means (a) all principal of, and premium, if any, and interest on, the Senior Loans (including, without limitation, any interest accruing thereon at the legal rate after the commencement of any Proceeding and any additional interest that would have accrued thereon but for the commencement of such Proceeding), (b) all reimbursement and other obligations under or in connection with any letter of credit issued by any Senior Creditor or any affiliate of such Senior Creditor, for the benefit of the Credit Party, (c) all obligations of the Credit Party under or in respect of any interest rate exchange agreement, interest rate swap agreement or other similar agreement entered into in respect of all or any portion of the Senior Debt referred to in clause (a) above, (d) all other indebtedness, obligations and liabilities of Credit Party to the Agent or any Senior Creditor, the issuer of any letter of credit under the Senior Credit Agreement or any other holder of any such indebtedness or obligations, whether now existing or hereafter incurred or created, under or with respect to any Senior Debt Document, (including, without limitation, obligations arising under any guaranty executed by any such Credit Party for the benefit of the Agent or any Senior Creditor in respect of any Senior Debt described herein, or under any claims for rescission or for damages arising under or with respect to the Senior Debt Documents), (e) all indebtedness and obligations arising in connection with any refinancings, refundings, replacements or increases of any of the foregoing, whether with the Senior Creditors, or any of them, or with any other Person and (f) any and all renewals, extensions or rearrangements of any of the foregoing. Without limiting the extent and generality of the forgoing, "Senior Debt" includes all indebtedness and obligations included within the "Obligations" (as the same may be renewed, refinanced, or increased) as defined by the Senior Credit Agreement (which definit ion is incorporated herein by reference).

"Senior Debt Documents" means, collectively, the Senior Credit Agreement, and any and all agreements, instruments or documents now existing or hereafter executed in connection with the Senior Debt, pursuant to which the person executing same undertakes, guarantees or assures payment and/or performance of any Senior Debt or grants or purports to grant any liens, security interests, collateral assignments, mortgages, pledges or other interests in any property to the Agent, or otherwise for the benefit of Senior Creditors, to secure the Senior Debt, or any part thereof, and all other documents and instruments evidencing or pertaining to all or any portion of the Senior Debt, in each case as the same may be modified, amended, renewed, extended, restated, supplemented, refinanced or otherwise modified from time to time from time to time. Without limiting the extent and generality of the forgoing, "Senior Debt Documents" includes all "Loan Documents"as defined by the Senior Credit Agreeme nt (which definition is incorporated herein by reference).

"Senior Default" means any "Default" as defined by the Senior Credit Agreement (which definition is incorporated herein by reference) or any event or condition, howsoever defined, under any replacement or refinancing facility that with notice or the passage of time, or both, would be a Senior Event of Default.

"Senior Event of Default" means any "Event of Default" as defined by the Senior Credit Agreement (which definition is incorporated herein by reference) or any event or condition, howsoever defined, under any replacement or refinancing facility that would give any holder of the Senior Debt, or the Agent or any other agent on behalf of any such holder, the right to accelerate the Senior Debt or any portion thereof.

"Senior Loans" means all "Revolving Loans" as defined by the Senior Credit Agreement (which definition is incorporated herein by reference) or other loans or advances thereunder, outstanding from time to time, and any loans constituting Senior Debt made in any replacement or refinancing facility, whether with Senior Creditors, or any of them, or with any other Person.

"Senior Payment Default" means an event, condition or default which with the giving of notice, the passage of time or both would be a Senior Payment Event of Default.

"Senior Payment Event of Default" means any Senior Event of Default arising from default in the payment of any Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise.

"Subsidiary" has the meaning prescribed for such term as defined by the Senior Credit Agreement (which definition is incorporated herein by reference).

Junior Debt Subordination. Until all Senior Debt shall first be Indefeasibly Paid and the Commitments terminated, each Junior Creditor agrees, for itself and each holder of the Junior Debt, and their respective successors and assigns, that the Junior Debt hereby is expressly subordinated and junior in right of payment and claim to the prior payment of all Senior Debt in the manner and to the extent set forth in this Agreement, provided, that subject to Sections 2(a), 2(b) and 2(c) below, the Credit Party may pay, and the holders of the Junior Debt may take, receive and retain, regularly scheduled payments of accrued interest when due under the terms of the Junior Note.

(a) Upon the occurrence of a Senior Payment Default or a Senior Payment Event of Default then, unless and until such Senior Payment Default or Senior Payment Event of Default shall have been remedied or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities or by set-off or otherwise), including any payment to the holder of any Junior Debt by reason of the subordination of any indebtedness or other obligation to, or any guarantee of, such Junior Debt, shall be paid by the Credit Party or taken, received or retained by any Junior Creditor, on account of any Junior Debt, or as a sinking fund for any Junior Debt, or in respect of any redemption, retirement, purchase or other acquisition of any of the Junior Debt.

(b) Upon the happening of a Senior Default or a Senior Event of Default (other than under circumstances when the terms of Sections 2(a) or 2(c) are applicable), then, unless and until such Senior Default or Senior Event of Default shall have been remedied or waived in writing by the Agent or shall have ceased to exist, no direct or indirect payment (in cash, property or securities or by set-off or otherwise), including any payment to the holder of any Junior Debt by reason of the subordination of any indebtedness or other obligation to, or any guarantee of, such Junior Debt) shall paid by the Credit Party or taken, received or retained by any Junior Creditor, on account of any Junior Debt, or as a sinking fund for any Junior Debt, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Debt, during the period of 180 days after written notice of such Senior Default or Senior Event of Default shall have been given by the Agent to the Cre dit Party and to the Junior Creditors, provided, that upon expiration of such 180 day period, and provided that no event described in Sections 2(a) or 2(c) then exists, the holders of the Junior Debt shall be entitled to receive only such payments in respect thereof that constitute scheduled payments of accrued interest due and payable on the Junior Notes within such period.

(i) All Senior Debt shall first be Indefeasibly Paid and the Commitments terminated before any payment (including any payment which may be payable to the holder of any Junior Debt by reason of the subordination of any indebtedness or other obligation to, or any guarantee of, such Junior Debt) or distribution of any kind, whether in cash, securities or other property (excluding Equally Subordinate Securities to the extent set forth in the proviso to Section 2(b)), shall be made to any holder of any Junior Debt on account of such Junior Debt.

(ii) Any payment (including any payment which may be payable to the holder of any Junior Debt by reason of the subordination of any indebtedness or other obligation to, or guarantee of, such Junior Debt) or distribution of any kind or character, whether in cash, securities or other property (excluding Equally Subordinate Securities to the extent set forth in the proviso to this Section 2(c)(ii)), which would otherwise (but for the subordination provisions of this Agreement) be payable or deliverable in respect of any Junior Debt shall be paid or delivered directly to the Agent, for the benefit of the holders of the Senior Debt (or if, at the time of such payment or distribution there shall be no Agent, then to such holders), for application in payment of the Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt shall have been Indefeasibly Paid in full and the Commitments terminated; provided, however, that no such delive ry to the Agent, or such holders of the Senior Debt, shall be made of stock or obligations which are issued pursuant to reorganization proceedings or dissolution or liquidation proceedings, or upon any merger, consolidation, sale, lease, transfer or other disposal not prohibited by the provisions of the Senior Debt Documents (any such event a "Restructuring"), by any the Credit Party, as reorganized, or by the corporation succeeding to the Credit Party or acquiring its property and assets, as the case may be, if such stock or obligations are Equally Subordinate Securities and either (i) the Senior Debt shall have been Indefeasibly Paid in full or (ii) the Senior Creditors shall have received debt or equity securities that constitute Equally Senior Securities (or any combination thereof) in substitution for the Senior Debt as part of such Restructuring in an aggregate principal amount equal to the aggregate principal amount of the Senior Debt immediately prior to such Restructuring.

(iii) Each holder of Junior Debt shall retain the right to vote and otherwise act in any Proceeding (including, without limitation, the right to vote to accept or reject any Plan proposed in any Proceeding), provided, that no such holder shall vote with respect to any such Plan or take any other action in any way so as to contest (i) the validity of any liens or security interests granted to, or for the benefit of, the holders of any Senior Debt, (ii) the relative rights and duties of the holders of the Senior Debt as established in the Senior Debt Documents with respect to such liens and security interests, or (iii) the enforceability of any Senior Debt Document or this Agreement; and provided further, that in the event any holder of Junior Debt fails to vote any claim in respect of any Junior Debt in connection with any Proceeding prior to 5 Business Days before the expiration of the time to vote any such claim, then the Agent, for the holders of the Senior Debt is hereby irrevocably authorized to have the right (but not the obligation) to vote such claim, and is hereby authorized to vote such claim for and on behalf of such holder of Junior Debt. In the event any holder of Senior Debt votes any claim in accordance with the authority granted hereby, no holder of any Junior Debt shall be entitled to change or withdraw such vote.

(iv) If the holder of any Junior Debt does not file a proper claim, proof of debt, amendment of proof of debt, petition or other document as shall be necessary in order to have such Junior Debt allowed in any such Proceeding, and in the form required in any such Proceeding, prior to 30 days before the expiration of the time to file such claim, proof of debt, amendment of proof of debt, petition or other document, then the Agent is hereby irrevocably authorized to have the right (but not the obligation) to file, and is hereby authorized to file, an appropriate claim, proof of debt, amendment for and on behalf of such holder of Junior Debt.

Lien Priorities.

(a) The Senior Creditor Liens, and all rights of the Agent and any other holder of the Senior Creditor Liens, in and to the Senior Creditor Collateral are and shall be first, senior and prior to any liens, security interests, collateral assignments, mortgages, pledges, claims or other rights at any time claimed by the Junior Creditors, or any of them, in any property of the Credit Party.

(b) The Junior Creditors each hereby expressly disclaims any interest in any property of the Credit Party and hereby expressly subordinates to the Agent and the Senior Creditors all right, title and interest which it may hereafter have or acquire from the Credit Party in and to any Senior Creditor Collateral (provided that the foregoing shall not be construed to authorize the Credit Party to grant to the Junior Creditors, or any of them, or for any Junior Creditor to acquire or obtain, any security interest, lien, collateral assignment, mortgage, pledge or other interest in any Senior Creditor Collateral).

(c) The priorities agreed to and established by this Section 3 are applicable irrespective of the manner or order of creation, attachment or perfection, the time or order of filing of any financing statement or the time of giving or failure to give any notice, or of any other priority that might otherwise exist under applicable law exclusive of this Agreement.

Limitation on Actions, Remedies. Each Junior Creditor agrees, and each other holder of any Junior Debt, by its acceptance of any instrument evidencing any Junior Debt, agrees that:

(a) Until the Senior Debt is Indefeasibly Paid and the Commitments terminated it will not at any time, without the prior written consent of the holders of all of the Senior Debt (i) commence, prosecute or participate in any administrative, legal or equitable action against the Credit Party to collect or enforce any Junior Debt, (ii) commence, prosecute, or participate in commencing or prosecuting, any Proceeding, or (iii) take any action to enforce or exercise remedies against or in respect of any property of the Credit Party included in the Senior Creditor Collateral.

(b) Until the Senior Debt is Indefeasibly Paid in full and the Commitments terminated, the Credit Party agrees that it will not grant or convey to any Junior Creditor, and each Junior Creditor agrees that it will not acquire or obtain from the Credit Party or any other Person, any lien, security interest or other interest in any property of the Credit Party.

(c) If, in violation of the provisions herein set forth, any Junior Creditor shall commence, prosecute or participate in any suit, action, case or Proceeding against or with respect to the Credit Party, then the Credit Party may interpose as a defense or plea the provisions set forth herein, and the Agent or any holder of any Senior Debt may intervene and interpose such defense or plea in its own name or in the name of the Credit Party, and shall, in any event, be entitled to restrain the enforcement of the payment provisions of the Junior Debt, or of remedies in respect of property of the Credit Party included in the Senior Creditor Collateral, in its own name or in the name of applicable Credit Party, as the case may be, in the same suit, action, case or Proceeding or in any independent suit, action, case or Proceeding, to the extent any such enforcement would be in violation of this Agreement.

Turnover of Improper Payments. If any payment or distribution of any character, whether in cash, securities or other property shall be received by any Junior Creditor or any other holder of any Junior Debt in contravention of any of the terms hereof and before all the Senior Debt shall have been Indefeasibly Paid and the Commitments terminated, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the Agent for the benefit of the holders of the Senior Debt at the time outstanding (or if, at such time, there shall be no Agent, then to each such holder), for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the failure of any holder of any Junior Debt to endorse or assign any such payment, distribution or security, the Agent is hereby irrevocably authorized to endorse or assign the same.

No Prejudice or Impairment.

(a) The rights of the Agent, the Senior Creditors and any other holders of any Senior Debt as against the holders of any Junior Debt, and the rights and obligations of the Junior Creditors, in each case as provided by this Agreement, shall remain in full force and effect without regard to, and shall not be impaired by any circumstance, including without limitation:

(i) any act or failure to act on the part of the Credit Party; or

(ii) any extension or indulgence in respect of any payment or prepayment of any Senior Debt or any part thereof or in respect of any other amount payable to any holder of any Senior Debt; or

(iii) any amendment, modification, extension, supplement or restatement, or waiver of, deletion from or compromise, release, consent or other action in respect of, any of the terms of any Senior Debt, any Senior Debt Document or any other agreement which may be made relating to any Senior Debt; or

(iv) any extension of credit under the Senior Debt Documents, whether or not the Senior Lenders were obligated to make such extension of credit and notwithstanding any noncompliance with, or failure of, any condition precedent to any such extension of credit, or any increase in the amount of the Senior Debt; or

(iv) any exercise or non-exercise by the holder of any Senior Debt of any right, power, privilege or remedy under or in respect of such Senior Debt, the Senior Debt Documents or any waiver of any such right, power, privilege or remedy or of any default in respect of such Senior Debt, the Senior Debt Documents or this Agreement, or any receipt by the holder of any Senior Debt of any security, or any failure by such holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Debt; or

(v) any merger or consolidation of the Credit Party or any of its subsidiaries into or with any other Person, or any sale, lease or transfer of any or all of the assets of the Credit Party or any of its subsidiaries to any other Person; or

(vi) absence of any notice to, or knowledge by, any holder of any Junior Debt of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) through (v).

(b) Each holder of any Junior Debt unconditionally waives, for the benefit of the Agent, the Senior Creditors and any other holder of the Senior Debt and subject to Section 26, (i) notice of any of the matters referred to in Section 6(a), (ii) all notices which may be required, whether by statute, rule of law or otherwise, to preserve intact any rights of any holder of any Senior Debt against the Credit Party, including, without limitation, any demand, presentment and protest, proof of notice of nonpayment under any Senior Debt or the Senior Debt Documents, and notice of any failure on the part of the Credit Party to perform and comply with any covenant, agreement, term or condition of the Senior Debt or the Senior Debt Documents, excluding, however, notices required hereunder to initiate the applicable blockage periods under Section 2(b), (iii) any right to require any enforcement, assertion or exercise by any holder of any Senior Debt of any right, power, privileg e or remedy conferred in such Senior Debt or the Senior Debt Documents, or otherwise, (iv) any requirement of diligence on the part of the Agent or any holder of any of the Senior Debt, (v) any requirement on the part of the Agent or any holder of any Senior Debt to mitigate damages resulting from any default under such Senior Debt or the Senior Debt Documents, and (vi) any notice of any sale, transfer or other disposition of any Senior Debt or Senior Lien by any holder thereof.

(c) The obligations of the holders of Junior Debt under this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in respect of any Senior Debt, or any other payment to any holder of any Senior Debt in its capacity as such, is rescinded or must otherwise be restored or returned by the holder of such Senior Debt upon the occurrence of any Proceeding, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Credit Party or any substantial part of the Credit Party's property, or otherwise, all as though such payment had not been made. Without limiting the foregoing, if at any time after the Senior Debt is Indefeasibly Paid, any Senior Creditor is required to repay any amount received by it in respect of the Senior Debt, then the Junior Creditor shall pay to the Agent, for the benefit of the Senior Creditors, the lesser of the aggregate amount received by the Junior Cre ditor in respect of the Junior Debt since the date the Senior Debt was Indefeasibly Paid or the amount of any such required repayment.

7. Credit Party's Obligations Absolute.

(a) Nothing contained herein shall impair, as between the Credit Party and the holder of any Junior Debt, the obligation of the Credit Party to pay to the holder thereof all amounts payable in respect of such Junior Debt as and when the same shall become due and payable in accordance with the terms thereof or prevent the holder of any Junior Debt from exercising all rights, powers and remedies otherwise permitted by applicable law or upon a default or event of default under the Junior Note or any Junior Debt Document, all subject, however, to the rights of the holders of the Senior Debt and the obligations of the Junior Creditors as set forth in this Agreement, including without limitation as provided by Sections 2, 4 and 7(b).

(b) The Junior Creditors expressly (a) agree to the provisions of this Agreement which require the Credit Party to make or hold payments which would otherwise be payable or deliverable in respect of, or on account of, any Junior Debt to the holders of the Senior Debt (collectively, the "Priority Payment Provisions"); (b) request and direct the Credit Party to comply with all such Priority Payment Provisions and all other provisions of the same or similar tenor described in this Agreement; (c) release the Credit Party from, and waive any right to assert, any claim against Credit Party for complying with the terms of the Priority Payment Provisions; and (d) agree that compliance by the Credit Party with the terms of the Priority payment Provisions shall not be deemed to be a breach or default under the Junior Debt or the Junior Debt Documents.

8. Subrogation. No holder of any Junior Debt shall have any subrogation or other rights as a holder of any Senior Debt or Senior Liens, and each holder of any Junior Debt hereby waives all such rights of subrogation and all rights of reimbursement or indemnity whatsoever and all rights of recourse to any security for any Senior Debt, until such time as all the Senior Debt shall be Indefeasibly Paid and the Commitments terminated and all of the obligations of the Credit Party under the Senior Debt and the Senior Debt Documents shall have been duly performed. From and after the time at which all Senior Debt shall have been Indefeasibly Paid and the Commitments terminated, the holders of the Junior Debt shall be subrogated to all rights of any holders of Senior Debt to receive any further payments or distributions applicable to the Senior Debt until the Junior Debt shall have been Indefeasibly Paid or such payment shall have been provided for in a manner satisfactory to all of the h olders of Junior Debt, and for the purposes of such subrogation, no payment or distribution received by the holders of Senior Debt of cash, securities or other property to which the holders of the Junior Debt would have been entitled except for these subordination provisions shall, as between the Credit Party and its respective creditors other than the holders of Senior Debt, on the one hand, and the holders of the Junior Debt, on the other, be deemed to be a payment or distribution by the Credit Party to or on account of the Senior Debt.

9. Legend on Junior Debt. The Credit Party and the Junior Creditors shall cause each Junior Note, and each other instrument at any time evidencing any Junior Debt, to contain the following legend conspicuously noted on the face thereof:

"THIS [NAME OF INSTRUMENT] IS SUBJECT TO THE SUBORDINATION PROVISIONS SET FORTH IN THE CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF June 7, 2004, AMONG HARRIS J. PAPPAS, CHRISTOPHER J. PAPPAS, JPMORGAN CHASE BANK, AS AGENT, AND CERTAIN OTHER PERSONS SIGNATORY THERETO (INCLUDING EACH SUCH PARTY'S SUCCESSORS AND ASSIGNS). A COPY OF THIS AGREEMENT IS ON FILE AT THE OFFICE OF THE ISSUER HEREOF AND IS AVAILABLE FOR INSPECTION AT SUCH OFFICE."

10. Other Subordination Agreements. Until all Senior Debt shall have been Indefeasibly Paid and the Commitments terminated, without the consent of the Agent and the holders of all of the Senior Debt, no holder of any Junior Debt shall, directly or indirectly, agree to subordinate such Junior Debt to any indebtedness, obligations or liabilities other than the Senior Debt.

11. Modifications to Senior Debt or Junior Debt. The Senior Debt Documents may be modified, amended, supplemented or restated, and any indebtedness or obligations thereunder may be renewed, extended, increased, rearranged or refinanced without the prior consent of the Junior Creditors. No modification, amendment, supplement, restatement or replacement of the Junior Debt which (i) increases the principal of any Junior Note, (ii) increases the interest rate payable under any Junior Note, (iii) shortens the time for payment of any amount payable by the Credit Party under the Junior Note or any Junior Debt Document or (iv) causes the Credit Party's performance obligations under the Junior Debt Documents to be materially more burdensome to the Credit Party than exist as of the Effective Date, shall be effective without the prior consent of the Agent.

12. No Conflict. Each Junior Creditor hereby consents to the Senior Loan Documents and each and all of the terms and provisions thereof, and to the execution, delivery and performance thereof by the Credit Party, and to any act or omission taken by any Credit Party, or any event or condition, required or allowed pursuant the Senior Loan Documents or any consent, amendment or waiver granted by the Agent or the Senior Creditors thereunder, and agrees that none of the foregoing shall be deemed to be a breach or default under the Junior Debt or the Junior Debt Documents. The provisions of this Section 12 shall survive any termination of this Agreement and remain in full force and effect for a period of 91 days after the Senior Debt has been Indefeasibly Paid and the Commitments have been terminated.

13. Continued Effectiveness of this Agreement. The provisions of this Agreement are intended to and shall be enforceable at all times, notwithstanding the commencement or continuation of any Proceeding.

14. No Contest. Each Junior Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents or the Senior Creditor Liens.

15. Representations and Warranties. Each Junior Creditor hereby represents and warrants to the Agent as follows:

(a) This Agreement, when executed and delivered, will constitute the valid and legally binding obligation of such Junior Creditor, enforceable in accordance with its terms, except as enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity.

(b) Such Junior Creditor is the sole owner, beneficially and of record, of the Junior Note which is payable to such Junior Creditor, and the Junior Debt evidenced thereby.

(d) There are no Junior Debt Documents other than the Junior Notes.

16. Junior Default Notice. The Junior Creditors and the Credit Party shall provide the Agent with a Junior Default Notice upon the occurrence of each Junior Default, and Junior Creditors shall notify the Agent in the event any such Junior Default thereafter is cured or waived.

17. Cumulative Rights, No Waivers. Each and every right, remedy and power granted to the Agent hereunder shall be cumulative and in addition to any other right, remedy or power specifically granted herein, in the Senior Credit Agreement or the other Senior Debt Documents or now or hereafter existing in equity, at law, by virtue of statute or otherwise, and may be exercised by the Agent, from time to time, concurrently or independently and as often and in such order as the Agent may determine. Any failure or delay on the part of the Agent in exercising any such right, remedy or power, or abandonment or discontinuance of steps to enforce the same, shall not operate as a waiver thereof or affect the rights of the Agent thereafter to exercise the same, and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power, and no such failure, delay, abandonment or single or pa rtial exercise of the rights of the Agent hereunder shall be deemed to establish a custom or course of dealing or performance among the parties hereto.

18. Modification. No waiver of any provision of this Agreement, or consent to any departure therefrom by any Junior Creditor, shall be effective in any event unless the it is in writing and signed by the Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose given. Neither this Agreement, nor any provision hereof, may be amended or modified except pursuant to an agreement in writing entered into among the Agent, the Junior Creditors and the Credit Party. Any notice to or demand made by the Agent which is not expressly required of the Agent hereunder shall not itself entitle the Junior Creditors or the Credit Party to any other or further notice or demand in any same, similar or other circumstances.

19. Further Assurance. The Credit Party and the Junior Creditors at any time and from time to time after execution and delivery of this Agreement, at the request of the Agent, shall promptly execute and deliver such further documents and do such further acts and things as the Agent reasonably may request that may be necessary in order to effect fully the purposes of this Agreement, including, without limitation, any amendment or restatement of this Agreement or release or termination of any financing statement.

20. Notices. Except as otherwise provided herein, all notices and correspondence hereunder shall be in writing and sent by certified or registered mail, return receipt requested, or by overnight delivery service, with all charges prepaid, or by telecopy transmission, promptly confirmed in writing sent by first-class mail to the following addresses:

(a) If to Junior Creditors:

Christopher J. Pappas and Harris J. Pappas

642 Yale

Houston, Texas 77007

(b) If to any Credit Party:

Luby's Inc.

2211 Northeast Loop 410

San Antonio, Texas 78217

JPMorgan Chase Bank

712 Main Street

Houston, Texas 77002

Attention: Manager, Corporate Banking

or in any case, to such other address as the party addressed shall have previously designated by written notice to the serving party, given in accordance with this Section 20. All such notices and correspondence shall be deemed given (a) if sent by certified or registered mail, 3 Business Days after being postmarked, (b) if sent by overnight delivery service, when received at the above stated addresses and (c) if sent by telecopy transmission, upon transmission of such transmission as evidenced by telecopy transmission confirmation.

21. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

22. Assignment of Junior Debt. Neither the Junior Debt, nor any portion thereof, may be transferred or assigned to any Person unless prior to or at the time of such transfer or assignment such transferee or assignee agrees in writing, in form and substance satisfactory to the Agent, to be bound by this Agreement.

23. Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Agent and the Senior Creditors and shall be binding upon the successors and assigns of the Agent, the Senior Creditors, the Junior Creditors and the Credit Party.

24. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be valid as an original. A telecopy of any such executed counterpart shall be deemed valid as an original.

25. Defines Rights of Creditors. The provisions of this Agreement are solely for the purpose of defining the relative rights of the Agent and the Senior Creditors, on the one hand, and the Junior Creditors, on the other hand, and shall not be deemed to create any rights or priorities in favor of any other Person, including, without limitation, the Credit Party or any debtor-in-possession or trustee in bankruptcy in any Proceeding.

26. Conflict. In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the Junior Debt Documents, the provisions of this Agreement shall control and govern. For purposes of this Section, to the extent that any provisions of any of the Junior Debt Documents provide rights, remedies and benefits to the Agent or the Senior Creditors that exceed the rights, remedies and benefits provided to the Agent or the Senior Creditors under this Agreement, such provisions of the applicable Junior Debt Documents shall be deemed to supplement (and not to conflict with) the provisions hereof.

27. Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

28. Termination. This Agreement shall terminate upon the Indefeasible Payment of the Senior Debt and termination of the Commitments.

29. JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS RELATED HERETO.

30. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

31. Execution; Entire Agreement. A telecopy or other electronic transmission of any executed counterpart of this Agreement shall be deemed valid as an original.

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES REGARDING THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.

JPMORGAN CHASE BANK,
as Agent

By:

Authorized Agent

Name:

Title:

/s/Harris J. Pappas

HARRIS J. PAPPAS, an individual

/s/Christopher J. Pappas

CHRISTOPHER J. PAPPAS, an individual

LUBY'S, INC.

By:

/s/Gasper Mir, III

Name:

Gasper Mir, III

Title:

Chairman of the Board

GUARANTORS' ACKNOWLEDGMENT

By signing below, each Guarantor (i) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Subordination and Intercreditor Agreement, (ii) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Subordination and Intercreditor Agreement or any of the provisions contemplated herein, (iii) ratifies and confirms its obligations under its Guaranty, and (iv) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.

LUBY'S HOLDINGS, INC.

By:

/s/Gasper Mir, III

Name:

Gasper Mir, III

Title:

Chairman of the Board

LUBCO, INC.

By:

/s/Gasper Mir, III

Name:

Gasper Mir, III

Title:

Chairman of the Board

LUBY'S LIMITED PARTNER, INC.

By:

/s/Gasper Mir, III

Name:

Gasper Mir, III

Title:

Chairman of the Board

LUBY'S MANAGEMENT, INC.

By:

/s/Gasper Mir, III

Name:

Gasper Mir, III

Title:

Chairman of the Board

LUBY'S RESTAURANTS LIMITED PARTNERSHIP

By:

LUBY'S MANAGEMENT, INC., its
general partner

By:

/s/Gasper Mir, III

Name:

Gasper Mir, III

Title:

Chairman of the Board

SCHEDULE 1

SUBORDINATION AND INTERCREDITOR AGREEMENT

JUNIOR NOTES

Junior Creditor	Face Amount
Christopher J. Pappas	$5,000,000
Harris J. Pappas	$5,000,000

EX-4 7 e4x-3q4.htm INTERCREDITOR AGREEMENT DATED 6/7/04 Intercreditor Agreement - Term Loan INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT ("Agreement") is dated effective as of June 7, 2004. The parties to it are GUGGENHEIM CORPORATE FUNDING, LLC, in its capacity as Administrative Agent ("Second Lien Agent") for the financial institutions now or hereafter party to the Second Lien Credit Agreement (hereinafter defined), LUBY'S, INC., a Delaware corporation (the "Borrower"), and JPMORGAN CHASE BANK, in its capacity as Administrative Agent ("First Lien Agent") for the financial institutions now or hereafter party to the First Lien Credit Agreement (hereinafter defined).

RECITALS:

Reference is hereby made to that certain Credit Agreement dated concurrently herewith executed by and among Borrower, Second Lien Agent and certain financial institutions therein named (the "Second Lien Credit Agreement") and to the Notes and other Loan Documents, as each such term is described and defined in the Second Lien Credit Agreement. All liens, security interests and assignments now or hereafter securing payment or performance of such Notes or the Second Lien Credit Agreement or such other Loan Documents are herein called "Second Liens." The term "Second Lien Creditors" as used herein shall mean the financial institutions now or hereafter parties to the Second Lien Credit Agreement.

Reference is hereby made to that certain Credit Agreement dated concurrently herewith executed by and among Borrower, First Lien Agent and certain financial institutions therein named (the "First Lien Credit Agreement") and to the Notes and other Loan Documents, as each such term is described and defined in the First Lien Credit Agreement. All liens, security interests and assignments now or hereafter securing payment or performance of such Notes or the First Lien Credit Agreement or such other Loan Documents are herein called "First Liens." The term "First Lien Creditors" as used herein shall mean the financial institutions now or hereafter parties to the First Lien Credit Agreement. Terms used herein with their initial letters capitalized which are not otherwise defined herein shall have the meanings ascribed to such terms in the First Lien Credit Agreement.

AGREEMENTS:

In consideration of the premises and the mutual agreements herein set forth, Borrower, Second Lien Agent and First Lien Agent hereby agree as follows:

As used in this Agreement, the following terms shall have the respective meanings indicated:

Permitted Junior Securities shall mean equity interests in the Borrower or debt securities that are subordinated to all First Lien Indebtedness (and any debt securities issued in exchange for First Lien Indebtedness) to substantially the same extent as, or to a greater extent than, the Second Lien Indebtedness is subordinated to First Lien Indebtedness pursuant to this Agreement.

First Lien Indebtedness shall mean all indebtedness now or hereafter existing under the First Lien Credit Agreement and the other Loan Documents, including, without limitation, all indebtedness evidenced by the Notes and all renewals, extensions, replacements, rearrangements, refundings and modifications of such Notes; provided, that the principal amount of such indebtedness shall not exceed $50,000,000. The First Lien Indebtedness shall include all amounts under any Swap Agreement and all amounts accruing subsequent to the filing of any bankruptcy, receivership, insolvency or like petition. Without limiting the generality of the foregoing, First Lien Indebtedness shall include all obligations arising under the First Lien Credit Agreement for fees, to indemnify, to reimburse for expenses and to reimburse for advances (whether for the payment of taxes, insurance premiums, the preservation or protection of property or the title thereto or for any other reason).

Second Lien Indebtedness shall mean all indebtedness now or hereafter existing under the Second Lien Credit Agreement and the other Loan Documents (as defined in the Second Lien Credit Agreement), including, without limitation, all indebtedness evidenced by the Notes (as defined in the Second Lien Credit Agreement) and all renewals, extensions, rearrangements and modifications of such Notes. The Second Lien Indebtedness shall include amounts accruing subsequent to the filing of any bankruptcy, receivership, insolvency or like petition. Without limiting the generality of the foregoing, Second Lien Indebtedness shall include all obligations arising under the Second Lien Credit Agreement for fees, to indemnify, to reimburse for expenses and to reimburse for advances (whether for the payment of taxes, insurance premiums, the preservation or protection of property or the title thereto or for any other reason). Second Lien Agent has provided to First Lien Agent true and correct co pies of the Second Lien Credit Agreement and the other Loan Documents (as defined in the Second Lien Credit Agreement) in effect as of the date hereof.

Unless and until all First Lien Indebtedness shall have been fully paid and satisfied and the obligation of First Lien Creditors under the First Lien Credit Agreement to make any further loans or advances to Borrower shall have ceased and terminated, the Second Lien Creditors and the Second Lien Agent will not, except as expressly otherwise provided in Section 23 hereof, (a) ask, demand, sue for, take or receive, or retain, from Borrower or any other person or entity, by setoff or in any other manner, payment of all or any part of the Second Lien Indebtedness, or (b) ask, demand or receive any additional security for the Second Lien Indebtedness.

Upon any distribution of the assets of Borrower in connection with any dissolution, winding up, liquidation or reorganization of Borrower (whether in any bankruptcy, reorganization, readjustment or arrangement of debt, suspension of payments, receivership, liquidation or insolvency or similar law or statute now or hereafter in effect ("Proceedings") or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Borrower or otherwise), First Lien Agent (for the benefit of First Lien Creditors) shall first be entitled to receive payment in full of all First Lien Indebtedness before Second Lien Creditors shall be entitled to receive any payment (except for Permitted Junior Securities) in respect of the Second Lien Indebtedness. Upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of Borrower of any kind or character, whether in cash, property or securities, to which Second Lien Cre ditors would be entitled except for the provisions of this Agreement (including any such payment or distribution which may be payable or deliverable by virtue of the provisions of any securities which are subordinated as junior in right of payment to the Second Lien Indebtedness) shall be made by the liquidating trustee or agent or other persons making such payment or distribution (whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise) (a "Paying Party"), or if received by Second Lien Agent or a Second Lien Creditor, by Second Lien Agent or such Second Lien Creditor, directly to First Lien Agent (for the benefit of First Lien Creditors), to the extent necessary to pay in full the First Lien Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to First Lien Agent (for the benefit of First Lien Creditors). Second Lien Agent hereby authorizes and directs each Paying Party to pay over to First Lien Agent (for the benefit of First Lien Cred itors) upon demand by First Lien Agent, all such payments or distributions without the necessity of any inquiry as to the status or balance of the First Lien Indebtedness, and without further notice to or consent of Second Lien Creditors.

After the occurrence and during the continuation of an Event of Default, the Second Lien Creditors shall have the right, but not the obligation, to purchase all (but not less than all) of the First Lien Indebtedness from the First Lien Creditors by payment to the First Lien Creditors of (a) an amount equal to the outstanding principal amount of the Revolving Loans and all accrued and unpaid interest and fees thereon as of the date of such payment, and (b) an amount, for deposit in account with the First Lien Agent as cash collateral for the Letters of Credit, equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon. All amounts owing or to become owing to any First Lien Creditors under any Swap Agreements shall continue as "First Lien Indebtedness" following the closing of a purchase under this provision. The First Lien Agent shall deliver to the Second Lien Agent a copy of any written notice given to Borrower regarding the occurrence of a Default or an E vent of Default substantially concurrently with the delivery of such notice to Borrower. In addition, First Lien Agent agrees that it will provide written notice to the Second Lien Agent at least ten (10) days prior to the exercise of any remedies under the First Lien Credit Agreement or any of the Loan Documents arising by reason of the occurrence of a Default or an Event of Default (other than the giving of a notice of a Blockage Period (hereinafter defined), which shall not require an additional notice period).

Second Lien Creditors and Second Lien Agent hereby irrevocably authorize and empower First Lien Agent to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor, to execute, sign, endorse, transfer and deliver any and all receipts and instruments, and to file claims and take such other proceedings, all in the name of Second Lien Creditors or Second Lien Agent, or otherwise, as First Lien Agent may deem necessary or advisable for the enforcement of this Agreement, but First Lien Agent has no obligation to do so. Second Lien Creditors and Second Lien Agent hereby (i) agree duly and promptly to take such action as may be reasonably required by First Lien Agent to collect the Second Lien Indebtedness for the account of First Lien Agent (for the benefit and at the expense of First Lien Creditors) and/or to file appropriate proofs of claim in respect of the Second Lien Indebtedness and (ii) agree to execute and deliver to First Lien Agent or its representatives on demand such powers of attorney, proofs of claim and other instruments as may be requested by First Lien Agent or its representatives in order to enable First Lien Agent to enforce any and all claims upon or with respect to the Second Lien Indebtedness, to collect and receive any and all such payments or distributions which may be payable or deliverable at any time upon or with respect to the Second Lien Indebtedness.

In the event any payment or distribution of assets of Borrower of any kind or character, whether in cash, property or securities, and whether or not pursuant to any dissolution, winding up, liquidation or reorganization, not permitted by or in accordance with the provisions of this Agreement shall be received by Second Lien Agent or any Second Lien Creditor, such payment or distribution to Second Lien Agent or such Second Lien Creditor shall not be commingled with other funds and shall be held in trust for the benefit of, and shall be paid over or delivered to, First Lien Agent, or to its representative, in precisely the form received (except for the endorsement or assignment of Second Lien Agent or such Second Lien Creditor where necessary). In the event of any failure by Second Lien Agent or such Second Lien Creditor to make any such endorsement or assignment, First Lien Agent is hereby irrevocably authorized to make same.

The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of Second Lien Agent and Second Lien Creditors, on the one hand, and First Lien Agent and First Lien Creditors, on the other hand, and are solely for the benefit of First Lien Agent and First Lien Creditors and may not be relied upon or enforced by any party other than First Lien Agent and First Lien Creditors, and nothing contained in this Agreement is intended to or shall impair the obligation of Borrower, which is unconditional and absolute, to pay to Second Lien Creditors the principal of and interest on the Second Lien Indebtedness as and when the same shall become due and payable in accordance with its terms, or to affect the relative rights of Second Lien Creditors and creditors of Borrower other than First Lien Creditors.

First Lien Agent and First Lien Creditors may, at any time and from time to time, without the consent of or notice to Second Lien Agent or any Second Lien Creditor, and without impairing or releasing the obligations of Second Lien Agent or any Second Lien Creditor hereunder, in a commercially reasonable manner and in compliance with applicable law, (i) subject to the terms of the Collateral Agency Agreement, change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, the First Lien Indebtedness or the security therefor, or otherwise amend in any manner the First Lien Credit Agreement or any document executed in connection therewith; (ii) exercise or refrain from exercising any rights against Borrower and others; (iii) apply any sums by whomsoever paid or however realized to the First Lien Indebtedness; (iv) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property whatsoever and by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, any First Lien Indebtedness; (v) release anyone liable in any manner for the payment or collection of any First Lien Indebtedness; and (vi) settle or compromise all or any part of the First Lien Indebtedness, and subordinate the payment of any part of the First Lien Indebtedness to the payment of any other indebtedness (including any other part of the First Lien Indebtedness). No invalidity, irregularity or unenforceability of all or any part of the First Lien Indebtedness or of any of the First Liens shall affect, impair or be a defense to this Agreement.

Second Lien Agent and Second Lien Creditors represent and warrant that, except as provided under the Collateral Agency Agreement, unless and until the First Lien Indebtedness is paid in full and all obligations to make further advances under the First Lien Credit Agreement shall have terminated, no additional liens, security interests or assignments exist to secure any Second Lien Indebtedness and agrees that no liens, security interests or assignments will arise or will be taken in the future to secure any Second Lien Indebtedness. All amounts, whether in the form of cash, proceeds, checks, drafts, orders or other instruments for the payment of money, recovered with respect to any property of Borrower subject to the Second Liens by the enforcement of the Second Liens, unless and until the First Lien Indebtedness is paid in full and all obligations to make further advances under the First Lien Credit Agreement shall have terminated, shall immediately upon receipt thereof by Second Lie n Agent or any Second Lien Creditor be paid over and delivered in the form received, but with any necessary endorsements or instruments required for payment to First Lien Agent, and, until so delivered shall not be commingled with any other funds or property but shall be held by Second Lien Agent or such Second Lien Creditor upon an express trust for the benefit of First Lien Agent.

Second Lien Agent and Second Lien Creditors do hereby expressly subordinate and make second, junior and inferior any and all liens, rights, powers, titles and interests of Second Lien Agent and Second Lien Creditors under, pursuant to or by virtue of the Second Liens to all liens, rights, titles and interests under, pursuant to or by virtue of the First Liens, and Second Lien Agent and Second Lien Creditors agree that all liens, rights, titles and interests of the First Liens shall be unconditionally first, prior and superior to any and all liens, rights, powers, titles and interests of Second Lien Agent or any Second Lien Creditor under, pursuant to or by virtue of the Second Liens. Second Lien Agent and Second Lien Creditors further agree that any and all liens, rights, titles and interests of Second Lien Agent or any Second Lien Creditor under, pursuant to or by virtue of the Second Liens shall be and remain expressly subject and subordinate to any renewal, extension, refinancing, consolidation, modification or supplement of the liens, rights, titles and interests of the First Liens, as well as any and all increases thereof.

Second Lien Agent and Second Lien Creditors, their successors or assigns or any other legal holder of the Second Lien Indebtedness shall not acquire by subrogation, contract or otherwise any lien upon or other estate, right or interest in any property (including but not limited to any which may arise in respect to real estate taxes, assessments or other governmental charges) which is or may be prior in right to the First Liens or any renewal, extension, refinancing, consolidation, modification or supplement thereof.

Unless and until the First Lien Indebtedness is paid in full and all obligations to make further advances under the First Lien Credit Agreement shall have terminated, the Second Liens shall be and the same hereby are and shall continue subject and subordinate to any and all leases upon all or any part of any property covered by the First Liens and to which the First Liens shall now be or shall hereafter have been made subject and subordinate.

This Agreement extends to and covers all amounts due on the First Lien Indebtedness both before and after and filing of any Proceeding by or against Borrower, and First Lien Creditors shall be entitled to amounts accruing on the First Lien Indebtedness from the date of filing of said Proceeding to the date of full and final payment of the First Lien Indebtedness.

Any instrument evidencing the Second Lien Indebtedness will contain provisions referring specifically to this Agreement.

This Agreement is a continuing one, and all First Lien Indebtedness to which it applies or may apply under the terms hereof shall conclusively be presumed to have been created in reliance hereon.

Second Lien Agent and Second Lien Creditors and Borrower agree that, if at any time all or any part of any payment previously applied by any First Lien Creditor to the First Lien Indebtedness is or must be returned by First Lien Creditor--or recovered from any First Lien Creditor--for any reason (including the order of any bankruptcy court), this Agreement shall automatically be reinstated to the same effect, as if the prior application had not been made, and, in addition, Borrower hereby agrees to indemnify each First Lien Creditor against, and to save and hold each First Lien Creditor harmless from any required return by such First Lien Creditor--or recovery from such First Lien Creditor--of any such payments because of its being deemed preferential under applicable bankruptcy, receivership or insolvency laws, or for any other reason.

Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties at the following addresses (and if so given, shall be deemed given when mailed):

If to Second Lien Agent:

Guggenheim Corporate Funding, LLC

135 East 57th Street

New York, New York 10022

If to the Borrower:

Luby's, Inc.

2211 Northeast Loop 410

San Antonio, Texas 78217

If to First Lien Agent:

JPMorgan Chase Bank, as Administrative Agent

712 Main Street

Houston, Texas 77002

Attention: Manager, Corporate Banking

Borrower's address for notice may be changed at any time and from time to time, but only after thirty (30) days' advance written notice to the other parties and shall be the most recent such address furnished in writing by Borrower to the other parties. Second Lien Agent's and First Lien Agent's respective addresses for notice may be changed at any time and from time to time, but only after ten (10) days' advance written notice to the other parties and each such party's address for notice shall be the most recent such address furnished in writing by such party to the other parties. Actual notice, however and from whomever given or received, shall always be effective when received.

No course of dealing between the parties, no usage of trade and no parole or extrinsic evidence of any nature shall be used to supplement or modify any of the terms or provisions of this Agreement.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and this Agreement shall be liberally construed so as to carry out the intent of the parties to it.

This Agreement (a) shall be binding upon the parties hereto and their respective successors and assigns; (b) may be modified or amended only by a writing and signed by each party hereto; (c) may be executed in several counterparts, and by the parties hereto on separate counterparts and each counterpart when so executed and delivered shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and (d) embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.

EACH OF THE SECOND LIEN AGENT AND THE FIRST LIEN AGENT ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE FOR A BENCH TRIAL AND HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Prior to the commencement of any Blockage Period (hereinafter defined), and after expiration of any Blockage Period, and so long as no Payment Default (hereinafter defined) has occurred which is continuing, Borrower may make, and Second Lien Agent and Second Lien Creditors may accept and apply, Scheduled Payments (hereinafter defined). During the continuance of an Event of Default (other than a Payment Default), upon receipt by Second Lien Agent of written notice thereof from First Lien Agent, Borrower shall not make any payments of interest or principal to Second Lien Agent or any Second Lien Creditor in respect of the Second Lien Indebtedness for a period commencing on the date of receipt of such notice and ending 180 days thereafter (the "Blockage Period"). A Blockage Period may be terminated earlier (i) by First Lien Agent by written notice thereof to Second Lien Agent, (ii) by repayment in full of the First Lien Indebtedness and termination of the obligations to make any further advances under the First Lien Credit Agreement, or (iii) because the Event of Default giving rise to such Blockage Period is no longer continuing. The aggregate duration of the Blockage Periods shall not exceed 180 days during any period of 360 consecutive days. The term "Payment Default" as used herein means any Event of Default consisting of non-payment of any sums which are due and payable under the First Lien Credit Agreement or any other Loan Document, whether by reason of the acceleration of the maturity of the Notes or otherwise. The term "Scheduled Payments" means (i) payments (but not prepayments) of accrued interest in accordance with the terms and provisions of the Second Lien Credit Agreement (without amendment except as approved in writing by the Required Lenders), (ii) payments of Net Proceeds attributable to the sale of properties described on Schedule 2.09 to the Senior Credit Agreement and (iii) payments of Second Lien Indebtedness out of Excess Cash Flow perm itted under the terms of Section 6.08 of the First Lien Credit Agreement. During any Blockage Period, Second Lien Agent and Second Lien Creditors may not declare the Second Lien Indebtedness due and payable by reason of any default under the Second Lien Credit Agreement, but so long as no Blockage Period is in effect, nothing in this Agreement shall prohibit the Second Lien Agent from declaring the Second Lien Indebtedness due and payable by reason of any default under the Second Lien Credit Agreement.

EXECUTED as of the date first above written.

GUGGENHEIM CORPORATE FUNDING, LLC
as Second Lien Agent

By:

/s/Todd Hearle

Name:

Todd Hearle

Title:

Attorney in Fact

LUBY'S, INC.,
a Delaware corporation

By:

/s/Christopher J. Pappas

Christopher J. Pappas

President and Chief Executive Officer

JPMORGAN CHASE BANK,
as First Lien Agent

By:

/s/William P. Wallace

Name:

William P. Wallace

Title:

Vice President

EX-10 8 e10aaq34.htm AGREEMENT AMONG LUBY'S, CJP, HJP DATED 6/7/04 Agreement AGREEMENT

This AGREEMENT (this "Agreement"), dated as of June 7, 2004, by and among Luby's, Inc., a Delaware corporation (together with its subsidiaries, the "Company"), and Harris J. Pappas and Christopher J. Pappas, individuals residing in Houston, Texas (together, the "Noteholders").

In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

"Closing" shall have the meaning specified in Section 6.

"Common Stock" means the Company's common stock, par value $.32 per share, and any capital stock for or into which such Common Stock hereafter is exchanged, converted, reclassified or recapitalized by the Company or pursuant to an agreement or business combination to which the Company is a party.

"Effective Date" shall mean the effective date of the Senior Secured Refinancing Documents.

"Employment Agreement(s)" shall have the meaning specified in Section 3.

"Note(s)" shall have the meaning specified in Section 2.

"Original Notes" shall mean (i) those two certain Convertible Subordinated Promissory Notes, due 2011, dated June 29, 2001, each in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) and (ii) those two certain Convertible Subordinated Promissory Notes, due 2011, dated July 2, 2001, each in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00).

"Purchase Agreement" shall mean that certain Purchase Agreement between the Company and the Noteholders, dated as of March 9, 2001.

"Senior Secured Refinancing Documents" shall mean senior secured loan documents contemplated by (i) that certain Credit Agreement, dated as of June 7, 2004 among the Company, as borrower, JPMorgan Chase Bank, as administrative lender, and the lenders signatory thereto, and (ii) that certain Term Loan Agreement dated as of June 7, 2004 among the Company, as borrower, Guggenheim Corporate Funding, LLC, as administrative lender, and the lenders signatory thereto including, without limitation, in each case, any intercreditor agreement or subordination agreement required to be executed and delivered by the Noteholders in connection with the execution and delivery of the Senior Secured Refinancing Documents.

"Stock Options" shall mean the two Stock Options granted to the Noteholders in connection with the employment of the Noteholders, dated March 9, 2001, to purchase an aggregate of 2,240,000 shares of common stock of the Company.

"Transaction Documents" means this Agreement, the Notes, the Employment Agreements, the Stock Options and the Purchase Agreement, each as amended pursuant hereto.

2. Amendment of Notes. At the Closing, the Noteholders shall surrender the Original Notes to the Company for cancellation, and the Company shall execute and deliver to the Noteholders the Amended and Restated Convertible Subordinated Promissory Notes in the form attached hereto as Exhibit A, to be effective as of the Effective Date. Such Amended and Restated Convertible Subordinated Promissory Notes are referred to herein individually as a "Note" and collectively as the "Notes." In accordance with the terms of the Notes, on the Effective Date the Company shall pay in cash to the Noteholders the amount of unpaid interest accrued on the outstanding principal of the Original Notes up to and including the Effective Date, including accrued interest at the rate set by the Original Notes during an Event of Default (as defined in the Original Notes).

3. Employment Agreements. At the Closing, the Company and the Noteholders shall execute and deliver the Employment Agreements in the form attached hereto as Exhibit B, to be effective as of April 1, 2004. Such Employment Agreements are referred to herein individually as an "Employment Agreement" and collectively as the "Employment Agreements."

4. Amendment of Purchase Agreement. At the Closing, the Company and the Noteholders shall execute and deliver a First Amendment to the Purchase Agreement in the form attached hereto as Exhibit C, to be effective as of the Effective Date.

5. Exercise of Stock Options. (a) If the Closing occurs, then from and after the Effective Date, the Noteholders shall jointly and severally limit their exercise of the Stock Options such that the number of shares of Common Stock issued upon any exercise(s) of the Stock Options does not exceed, in the aggregate, the Net Treasury Shares Available (as hereinafter defined) unless and until sufficient additional shares are listed with the New York Stock Exchange for issuance upon exercise of the Stock Options. "Net Treasury Shares Available" means (x) the number of shares of Common Stock then held by the Company in treasury, minus (y) the number of shares of Common Stock issuable or issued after the Effective Date under the Nonemployee Director Phantom Stock Plan, and minus (z) the number of shares of Common Stock issuable or issued upon conversion of the Notes, calculated assuming the lowest conversion price stated in the Notes.

(b) If the Closing occurs, then from and after the Effective Date, the Company shall (i) use its commercially reasonable best efforts, including the solicitation of shareholder approval, if necessary in the opinion of its counsel, to list, within twelve (12) months after the Effective Date, on the New York Stock Exchange additional shares of Common Stock equal to the number of shares by which the aggregate number of shares of Common Stock acquirable by the Noteholders under the Stock Options exceeds the Net Treasury Shares Available; and (ii) reserve all shares of Common Stock held by the Company in treasury solely for issuance pursuant to (x) the Nonemployee Director Phantom Stock Plan, (y) the Notes, upon exercise by the Noteholders of their conversion rights thereunder, assuming the lowest conversion price stated in the Notes, and (z) the Stock Options, except to the extent the Company lists with the New York Stock Exchange additional shares of Common Stock to permit full conversion of the Notes into Common Stock, assuming the lowest conversion price stated in the Notes, and full exercise of the Stock Options. If the Closing occurs, then from and after the Effective Date, the Company shall not cancel, sell or otherwise dispose of any shares of Common Stock held by the Company in treasury except to the extent the Company lists with the New York Stock Exchange a number of additional shares of Common Stock sufficient to permit full conversion of the Notes into Common Stock, assuming the lowest conversion price stated in the Notes, and full exercise of the Stock Options.

6. Closing. The execution and delivery of the Notes, the Employment Agreements and the First Amendment to the Purchase Agreement, as contemplated herein (the "Closing") will take place at the offices of the Company at 2211 N.E. Loop 410, San Antonio, Texas, at 10:00 a.m., local time, on the Effective Date, or on such other date as mutually agreed to by the parties hereto.

7. Conditions to Effectiveness. (a) All obligations of the Company under this Agreement shall be subject to (i) the full execution and delivery by the Company and all other parties thereto of Senior Secured Refinancing Documents satisfactory, in form and substance, to the Company; and (ii) the Noteholders shall have performed and complied with all covenants and obligations that this Agreement requires the Noteholders to perform or comply with at or prior to Closing.

(b) All obligations of the Noteholders under this Agreement shall be subject to (i) the full execution and delivery by the Company and all other parties thereto of Senior Secured Refinancing Documents satisfactory, in form and substance, to the Noteholders; and (ii) the Company shall have performed and complied with all covenants and obligations that this Agreement requires the Company to perform or comply with at or prior to Closing.

8. Termination. By notice given prior to or at the Closing, this Agreement may be terminated (i) by the Company if any condition in Section 7(a) has not been satisfied as of the Effective Date; (ii) by the Noteholders if any condition in Section 7(b) has not been satisfied as of the Effective Date; or (iii) by mutual written consent of the Company and the Noteholders. Each party's right of termination under this Section is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to this Section, all obligations of the parties under this Agreement will terminate.

9. Attorney Fees. The Company shall pay reasonable attorney's fees charged to the Noteholders by Fulbright & Jaworski, L.L.P. in connection with the negotiation, execution and performance of this Agreement, up to, but not exceeding Fifty Thousand Dollars ($50,000.00).

10. No Waiver; Modification in Writing. No failure or delay on the part of the Company or a Noteholder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company, on the one hand, and Noteholders or their permitted assigns, on the other hand, provided that notice of any such waiver shall be given to each party hereto as set forth below. Any amendment, supplement or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and f or the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on any party hereto in any case shall entitle the other party to any other or further notice or demand in similar or other circumstances.

11. Specific Performance. The parties recognize that in the event the Company or Noteholders should refuse to perform under the provisions of this Agreement or any other Transaction Document, monetary damages alone will not be adequate. Noteholders or the Company, as the case may be, shall therefore be entitled, in addition to any other remedies which may be available, including money damages, to obtain specific performance of the terms of this Agreement. In the event of any action to enforce this Agreement or any other Transaction Document specifically, the Company and Noteholders hereby waive the defense that there is an adequate remedy at law.

12. Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

13. Parties in Interest. This Agreement shall be binding upon and, except as provided below, inure solely to the benefit of each party hereto and their successors and assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

14. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied or mailed by registered or certified mail (return receipt requested), or sent by Federal Express or other recognized overnight courier, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Noteholders: Harris J. Pappas and Christopher J. Pappas
642 Yale
Houston, Texas 77007

with a copy to: Frank Markantonis
645 Heights Blvd.
Houston, Texas 77007

and Fulbright & Jaworski, L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Attention: Charles H. Still

If to the Company: Luby's, Inc.
2211 Northeast Loop 410
San Antonio, Texas 78217-4673
Attention: Chairman of the Board

with a copy to: Hornberger Sheehan Fuller & Beiter Inc.
700 N. St. Mary's Street, Suite 600
San Antonio, Texas 78205
Attention: Drew R. Fuller, Jr.

Any of the above addresses may be changed at any time by notice given as provided above; provided, however, that any such notice of change of address shall be effective only upon receipt. All notices, requests or instructions given in accordance herewith shall be deemed received on the date of delivery, if hand delivered, on the date of receipt, if telecopied, three Business Days after the date of mailing, if mailed by registered or certified mail, return receipt requested, and one Business Day after the date of sending, if sent by Federal Express or other recognized overnight courier.

15. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

16. Entire Agreement. This Agreement (which term shall be deemed to include the Exhibits hereto and the other certificates, documents and instruments delivered hereunder) and the other Transaction Documents constitute the entire agreement of the parties hereto and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. There are no representations or warranties, agreements, or covenants other than those expressly set forth in this Agreement and the other Transaction Documents.

17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PROVISIONS.

18. Public Announcements. The Company, on the one hand, and Noteholders, on the other, shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby, except for statements required by Law or by any listing agreements with or rules of any national securities exchange or the National Association of Securities Dealers, Inc., or made in disclosures reasonably determined as required to be filed pursuant to the Securities Act or the Exchange Act.

19. Headings. The headings of this Agreement are for convenience of reference only and are not part of the substance of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement or has caused this Agreement to be executed by its duly authorized officer as of the date first written above.

LUBY'S, INC.

/s/Gasper Mir, III

Gasper Mir, III
Chairman of the Board

NOTEHOLDERS:

/s/Christopher J. Pappas

Christopher J. Pappas

/s/Harris J. Pappas

Harris J. Pappas

EX-10 9 e10bb3q4.htm 1ST AMENDMENT TO PURCHASE AGREEMENT DATED 6/7/04 Amended Purchase Agreement FIRST AMENDMENT TO PURCHASE AGREEMENT

This FIRST AMENDMENT TO PURCHASE AGREEMENT (this "Amendment"), dated as of June 7, 2004, by and among Luby's, Inc., a Delaware corporation (together with its subsidiaries, the "Company"), and Harris J. Pappas and Christopher J. Pappas, individuals residing in Houston, Texas (together, the "Noteholders").

In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree to amend that certain Purchase Agreement, dated March 9, 2001, by and between the Company and the Noteholders (the "Purchase Agreement"), as follows:

Definitions. The following definitions in Section 1.1, of the Purchase Agreement are hereby amended and restated in their entirety, to read as follows:

"Notes" means those certain Amended and Restated Convertible Subordinated Promissory Notes in substantially the form of Exhibit "A" hereto, pursuant to which the Company is the borrower and the Purchasers are the Holders, and each, individually, a "Note".

Board of Directors. Section 5.3(b) of the Purchase Agreement is amended and restated in its entirety to read as follows:

"(b) For so long as (i) both of the Purchasers are executive officers of the Company or (ii) any principal or interest remains outstanding under any of the Notes and the Purchasers remain the holders of the Notes, at any meeting of the shareholders of the Company held for the purpose of electing directors of the Company, the Purchasers shall be entitled to nominate a number of directors for election to the Board which, if such nominees are elected, would result in the Purchaser's having nominated three of the then serving directors and the Company shall use its reasonable best efforts to cause such nominees to be nominated for election to the Board."

Standstill. Section 5.4 of the Purchase Agreement is amended and restated in its entirety to read as follows:

"(a) The Purchasers agree that they, together with their Affiliates and Associates and any 13d Group of which they are a part, shall not Beneficially Own any Voting Stock or Common Stock of the Company in excess of the Maximum Percentage Ownership until such time as neither of the Purchasers is a director, officer, employee or consultant of the Company, at which time this covenant shall be of no further force or effect whatsoever.

(b) The Purchasers may elect to surrender all or part of their rights under the Options in order to reduce the number of shares of Voting Stock or Common Stock of the Company Beneficially Owned by the Purchasers so as to permit the Purchasers to purchase additional shares of Voting Stock or Common Stock of the Company in the open market without violating this Section 5.4.

(c) The covenant contained in Section 5.4(a) above shall terminate and shall be of no further force or effect upon the occurrence of a Change of Control (as such term is defined in the Notes).

Counterparts. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Entire Agreement. This Amendment (which term shall be deemed to include the Exhibits hereto and the other certificates, documents and instruments delivered hereunder) together with the Purchase Agreement constitutes the entire agreement of the parties hereto and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. There are no representations or warranties, agreements, or covenants with respect to the subject matter hereof other than those expressly set forth in this Amendment and the Purchase Agreement.

Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PROVISIONS.

Public Announcements. The Company, on the one hand, and Noteholders, on the other, shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Amendment or the transactions contemplated hereby, except for statements required by Law or by any listing agreements with or rules of any national securities exchange or the National Association of Securities Dealers, Inc., or made in disclosures reasonably determined as required to be filed pursuant to the Securities Act or the Exchange Act.

Headings. The headings of this Amendment are for convenience of reference only and are not part of the substance of this Amendment.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized officer as of the date first written above.

LUBY'S, INC.

/s/Gasper Mir, III

Gasper Mir, III
Chairman of the Board

PURCHASERS:

/s/Christopher J. Pappas

Christopher J. Pappas

/s/Harris J. Pappas

Harris J. Pappas

EX-10 10 e10cc3q4.htm EMPLOYMENT AGREEMENT - CHRIS PAPPAS - DATED 6/7/04 Fulbright & Jaworski Document EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), between Luby's, Inc., a Delaware corporation ("Luby's" or the "Company"), and Christopher J. Pappas, a resident of Houston, Texas, ("Executive") is executed this 7th day of June, 2004 to be effective as of the 1st day of April 2004 ("Effective Date"). For purposes of this Agreement, "Luby's" or the "Company" shall include the subsidiaries of Luby's. Luby's and Executive are sometimes referred to herein individually as a "Party," and collectively as the "Parties." The Parties hereby agree as follows:

Employment. Luby's hereby employs Executive, and Executive hereby accepts employment with Luby's, subject to the terms and conditions set forth in this Agreement.

Term. Subject to the provisions for termination of employment as provided in Section 7(a), Executive's employment under this Agreement shall be for a period beginning on the Effective Date and ending on March 31, 2006 ("Term").

Compensation. Executive's compensation during his employment under the terms of this Agreement shall be as follows:

Base Salary. Luby's shall pay to Executive a fixed annual base salary (the "Base Salary") of Four Hundred Thousand Dollars ($400,000) for the first year of the Term and Three Hundred Thousand Dollars ($300,000) for the second year of the Term.'' The Base Salary shall be payable in equal, semi-monthly installments on the 15th day and last day of each month or at such other times and in such installments as may be agreed between Luby's and Executive. All payments shall be subject to the deduction of payroll taxes, income tax withholdings, and similar deductions and withholdings as required by law.

Bonus. During the second year of the Term, in addition to the Base Salary, Executive shall be eligible, but not entitled, to receive bonus compensation of between $100,000 to $200,000 as the Board of Directors of Luby's or an authorized committee thereof shall from time to time determine in its sole discretion.

Expenses and Benefits.

During his employment hereunder, Executive is authorized to incur reasonable and appropriate expenses related to the business of Luby's, including expenses for entertainment, travel, and similar matters. Luby's will reimburse Executive for such expenses upon presentation by Executive of such accounts and records as Luby's may from time to time reasonably require.

Luby's also agrees to provide Executive with the following benefits during his employment hereunder:

Employee Benefit Plans. Executive and, to the extent applicable, Executive's spouse, dependents, and beneficiaries, shall be allowed to participate on the same terms in all benefits, plans, and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to other executive employees of Luby's; provided that Executive shall not be permitted without the express consent of the Board of Directors of Luby's to participate in any bonus, incentive, profit-sharing, or similar cash payment plan. Such benefits, plans, and programs may include, without limitation, stock option or thrift plans, health insurance or health care plans, life insurance, disability insurance, supplemental retirement plans, vacation, and sick leave. Luby's shall not, however, by reason of this paragraph be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any such benefit plan or program, so long as such changes are similarly a pplicable to executive employees generally.

Vacations. Executive shall be entitled (in addition to the usual Luby's holidays) to paid vacation time for periods in each calendar year not exceeding four (4) weeks.

Working Facilities. Executive shall be furnished by Luby's with an office at the Company's principal office in San Antonio, secretarial help and other facilities and services, including but not limited to, full use of Luby's mail and communication facilities and services reasonably suitable to his position and reasonably necessary for the performance of his duties under this Agreement.

Positions and Duties. Executive is employed hereunder as Chief Executive Officer of Luby's or in such other positions as the Parties may mutually agree. In addition, if requested to do so, Executive shall serve as the chief executive officer or other officer or as a member of the Board of Directors, or both, of any subsidiary or affiliate of Luby's. Executive agrees to serve in the position referred to above and to perform diligently and to the best of his abilities the duties and services appertaining to such office, as well as such additional duties and services appropriate to such offices which the Parties mutually may agree upon from time to time. Executive's employment shall also be subject to the policies maintained and established by Luby's that are of general applicability to Luby's executive employees, as such policies may be amended from time to time. Executive's duties shall be performed principally at Luby's principal place of business in San Antonio, Texas and at the locations of its operations. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty to act at all times in the best interests of Luby's. In keeping with such duty, Executive represents that he owes no duty to any other entity or person regarding, and shall make full disclosure to Luby's of, all business opportunities pertaining to Company's business which have not been previously renounced by the Board of Directors, as contemplated by Section 10 hereof, and shall not appropriate for Executive's own benefit any such business opportunities.

Extent of Service. Executive shall, during the term of this Agreement, devote his primary working time, attention, energies and business efforts to his duties as an employee of Luby's and to the business and affairs of Luby's generally, and shall not, during the term of this Agreement, engage, directly or indirectly, in any other business activity whatsoever, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, except with the consent of the Board of Directors of Luby's; however, this Section 6 shall not be construed to prevent Executive from, nor require board consent with respect to, (i) continuing executive's senior level management of non-cafeteria style restaurant businesses, (ii) serving as a member of the board of directors or trustees of other companies or not-for-profit entities, or (iii) from investing his personal, private assets as a passive investor in such form or manner as will not require any active serv ices on the part of Executive in the management or operation of the affairs of the companies, partnerships, or other business entities in which any such passive investments are made; provided in case of clause (i), (ii), or (iii) such activities do not conflict with the business and affairs of Luby's or interfere with Executive's ability to perform the services and discharge the duties required of him hereunder.

Termination.

Termination of Employment. Notwithstanding the provisions of Section 2, the employment of the Executive pursuant to this Agreement shall terminate prior to the expiration of the Term, upon the occurrence of any of the following events:

the death of the Executive;

the termination of the Executive's employment by Luby's due to the Executive's Disability (as defined in Section 7(b));

the termination of the Executive's employment by the Executive for "Good Reason" (as defined in Section 7(d));

the termination of the Executive's employment by Luby's for Cause (as defined in Section 7(c)); or

for any reason whatsoever in the discretion of the Executive or Luby's.

Disability. For the purposes of this Agreement, the term "Disability" shall mean Executive becoming incapacitated by accident, sickness, or other circumstance that renders him physically or mentally unable to carry out the duties and services required of him hereunder on a full-time basis for more than one hundred twenty (120) days in any one hundred eighty (180) day period. If a dispute arises between the Executive and the Company concerning the Executive's physical or mental ability to continue or return to the performance of his duties as aforesaid, the Executive shall submit to examination by a competent physician mutually agreeable to both parties or, if the parties are unable to agree, by a physician appointed by the president of the Bexar County Medical Association, and such physician's opinion shall be final and binding.

Cause. For purposes of this Agreement, the term "Cause" shall mean:

Executive's conviction of a crime constituting a felony, or a misdemeanor involving moral turpitude;

The commission by Executive, or participation in, an illegal act or acts that were intended to defraud Luby's;

the willful refusal by Executive to fulfill the duties and responsibilities as Chief Executive Officer;

the breach by Executive of material provisions of this Agreement, a policy of Luby's, or the code of conduct of Luby's in each case after written notice from the Board of Directors and, if correctible, the failure to correct such breach within 30 days from the date such notice is given;

gross negligence or willful misconduct by Executive in the performance of his duties and obligations to Luby's;

willful engagement by Executive in conduct known (or which should have been known) to be materially injurious to Luby's.

Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following circumstances, without the consent of the Executive, unless such circumstances are remedied in all material respects by Luby's 30 days after Luby's receipt of written notice thereof given by the Executive:

the material diminution in the nature, scope, or duties of the Executive or assignment of duties inconsistent with those of the Chief Executive Officer or a change in the location of the principal business office of the Company in which his services are to be carried out, to a place outside of Texas;

any breach of a material provision of this Agreement by Luby's after written notice from Employee and, if correctible, the failure to correct such breach within 30 days from the date such notice is given;

within two years after sale by Luby's of all or substantially all of its assets or the merger, share exchange, or other reorganization of Luby's into or with another corporation or entity (with respect to which Luby's does not survive), a diminution in employee benefits (including but not limited to medical, dental, life insurance, and long-term disability plans) and perquisites applicable to Executive from the greater of (A) the employee benefits and perquisites provided by Luby's to executives with comparable duties or (B) the employee benefits and perquisites to which Executive was entitled immediately prior to the date on which a change in control occurs.

Notice of Termination. If Luby's or Executive desires to terminate Executive's employment hereunder at any time prior to expiration of the Term, it or he shall do so by giving written notice to the other party that it or he has elected to terminate Executive's employment hereunder and stating the proposed effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder.

Consequences of Termination.

By Expiration. If Executive's employment hereunder shall terminate upon expiration of the Term, then all compensation for periods subsequent to termination and all benefits to Executive hereunder, other than the Option, which is governed by its own terms in such circumstances, shall terminate contemporaneously with termination of his employment.

Death or Disability. If the Executive's employment is terminated during the Term by reason of the Executive's death or Disability, all Compensation and benefits to Executive under this Agreement, other than the Option, which is governed by its own terms in such circumstances, shall terminate contemporaneously with the termination of employment and without further obligation to the Executive or the Executive's legal representatives under the Agreement (other than payment of the Executive's Base Salary in respect of the period through his date of death or termination for Disability).

Termination by the Executive without Good Reason or by the Company For Cause. If the Executive's employment is terminated by the Executive without Good Reason, or by the Company for Cause, all compensation and benefits to Executive under this Agreement, other than the Option, which is governed by its own terms in such circumstances, shall terminate contemporaneously with such termination of employment and without further obligation to Executive or Executive's legal representatives under this Agreement (other than payment of Executive's Base Salary in respect of the period through his date of termination).

Termination by the Executive for Good Reason or by the Company without Cause.

If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall be obligated to pay to, or make available to, the Executive Executive's monthly Base Salary and benefits in effect on the date of termination for the remainder of the Term. The Executive shall have no obligation to seek other employment during any time period for which he may receive payment pursuant to this subsection (d), and in the event the Executive obtains other employment during such period, the Company's obligations to make payments pursuant to this subsection (d) shall not be reduced. In the event that continued participation in any Luby's plan is for whatever reason impermissible during the remainder of the Term, Company shall arrange upon comparable terms benefits substantially equivalent to those that may not be so provided under the plan maintained by Luby's. The parties agree that the payments provided for herein constitute part of t he consideration provided by the Company for the Executive's agreements contained in Section 5 hereof.

Notwithstanding clause (i) of this subsection (d), if, at any time during which the Executive would otherwise be entitled to receive any payment pursuant to clause (i) of subsection (d), the Executive engages in any activity or takes any action which would be prohibited under Sections 9 and 10 hereof, then the Executive shall be deemed to have irrevocably forfeited any right to receive any further payments pursuant to this Agreement, provided such forfeiture shall not limit Luby's rights to seek to enforce such provision or to seek damages; provided, however, that the Option and the benefits thereof shall not be in any way affected by this clause (d)(ii) of this Section 8.

Disclosure of Confidential Information. Executive acknowledges that Luby's will disclose to Executive, or place Executive in a position to have access to or develop, trade secrets or Confidential Information of Luby's or its affiliates, and shall entrust Executive with business opportunities of Luby's or its affiliates, and shall place Executive in a position to develop business goodwill on behalf of Luby's or its affiliates. Except to the extent required in the performance of his duties and obligations to Luby's as expressly authorized herein, or by prior written consent of a duly authorized officer or director of Luby's, Executive will not, directly or indirectly, at any time during his employment with Luby's, or for 18 months subsequent to the termination thereof, for any reason whatsoever, with or without cause, breach the confidence reposed in him by Luby's by using, disseminating, disclosing, divulging, or in any manner whatsoever disclosing or permitting to be divulged or disclosed in any manner Confidential Information to any person, firm, corporation, association, or other business entity. As used herein, the term "Confidential Information" means any and all information concerning ideas, concepts, products, processes, and services related to the business of Luby's, including information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, or the selling of any product or products to any customers of Luby's, disclosed to Executive or known by Executive as a consequence of or through his employment by Luby's (or any parent, subsidiary or affiliated corporations of Luby's) including, but not necessarily limited to, any person, firm, corporation, association, or other business entity with which Luby's has any type of agency agreement, or any shareholders, directors, or officers of any such person, firm, corporation, association, or other business entity; provided, however, that Confidential Information sh all not include information generally known in any industry in which Luby's is or may become engaged during the term of this Agreement, information disclosed publicly by Luby's or any information, ideas, products, processes, services, and concepts existing and known to Executive prior to his employment by Luby's. On termination of employment with Luby's, all documents, records, notebooks, e-mails, or similar repositories of or containing Confidential Information, including all copies of any documents, records, notebooks, e-mail, or similar repositories of or containing Confidential Information, then in Executive's possession or in the possession of any third party under the control of Executive or pursuant to any agreement with Executive, whether prepared by Executive or any other person, firm, corporation, association, or other business entity, will be delivered to Luby's by Executive.

Noncompetition; Standstill.

Executive recognizes and understands that in performing the responsibilities of his employment, he will occupy a position of fiduciary trust and confidence, pursuant to which he will develop and acquire experience and knowledge with respect to Luby's business. It is the expressed intent and agreement of Executive and Luby's that such knowledge and experience shall be used exclusively in the furtherance of the interests of Luby's and not in any manner which would be detrimental to Luby's interests. In consideration of the benefits herein, Executive therefore agrees that so long as he is employed by Luby's and for the Covenant Period (as defined below) after termination of Executive's employment, Executive will not directly or indirectly:

engage in any other "cafeteria-style" restaurant business (as defined in the resolution of the Board of Directors of the Company dated March 7, 2001 adopted in connection with Executive's initial employment by the Company) or own any interests whether as an owner, shareholder, joint venturer, partner or otherwise, in any other association or entity that engages, directly or indirectly, in any "cafeteria-style" restaurant business in each case in any state where Luby's or any of its affiliates are conducting business on the date of this Agreement or in any contiguous state; provided, however, that nothing herein shall prohibit Executive from holding or making passive investments in limited partnerships or corporations whose securities are traded in a generally recognized market provided that Executive's interest, together with those of his affiliates and family do not exceed 1% of the outstanding shares or interests in such corporation or partnership; or

render advice or services to, or otherwise assist, any other person, association, or entity engaged, directly or indirectly, in any "cafeteria-style" restaurant business in any state where Luby's or its affiliates conduct business on the date of this Agreement or in any contiguous state; or

contact or solicit any employee of Luby's or any of its affiliates to induce them to terminate his or her employment with Luby's or such affiliates.

Executive agrees that for so long as he is employed by Luby's and for the Covenant Period he will not without the prior written consent of the Company: (i) knowingly, after due inquiry, sell any shares of Common Stock of the Company ("Common Stock"), or right to acquire Common Stock, to any person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) that would subsequent to such sale Beneficially Own (as defined in the Purchase Agreement dated March 9, 2001 between the Company, Employee and the other signatories thereto, as amended (the "Purchase Agreement") in excess of 10% of the Company's issued and outstanding Common Stock (1% in the case of industry competitors), (ii) solicit, or participate in a solicitation of proxies or votes or consents to vote any voting securities of the Company or grant (except to the Company or its representatives or representatives of the Executive) any proxies to vo te such securities or subject their shares in the Company to any voting trust or other voting arrangement or agreement, (iii) form, join, or in any way participate in, any group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) with respect to voting securities of the Company, or (iv) seek, propose, or make any public statement regarding any merger, tender or exchange offer or other business combination involving the Company or any sale, assignment, transfer, lease or other disposition by the Company of all or substantially all of its assets; provided, however, the covenants contained in this subsection (b) shall terminate and shall be of no further force or effect upon the occurrence of a Change of Control (as such term is defined in those certain Amended and Restated Convertible Promissory Notes dated June 7, 2004, executed and delivered simultaneously with this Employment Agreement).

"Covenant Period" means:

twenty-four (24) months if Employee is terminated by the Company for Cause or if Employee terminates his employment without Good Reason; or (ii) if Employee's employment is terminated for any other reason:

(x) twelve (12) months for the activities prohibited by clause (ii) and (iv) of Section 10(b) and

(y) twenty-four (24) months for the activities prohibited by any other provision of Section 10.

Enforcement and Remedies. Executive understands that the restrictions set forth here may limit Executive's ability to engage in certain businesses in certain geographic regions during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages would not be sufficient remedy for any breach of Section 9 or 10 by Executive, and Luby's shall be entitled to enforce the provisions thereof by terminating any payments then owing to Executive under this Agreement and/or by specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach, but shall be in addition to all remedies available at law or in equity to Luby's, including without limitation, the recovery of damages from Executive and Executive's agents involved in such breach and remedies available to Luby's pursuant to other agreements with Executive.

Insurance. Luby's may, in its sole and absolute discretion, at any time after the Effective Date, apply for and procure, as owner and for its own benefit, insurance on the life of Executive, in such amounts and in such forms as Luby's may choose. Unless otherwise agreed by Luby's, Executive shall have no interest whatsoever in any such policy or policies, but Executive shall, at Luby's request, submit to such medical examinations, supply such information, and execute and deliver such documents as may be required by the insurance company or companies to which Luby's has applied for such insurance.

Notice. All notices and communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Executive: Christopher J. Pappas
642 Yale
Houston, Texas 77007

with a copy to: Frank Markantonis
645 Heights Blvd.
Houston, Texas 77007

and Fulbright & Jaworski, L.L.P.
1301 McKinney Suite 5100
Houston, Texas 77010-3095
Attn: Charles H. Still

If to Luby's: Luby's, Inc.
2211 Northeast Loop 410
San Antonio, Texas 78217-4673
Attention: Chairman of the Board

With a copy to: Hornberger Sheehan Fuller & Beiter Incorporated
700 N. St. Mary's Street, Suite 600
San Antonio, Texas 78205
Attention: Drew R. Fuller, Jr.

Controlling Law. This Agreement shall be determined and governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflicts of law provisions.

Additional Instruments. This Agreement governs the rights and obligations of Executive and Luby's with respect to Executive's base salary and certain perquisites of employment. Executive's rights and obligations both during the term of his employment and thereafter with respect to stock options, life insurance policies insuring the life of Executive, and other benefits under the plans and programs maintained by Luby's shall be governed by the separate agreements, plans, and other documents and instruments governing such matters.

Liquidated Damages. In light of the difficulties in estimating the damages for any early termination of employment, Luby's and Executive hereby agree that the payments, if any, to be received by Executive pursuant to this Agreement shall be received by Executive as liquidated damages. Payment of the amounts set forth in this Agreement, if any, shall be in lieu of any severance benefit Executive may be entitled to under any severance plan or policy of Luby's.

Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

Miscellaneous. No provision of this Agreement may be modified, waived or discharged orally, but only by a waiver, modification or discharge in writing signed by the Executive, and such officer of the Company as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. Wherever appropriate to the intention of the parties hereto, the respective rights and obligations of the parties hereto, will survive any termination or expiration of the term of this Agreement as specifically set forth herein; in add ition Sections 8, 11, 13, 14, 15, 16, 17, 18, 19 and 20 shall survive such termination or expiration to the extent the context thereof requires.

Entire Agreement. This Agreement (which term shall be deemed to include the exhibits hereto and any other certificates, documents or instruments delivered hereunder) the Purchase Agreement and the other Transaction Documents (as defined therein) constitute the entire agreement of the Parties hereto and supercede all prior agreements and understandings, both written and oral, among the parties as to the subject matter hereof. There are no representations or warranties, agreements, or covenants other than those expressly set forth herein, in the Purchase Agreement and in the other Transaction Documents.

Effect of Agreement. This Agreement shall be binding upon Executive and his heirs, executors, legal representatives, successors and assigns, and Luby's and its legal representatives, successors and assigns. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the Parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either Party hereto, shall be subject to voluntary or involuntary assignment, alienation, or transfer, whether by operation of law or otherwise, without the prior written consent of the other Party.

Execution. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Deemed Resignations. Any termination of Executive's employment shall constitute an automatic resignation as an officer and director of Luby's and each subsidiary or affiliate of Luby's.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

/s/Christopher J. Pappas

Christopher J. Pappas

LUBY'S, INC.

/s/Gasper Mir, III

Gasper Mir, III
Chairman of the Board

EX-10 11 e10dd3q4.htm EMPLOYMENT AGREEMENT - HARRIS PAPPAS - DATED 6/7/04 Fulbright & Jaworski Document EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), between Luby's, Inc., a Delaware corporation ("Luby's" or the "Company"), and Harris J. Pappas, a resident of Houston, Texas, ("Executive") is executed this 7th day of June, 2004 to be effective as of the 1st day of April 2004 ("Effective Date"). For purposes of this Agreement, "Luby's" or the "Company" shall include the subsidiaries of Luby's. Luby's and Executive are sometimes referred to herein individually as a "Party," and collectively as the "Parties." The Parties hereby agree as follows:

Employment. Luby's hereby employs Executive, and Executive hereby accepts employment with Luby's, subject to the terms and conditions set forth in this Agreement.

Term. Subject to the provisions for termination of employment as provided in Section 7(a), Executive's employment under this Agreement shall be for a period beginning on the Effective Date and ending on March 31, 2006 ("Term").

Compensation. Executive's compensation during his employment under the terms of this Agreement shall be as follows:

Base Salary. Luby's shall pay to Executive a fixed annual base salary (the "Base Salary") of Four Hundred Thousand Dollars ($400,000) for the first year of the Term and Three Hundred Thousand Dollars ($300,000) for the second year of the Term.'' The Base Salary shall be payable in equal, semi-monthly installments on the 15th day and last day of each month or at such other times and in such installments as may be agreed between Luby's and Executive. All payments shall be subject to the deduction of payroll taxes, income tax withholdings, and similar deductions and withholdings as required by law.

Bonus. During the second year of the Term, in addition to the Base Salary, Executive shall be eligible, but not entitled, to receive bonus compensation of between $100,000 to $200,000 as the Board of Directors of Luby's or an authorized committee thereof shall from time to time determine in its sole discretion.

Expenses and Benefits.

During his employment hereunder, Executive is authorized to incur reasonable and appropriate expenses related to the business of Luby's, including expenses for entertainment, travel, and similar matters. Luby's will reimburse Executive for such expenses upon presentation by Executive of such accounts and records as Luby's may from time to time reasonably require.

Luby's also agrees to provide Executive with the following benefits during his employment hereunder:

Employee Benefit Plans. Executive and, to the extent applicable, Executive's spouse, dependents, and beneficiaries, shall be allowed to participate on the same terms in all benefits, plans, and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to other executive employees of Luby's; provided that Executive shall not be permitted without the express consent of the Board of Directors of Luby's to participate in any bonus, incentive, profit-sharing, or similar cash payment plan. Such benefits, plans, and programs may include, without limitation, stock option or thrift plans, health insurance or health care plans, life insurance, disability insurance, supplemental retirement plans, vacation, and sick leave. Luby's shall not, however, by reason of this paragraph be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any such benefit plan or program, so long as such changes are similarly a pplicable to executive employees generally.

Vacations. Executive shall be entitled (in addition to the usual Luby's holidays) to paid vacation time for periods in each calendar year not exceeding four (4) weeks.

Working Facilities. Executive shall be furnished by Luby's with an office at the Company's principal office in San Antonio, secretarial help and other facilities and services, including but not limited to, full use of Luby's mail and communication facilities and services reasonably suitable to his position and reasonably necessary for the performance of his duties under this Agreement.

Positions and Duties. Executive is employed hereunder as Chief Operating Officer of Luby's or in such other positions as the Parties may mutually agree. In addition, if requested to do so, Executive shall serve as the chief operating officer or other officer or as a member of the Board of Directors, or both, of any subsidiary or affiliate of Luby's. Executive agrees to serve in the position referred to above and to perform diligently and to the best of his abilities the duties and services appertaining to such office, as well as such additional duties and services appropriate to such offices which the Parties mutually may agree upon from time to time. Executive's employment shall also be subject to the policies maintained and established by Luby's that are of general applicability to Luby's executive employees, as such policies may be amended from time to time. Executive's duties shall be performed principally at Luby's principal place of business in San Antonio, Texas and at the locations of its operations. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty to act at all times in the best interests of Luby's. In keeping with such duty, Executive represents that he owes no duty to any other entity or person regarding, and shall make full disclosure to Luby's of, all business opportunities pertaining to Company's business which have not been previously renounced by the Board of Directors, as contemplated by Section 10 hereof, and shall not appropriate for Executive's own benefit any such business opportunities.

Extent of Service. Executive shall, during the term of this Agreement, devote his primary working time, attention, energies and business efforts to his duties as an employee of Luby's and to the business and affairs of Luby's generally, and shall not, during the term of this Agreement, engage, directly or indirectly, in any other business activity whatsoever, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, except with the consent of the Board of Directors of Luby's; however, this Section 6 shall not be construed to prevent Executive from, nor require board consent with respect to, (i) continuing executive's senior level management of non-cafeteria style restaurant businesses, (ii) serving as a member of the board of directors or trustees of other companies or not-for-profit entities, or (iii) from investing his personal, private assets as a passive investor in such form or manner as will not require any active serv ices on the part of Executive in the management or operation of the affairs of the companies, partnerships, or other business entities in which any such passive investments are made; provided in case of clause (i), (ii), or (iii) such activities do not conflict with the business and affairs of Luby's or interfere with Executive's ability to perform the services and discharge the duties required of him hereunder.

Termination.

Termination of Employment. Notwithstanding the provisions of Section 2, the employment of the Executive pursuant to this Agreement shall terminate prior to the expiration of the Term, upon the occurrence of any of the following events:

the death of the Executive;

the termination of the Executive's employment by Luby's due to the Executive's Disability (as defined in Section 7(b));

the termination of the Executive's employment by the Executive for "Good Reason" (as defined in Section 7(d));

the termination of the Executive's employment by Luby's for Cause (as defined in Section 7(c)); or

for any reason whatsoever in the discretion of the Executive or Luby's.

Disability. For the purposes of this Agreement, the term "Disability" shall mean Executive becoming incapacitated by accident, sickness, or other circumstance that renders him physically or mentally unable to carry out the duties and services required of him hereunder on a full-time basis for more than one hundred twenty (120) days in any one hundred eighty (180) day period. If a dispute arises between the Executive and the Company concerning the Executive's physical or mental ability to continue or return to the performance of his duties as aforesaid, the Executive shall submit to examination by a competent physician mutually agreeable to both parties or, if the parties are unable to agree, by a physician appointed by the president of the Bexar County Medical Association, and such physician's opinion shall be final and binding.

Cause. For purposes of this Agreement, the term "Cause" shall mean:

Executive's conviction of a crime constituting a felony, or a misdemeanor involving moral turpitude;

The commission by Executive, or participation in, an illegal act or acts that were intended to defraud Luby's;

the willful refusal by Executive to fulfill the duties and responsibilities as Chief Operating Officer;

the breach by Executive of material provisions of this Agreement, a policy of Luby's, or the code of conduct of Luby's in each case after written notice from the Board of Directors and, if correctible, the failure to correct such breach within 30 days from the date such notice is given;

gross negligence or willful misconduct by Executive in the performance of his duties and obligations to Luby's;

willful engagement by Executive in conduct known (or which should have been known) to be materially injurious to Luby's.

Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following circumstances, without the consent of the Executive, unless such circumstances are remedied in all material respects by Luby's 30 days after Luby's receipt of written notice thereof given by the Executive:

the material diminution in the nature, scope, or duties of the Executive or assignment of duties inconsistent with those of the Chief Operating Officer or a change in the location of the principal business office of the Company in which his services are to be carried out, to a place outside of Texas;

any breach of a material provision of this Agreement by Luby's after written notice from Employee and, if correctible, the failure to correct such breach within 30 days from the date such notice is given;

within two years after sale by Luby's of all or substantially all of its assets or the merger, share exchange, or other reorganization of Luby's into or with another corporation or entity (with respect to which Luby's does not survive), a diminution in employee benefits (including but not limited to medical, dental, life insurance, and long-term disability plans) and perquisites applicable to Executive from the greater of (A) the employee benefits and perquisites provided by Luby's to executives with comparable duties or (B) the employee benefits and perquisites to which Executive was entitled immediately prior to the date on which a change in control occurs.

Notice of Termination. If Luby's or Executive desires to terminate Executive's employment hereunder at any time prior to expiration of the Term, it or he shall do so by giving written notice to the other party that it or he has elected to terminate Executive's employment hereunder and stating the proposed effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder.

Consequences of Termination.

By Expiration. If Executive's employment hereunder shall terminate upon expiration of the Term, then all compensation for periods subsequent to termination and all benefits to Executive hereunder, other than the Option, which is governed by its own terms in such circumstances, shall terminate contemporaneously with termination of his employment.

Death or Disability. If the Executive's employment is terminated during the Term by reason of the Executive's death or Disability, all Compensation and benefits to Executive under this Agreement, other than the Option, which is governed by its own terms in such circumstances, shall terminate contemporaneously with the termination of employment and without further obligation to the Executive or the Executive's legal representatives under the Agreement (other than payment of the Executive's Base Salary in respect of the period through his date of death or termination for Disability).

Termination by the Executive without Good Reason or by the Company For Cause. If the Executive's employment is terminated by the Executive without Good Reason, or by the Company for Cause, all compensation and benefits to Executive under this Agreement, other than the Option, which is governed by its own terms in such circumstances, shall terminate contemporaneously with such termination of employment and without further obligation to Executive or Executive's legal representatives under this Agreement (other than payment of Executive's Base Salary in respect of the period through his date of termination).

Termination by the Executive for Good Reason or by the Company without Cause.

If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall be obligated to pay to, or make available to, the Executive Executive's monthly Base Salary and benefits in effect on the date of termination for the remainder of the Term. The Executive shall have no obligation to seek other employment during any time period for which he may receive payment pursuant to this subsection (d), and in the event the Executive obtains other employment during such period, the Company's obligations to make payments pursuant to this subsection (d) shall not be reduced. In the event that continued participation in any Luby's plan is for whatever reason impermissible during the remainder of the Term, Company shall arrange upon comparable terms benefits substantially equivalent to those that may not be so provided under the plan maintained by Luby's. The parties agree that the payments provided for herein constitute part of t he consideration provided by the Company for the Executive's agreements contained in Section 5 hereof.

Notwithstanding clause (i) of this subsection (d), if, at any time during which the Executive would otherwise be entitled to receive any payment pursuant to clause (i) of subsection (d), the Executive engages in any activity or takes any action which would be prohibited under Sections 9 and 10 hereof, then the Executive shall be deemed to have irrevocably forfeited any right to receive any further payments pursuant to this Agreement, provided such forfeiture shall not limit Luby's rights to seek to enforce such provision or to seek damages; provided, however, that the Option and the benefits thereof shall not be in any way affected by this clause (d)(ii) of this Section 8.

Disclosure of Confidential Information. Executive acknowledges that Luby's will disclose to Executive, or place Executive in a position to have access to or develop, trade secrets or Confidential Information of Luby's or its affiliates, and shall entrust Executive with business opportunities of Luby's or its affiliates, and shall place Executive in a position to develop business goodwill on behalf of Luby's or its affiliates. Except to the extent required in the performance of his duties and obligations to Luby's as expressly authorized herein, or by prior written consent of a duly authorized officer or director of Luby's, Executive will not, directly or indirectly, at any time during his employment with Luby's, or for 18 months subsequent to the termination thereof, for any reason whatsoever, with or without cause, breach the confidence reposed in him by Luby's by using, disseminating, disclosing, divulging, or in any manner whatsoever disclosing or permitting to be divulged or disclosed in any manner Confidential Information to any person, firm, corporation, association, or other business entity. As used herein, the term "Confidential Information" means any and all information concerning ideas, concepts, products, processes, and services related to the business of Luby's, including information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, or the selling of any product or products to any customers of Luby's, disclosed to Executive or known by Executive as a consequence of or through his employment by Luby's (or any parent, subsidiary or affiliated corporations of Luby's) including, but not necessarily limited to, any person, firm, corporation, association, or other business entity with which Luby's has any type of agency agreement, or any shareholders, directors, or officers of any such person, firm, corporation, association, or other business entity; provided, however, that Confidential Information sh all not include information generally known in any industry in which Luby's is or may become engaged during the term of this Agreement, information disclosed publicly by Luby's or any information, ideas, products, processes, services, and concepts existing and known to Executive prior to his employment by Luby's. On termination of employment with Luby's, all documents, records, notebooks, e-mails, or similar repositories of or containing Confidential Information, including all copies of any documents, records, notebooks, e-mail, or similar repositories of or containing Confidential Information, then in Executive's possession or in the possession of any third party under the control of Executive or pursuant to any agreement with Executive, whether prepared by Executive or any other person, firm, corporation, association, or other business entity, will be delivered to Luby's by Executive.

Noncompetition; Standstill.

Executive recognizes and understands that in performing the responsibilities of his employment, he will occupy a position of fiduciary trust and confidence, pursuant to which he will develop and acquire experience and knowledge with respect to Luby's business. It is the expressed intent and agreement of Executive and Luby's that such knowledge and experience shall be used exclusively in the furtherance of the interests of Luby's and not in any manner which would be detrimental to Luby's interests. In consideration of the benefits herein, Executive therefore agrees that so long as he is employed by Luby's and for the Covenant Period (as defined below) after termination of Executive's employment, Executive will not directly or indirectly:

engage in any other "cafeteria-style" restaurant business (as defined in the resolution of the Board of Directors of the Company dated March 7, 2001 adopted in connection with Executive's initial employment by the Company) or own any interests whether as an owner, shareholder, joint venturer, partner or otherwise, in any other association or entity that engages, directly or indirectly, in any "cafeteria-style" restaurant business in each case in any state where Luby's or any of its affiliates are conducting business on the date of this Agreement or in any contiguous state; provided, however, that nothing herein shall prohibit Executive from holding or making passive investments in limited partnerships or corporations whose securities are traded in a generally recognized market provided that Executive's interest, together with those of his affiliates and family do not exceed 1% of the outstanding shares or interests in such corporation or partnership; or

render advice or services to, or otherwise assist, any other person, association, or entity engaged, directly or indirectly, in any "cafeteria-style" restaurant business in any state where Luby's or its affiliates conduct business on the date of this Agreement or in any contiguous state; or

contact or solicit any employee of Luby's or any of its affiliates to induce them to terminate his or her employment with Luby's or such affiliates.

Executive agrees that for so long as he is employed by Luby's and for the Covenant Period he will not without the prior written consent of the Company: (i) knowingly, after due inquiry, sell any shares of Common Stock of the Company ("Common Stock"), or right to acquire Common Stock, to any person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) that would subsequent to such sale Beneficially Own (as defined in the Purchase Agreement dated March 9, 2001 between the Company, Employee and the other signatories thereto, as amended (the "Purchase Agreement") in excess of 10% of the Company's issued and outstanding Common Stock (1% in the case of industry competitors), (ii) solicit, or participate in a solicitation of proxies or votes or consents to vote any voting securities of the Company or grant (except to the Company or its representatives or representatives of the Executive) any proxies to vo te such securities or subject their shares in the Company to any voting trust or other voting arrangement or agreement, (iii) form, join, or in any way participate in, any group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) with respect to voting securities of the Company, or (iv) seek, propose, or make any public statement regarding any merger, tender or exchange offer or other business combination involving the Company or any sale, assignment, transfer, lease or other disposition by the Company of all or substantially all of its assets; provided, however, the covenants contained in this subsection (b) shall terminate and shall be of no further force or effect upon the occurrence of a Change of Control (as such term is defined in those certain Amended and Restated Convertible Promissory Notes dated June 7, 2004, executed and delivered simultaneously with this Employment Agreement).

"Covenant Period" means:

twenty-four (24) months if Employee is terminated by the Company for Cause or if Employee terminates his employment without Good Reason; or (ii) if Employee's employment is terminated for any other reason:

(x) twelve (12) months for the activities prohibited by clause (ii) and (iv) of Section 10(b) and

(y) twenty-four (24) months for the activities prohibited by any other provision of Section 10.

Enforcement and Remedies. Executive understands that the restrictions set forth here may limit Executive's ability to engage in certain businesses in certain geographic regions during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages would not be sufficient remedy for any breach of Section 9 or 10 by Executive, and Luby's shall be entitled to enforce the provisions thereof by terminating any payments then owing to Executive under this Agreement and/or by specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach, but shall be in addition to all remedies available at law or in equity to Luby's, including without limitation, the recovery of damages from Executive and Executive's agents involved in such breach and remedies available to Luby's pursuant to other agreements with Executive.

Insurance. Luby's may, in its sole and absolute discretion, at any time after the Effective Date, apply for and procure, as owner and for its own benefit, insurance on the life of Executive, in such amounts and in such forms as Luby's may choose. Unless otherwise agreed by Luby's, Executive shall have no interest whatsoever in any such policy or policies, but Executive shall, at Luby's request, submit to such medical examinations, supply such information, and execute and deliver such documents as may be required by the insurance company or companies to which Luby's has applied for such insurance.

Notice. All notices and communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Executive: Harris J. Pappas
642 Yale
Houston, Texas 77007

with a copy to: Frank Markantonis
645 Heights Blvd.
Houston, Texas 77007

and Fulbright & Jaworski, L.L.P.
1301 McKinney Suite 5100
Houston, Texas 77010-3095
Attn: Charles H. Still

If to Luby's: Luby's, Inc.
2211 Northeast Loop 410
San Antonio, Texas 78217-4673
Attention: Chairman of the Board

With a copy to: Hornberger Sheehan Fuller & Beiter Incorporated
700 N. St. Mary's Street, Suite 600
San Antonio, Texas 78205
Attention: Drew R. Fuller, Jr.

Controlling Law. This Agreement shall be determined and governed by and construed in accordance with the laws of the State of Texas, without giving effect to any conflicts of law provisions.

Additional Instruments. This Agreement governs the rights and obligations of Executive and Luby's with respect to Executive's base salary and certain perquisites of employment. Executive's rights and obligations both during the term of his employment and thereafter with respect to stock options, life insurance policies insuring the life of Executive, and other benefits under the plans and programs maintained by Luby's shall be governed by the separate agreements, plans, and other documents and instruments governing such matters.

Liquidated Damages. In light of the difficulties in estimating the damages for any early termination of employment, Luby's and Executive hereby agree that the payments, if any, to be received by Executive pursuant to this Agreement shall be received by Executive as liquidated damages. Payment of the amounts set forth in this Agreement, if any, shall be in lieu of any severance benefit Executive may be entitled to under any severance plan or policy of Luby's.

Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of applicable law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

Miscellaneous. No provision of this Agreement may be modified, waived or discharged orally, but only by a waiver, modification or discharge in writing signed by the Executive, and such officer of the Company as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. Wherever appropriate to the intention of the parties hereto, the respective rights and obligations of the parties hereto, will survive any termination or expiration of the term of this Agreement as specifically set forth herein; in add ition Sections 8, 11, 13, 14, 15, 16, 17, 18, 19 and 20 shall survive such termination or expiration to the extent the context thereof requires.

Entire Agreement. This Agreement (which term shall be deemed to include the exhibits hereto and any other certificates, documents or instruments delivered hereunder) the Purchase Agreement and the other Transaction Documents (as defined therein) constitute the entire agreement of the Parties hereto and supercede all prior agreements and understandings, both written and oral, among the parties as to the subject matter hereof. There are no representations or warranties, agreements, or covenants other than those expressly set forth herein, in the Purchase Agreement and in the other Transaction Documents.

Effect of Agreement. This Agreement shall be binding upon Executive and his heirs, executors, legal representatives, successors and assigns, and Luby's and its legal representatives, successors and assigns. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the Parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either Party hereto, shall be subject to voluntary or involuntary assignment, alienation, or transfer, whether by operation of law or otherwise, without the prior written consent of the other Party.

Execution. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Deemed Resignations. Any termination of Executive's employment shall constitute an automatic resignation as an officer and director of Luby's and each subsidiary or affiliate of Luby's.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

/s/Harris J. Pappas

Harris J. Pappas

LUBY'S, INC.

/s/Gasper Mir, III

Gasper Mir, III
Chairman of the Board

EX-11 12 e11-3q04.htm WEIGHTED AVG SHARES USED IN COMPUTATION OF PER SHARE EARNINGS Exhibit 11 Exhibit 11

WEIGHTED-AVERAGE SHARES OUTSTANDING FOR THE
COMPUTATION OF PER SHARE EARNINGS

The following is a computation of the weighted-average number of shares outstanding which is used in the computation of per share earnings for Luby's, Inc. for the three quarters ended May 5, 2004, and May 7, 2003.

Quarter ended May 5, 2004:
22,470,004 x shares outstanding for 84 days	1,887,480,336
Divided by total number of days	84

Weighted-average number of shares outstanding - basic	22,470,004
Adjustment for potentially dilutive securities	121,980

Weighted-average number of shares outstanding - assuming dilution	22,591,984




Quarter ended May 7, 2003:
22,456,296 shares outstanding for 84 days	1,886,328,864
Divided by total number of days	84

Weighted-average number of shares outstanding - basic	22,456,296
Adjustment for potentially dilutive securities	-

Weighted-average number of shares outstanding - assuming dilution	22,456,296




Three Quarters ended May 5, 2004:
22,470,004 shares outstanding for 252 days	5,662,441,008
Divided by total number of days	252

Weighted-average number of shares outstanding - basic	22,470,004
Adjustment for potentially dilutive securities	8,132

Weighted-average number of shares outstanding - assuming dilution	22,478,136




Three Quarters ended May 7, 2003:
22,433,043 x shares outstanding for 58 days	1,301,116,494
22,448,574 x shares outstanding for 98 days	2,199,960,252
22,456,296 x shares outstanding for 96 days	2,155,804,416

Total	5,656,881,162
Divided by total number of days	252

Weighted-average number of shares outstanding - basic	22,447,941
Adjustment for potentially dilutive securities	2,422

Weighted-average number of shares outstanding - assuming dilution	22,450,363

EX-31 13 e31-3q04.htm SECTION 302 CERTIFICATIONS Exhibit 31 Exhibit 31

Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher J. Pappas, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Luby's, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

June 10, 2004

/s/Christopher J. Pappas

Christopher J. Pappas
President and Chief Executive Officer

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to Luby's, Inc. and will be retained by Luby's, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Ernest Pekmezaris, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Luby's, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:

June 10, 2004

/s/Ernest Pekmezaris

Ernest Pekmezaris
Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to Luby's, Inc. and will be retained by Luby's, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32 14 e32-3q04.htm SECTION 906 CERTIFICATIONS Exhibit 32 Exhibit 32

Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Luby's, Inc. on Form 10-Q for the quarter ended May 5, 2004, as filed with the Securities and Exchange Commission on the date hereof, I, Christopher J. Pappas, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:

June 10, 2004

/s/Christopher J. Pappas

Christopher J. Pappas
President and Chief Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Luby's, Inc. and will be retained by Luby's, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Luby's, Inc. on Form 10-Q for the quarter ended May 5, 2004, as filed with the Securities and Exchange Commission on the date hereof, I, Ernest Pekmezaris, Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:

June 10, 2004

/s/Ernest Pekmezaris

Ernest Pekmezaris
Senior Vice President and Chief Financial Officer

10-Q 15 q30410-q.pdf UNOFFICIAL 10-Q IN PDF FORMAT begin 644 q30410-q.pdf M)5!$1BTQ+C0-)>+CS],-"C$T-2`P(&]B:B`\/"],:6YE87)I>F5D(#$O3"`R M,3,X,CF4@,38P M+U!R978@,C$P.#8W+U)O;W0@,30V(#`@4B]);F9O(#$T-"`P(%(O241;/#)C M.&5A-3)E-V8W,V%C,F,Q938V.3$V-64U-C@V-31B/CPQ-F-B-&(U,S(Y,C`R M8S0R8F8Y-F-F.#DS,S$P,&8Q,3Y=/CX-"G-T87)T>')E9@T*,`T*)25%3T8- M"B`@("`@("`@#0HQ-#<@,"!O8FH\/"],96YG=&@@,S@S+T9I;'1EVJ>WQ+T)TRJ]FNZG<@4B"ZS&HN2"9Y2Q!0A?J=9*A:-=OC$)%D ML.X[U4BZDX'::H]9NZI#U8*-`ZH`ZP%9N`7D)G40&TB46:.*;``Z6K"!@8$# MY'H@C6"`6:$P(9`:!B8-B!R3L@54!"CETL#`*"@H`>0H-3`P`R64TD`RK!$0 M@QB!,H+&<`.!#$:08A>@-K`Q(!D6#[!FN.50A1Q0-L18%!'J12;0X%8&9L4S M0)H'B/G`:46%@8=-($UKXR$&AC.\"IH+%W;PGO*2%LP(#`@-C$R(#%LP(#`@-C$R(#'1=+T5X=$=3=&%T93P\+T=3 M,2`Q-34@,"!2/CX^/@UE;F1O8FH-,34P(#`@;V)J/#PO5'EP92]&;VYT+T5N M8V]D:6YG+U=I;D%N7!E+T9O;G0O16YC M;V1I;F7!E+U1R M=654>7!E+T9O;G1$97-C7!E+T9O;G1$97-C2A4:6UE7!E+T9O;G1$97-C2A4:6UE\>#T7=-^=_+LX>5$4D@05=R;D MQ5EG:=&Y'0EUB_H$VY(DHV+A1RD53R?1V_*^(C$I_F#1.HA6<9YYT6Z49[&P ME$H=6R=ZYKZW+,D/C1/U[O*B.'])\^*T.)_3_/SLW?5%<8'AZ>5+.G]_]N/I MY>MS.KMZ\^9B/K^XNB36"N-[76XD54JI$+%PFGKIP>37KXNIR M2B_CLYA()D;G3EKPB"25FK$<)\)][;3.3(SW,[PVD/XRK)X7)U*I6&9D7=Z79Q?__P;79^_O;HNZ.V[Z_F[T\N"BBO&KF"`A**K:Q+F)EK>3&CR>_'3 M2>XTYH13*[+2QMKV0"DU,N_(/J%EC-BS4L4F&RPY1;_<@A1[2' MKK@^O9Q?.(#^1^P,8V&LBMNM5TU-;WUX+UJFPW]A_]HVX1!X""1>#I(F0V.31AXP4CL&=/"%TC! M)'EL]4`*,QMG(_E'].DPCLZ:S6;5=6SOW6I=4;W;W%8MB5FFDBR8(6A%)\JX M)-*Y9I,V)RI#VO?3]7ZJ8J%YVN\.\V-KPVX3/^O]H=[TP8.#ZZRO!/M-H7+( MK"]*?B25YKC6QH(M>L3T/G"$4_3S[O;3#]V4+NI%',39YVN<2AVC#N*.:5VD M.*MUKC9:Y^SL(RKDXL@)=1.=?RPG,Q6GT6)+M1^%A0T_1%11X^=W$U!\!*CO M_7SEYMVV#?O#UUN_+2QV$VC.(NH>_;Q:K.Y6U=)/:%7W@VU'BX<#]:W_$KQS M,W%Y.Z"EN4AJ0CE"3?@Z7O!$2#%#"I_!*QJ@*/T<;L>.%GG.P:V%974]<)*5 M?8A>5NOR::)@(@R6>+25,W/0K>,$60II?3)%?=JGEB`*Q7%?=`N?L^U3.AE)%&'9Y2@V&E^DP34@4?(PLS.GYR)R1$QLRLN6!HT+AK$X9T M5B*/Y?YU?ICK"DX<7@JKN=\ZH((OQZ\P3IA.%!_T*&*>Y MB*CQ@\_P8D72S^N:O_<(H$793\.&\,[NMSYP>8V?-1^?C*# M$F?4\R>;*1NG>$W(*`2ZZITNC$\Z%.69R'4.RIC,K+;,'9X!#-"]K.JVWC0-?1\V4"@R4"]HT^EAVE&92I,>.$G&2F^QY1W$5S"27-,0H M5P,)9XCO3\',79"4$GUO%@I1B`_M--U$I\ME6W4=$H,>VU6]6#V6:ZH^5HO= M=O5W%3H3)#/:W^2PIH]N*LT=(J9":8.`]6ZYJN_IG]4C+9IEA>@X(#*X+4]A MQS&,HY,7__H<5!PJ33/]&:H#DP@93B1%@D;0&CW+8>"A=@M'HK5ZUN$'54+F M>=BV%\[1^?3T%',M2*,UBOED!E*,NK"R:/Q\XV.'\4.LY_[&J@`C;BV`[GOQ M2[FTH[V0Z$G#K2CD]6)(=I_B8$X;72.IJ_N5"[L.%3ISU`=6=..R]K,?.MKN M(].""8;QXT-3]]W8E+R@FID55.KW[99A]9[*MBH=OE,JZR7]6MUV_MU8^L`, M?=N$]E!E7V"&P1FIMV`:.MR`W_=H:6PS+^, MBULO0PZR)S]_ZU=6[I>!!1SEVLWH4U4ZJ'CBMZ''*NM[7-TZOUHO*O*;2R^R MV_I];842YL>`B=NMP+,'_K-99@]R[@@S/G!/C\_#)-$^&.7IV)C1GN2X[(J^ M>*EP%[RHERO7?BW*K7M6A)QC?L4IJ\6?M)D(Z;HS":>T?]+30^4W[WW%9LR2",+9 M5PO_D=^$U@/E#MV',#?1$D+*`&GN/KO$6R0^;WULJT7E6-X[Q\12&S,X1ZA>`9++*4!Z.+!26+M] M\)$.I@Y^OZVJFKK=[1\X&-]8N]WB@>^&>PVS7L5QR)A]/'X(KD7'B9%3ECO/ MR<@!G4?`M_%AD?NP@&?IL>S\"N4)+UB7(0X`< M4H0BE^48<<&CGCJ."4-:U'G>;P''B,J/N^"(E5PVM/\+9"51RB&^UY>P\J\J M5`EZ)7VH\+@-0UY:X6^0A_R)ZGM8XVT^I",RD9-PE'_(/M=[^^QSB??@LPV. M=7T;6%@F>M0]J%YR&L*/Q`!$#<380(659WJ]K?O@00 M4MDH%0?JM2$5E^A#Z'JWKG"5O)U)#F$V:F*C?61CC."^F<0AP-`F*9-_=A4( MP!R$P1X7E'7VLLI=**J/;C MA>MH'FC9P.ZZ\3M[=@IV?XV=/#/5GG<6:S?;+2O2TURI*8>NYZ'67S'_.V"/ MI+0(4AI!`TL/7OX``/I^LHT*#0IE;F1S=')E86T-96YD;V)J#3$U-R`P(&]B M:CP\+U1Y<&4O1F]N="]%;F-O9&EN9R]7:6Y!;G-I16YC;V1I;F%LM-#DX("TS,#<@,3$R,"`Q,#(S72]&;VYT3F%M92]4:6UE M513=Q;'?V_) MGI"5L,-C#5N`L`:0-6QAD1T$40A)"`$20DC8!4%$!11%1(2JE3+6;71&3T6= M+JYCK0[6?>K2`_4PZN@XM!;7CIT7.$>=3F>FT^\?[_=\P"@ M)Z6JM=4P"P"-UJ#/2HS%%A448J0)``,*(`(1`#)YK2XM.R$'X)+&2[!:W`G\ MBYY>!Y!IO2),RL`P\/^)+=?I#0!`&3@'*)2U:65)H91 M$^OQ!'&V-+%JGKWG?.8YVL0*C5:!LREGG4*C,/%IG%?7&94X(ZDX=]6IE?4X M7\79I/\W!2K4F"@T5(PE*>NKE`:#,$,FKY3I%9BD6J.3:1L!F+_S MG#BFVF)XD8-%H<'!0G\?T3N%^J^;OU"FWL[3D\RYGD'\"V]M/^=7/0J`>!:O MS?JWMM(M`(RO!,#RYEN;R_L`,/&^';[XSGWXIGDI-QAT8;Z^]?7U/FJEW,=4 MT#?ZGPZ_0.^\S\=TW)OR8''*,IFQRH"9ZB:OKJHVZK%:G4RNQ(0_'>)?'?CS M>7AG*J46C\C#ITRM5>'MUBK4!G6U%E-K_U,3?V783S0_U[BX8Z\!K]@' ML"[R`/*W"P#ET@!2M`W?@=[T+962!S+P-=_AWOS;`+#8#L8`[O!?G`0C(./P0GP1W`>?`FN@5M@$DR#AV`& M/`6O(`@B00R("UE!#I`KY`7Y0V(H$HJ'4J$LJ``J@520%C)"+=`*J`?JAX:A M'=!NZ/?04>@$=`ZZ!'T%34$/H.^@ES`"TV$>;`>[P;ZP&(Z!4^`<>`FL@FO@ M)K@37@E& M!I%19#]R##F+7$$FD4?("Y2(@6= M0F?0UP0&P9;@10@C2`F+""I"/:&+,$C82?B(<(9PC3!->$HD$OE$`3&$F$0L M(%80FXF]Q*W$`\3CQ$O$N\19$HED1?(B19#223*2@=1%VD+:1_J,=)DT37I. MII$=R/[D!'(A64ON(`^2]Y`_)5\FWR._HK`HKI0P2CI%06FD]%'&*,IMZA,:C>9$"Z5ETM2TY;0AVN]HG].F:"_H M'+HG74(OHAOIZ^@?TH_3OZ(_83`8;HQH1B'#P%C'V,TXQ?B:\=R,:^9C)C53 MF+69C9@=-KML]IA)8;HR8YA+F4W,0>8AYD7F(Q:%Y<:2L&2L5M8(ZRCK!FN6 MS66+V.EL#;N7O8=]CGV?0^*X<>(Y"DXGYP/.*: M1^0)>%)>!:^']UO>!&_&G&,>:)YGWF`^8OZ)^20?X;OQI?PJ?A__(/\Z_Z6% MG46,A=)BC<5^B\L6SRQM+*,ME9;=E@NMMUF?L7YDP[,)MY';=-LWQ>Z4 MW2-[OGVT?87]@/VG]@\OZS$W@EN^VRFW<[;[`4B`5-`GV"FZ[,]RCW&O<1]VO>A`]Q!Z5'EL]OO2$ M/8,\RSU'/"]ZP5[!7FJOK5Z7O`G>H=Y:[U'O&T*Z,$98)]PKG/+A^Z3Z=/B, M^SSV=?$M]-W@>];WM5^07Y7?F-\M$4>4+.H0'1-]Y^_I+_R$WQ#QQAKA7 M_'DH(30VM"WTX]`78<%AAK"#87\/%X97AN\)O[]`L$"Y8&S!W0BG"%G$CHC) M2"RR)/+]R,DHQRA9U&C4-]'.T8KHG='W8CQB*F+VQ3R.]8O5QWX4^TP2)EDF M.1Z'Q"7&=<=-Q'/B<^.'X[].<$I0)>Q-F$D,2FQ./)Y$2$I)VI!T0VHGE4MW M2V>20Y*7)9].H:=DIPRG?)/JF:I//98&IR6G;4R[O=!UH7;A>#I(EZ9O3+^3 M(J"(X6DPKS"G86SB^,7;UH\7114U%5T?8E@ M2<.26419?]E]581JH^I!>53Y8/DCM40]K/ZV(JEB>\6SRO3*#RM_ MK,JO.J`A:THT1[4<;:7V=+5]=4/U)9V7KDLW61-6LZEF1I^BWUD+U2ZI/6+@ MX3]3%XSNQI7&J;K(NI&ZY_5Y]8<:V`W:A@N-GHUK&N\U)33]IAEMEC>?;'%L M:6^96A:S;$K+-N:VS;7IYXO)=[=3VRO8_=?AU]'=\OR)_Q;%.N\[E MG7=7)J[^ZL2I\U?;5Z&KUZHDU`6NVK'G=K>C^HL>O9[#GAUYY[Q=K M16N'UOZXKFS=1%]PW[;UQ/7:]==9)W2 MGD">KI\=GXN?^J!IH-BA1Z&VHB:BEJ,&HW:CYJ16I,>E.*6IIAJFBZ;]IVZG MX*A2J,2I-ZFIJARJCZL"JW6KZ:QK_UP'#`[,%GP>/"7\+;PUC#U,11Q,[%2\7(QD;&P\=! MQ[_(/%$XIZ#+HO.E&Z=#J M6^KEZW#K^^R&[1'MG.XH[K3O0._,\%CPY?%R\?_RC/,9\Z?T-/3"]5#UWO9M M]OOWBO@9^*CY./G'^E?ZY_MW_`?\F/TI_;K^2_[<_VW__P(,`/>$\_L*#0IE M;F1S=')E86T-96YD;V)J#3$@,"!O8FH\/"]#;VYT96YT7!E M+U!A9V4O4&%R96YT(#$S."`P(%(O4F]T871E(#`O365D:6%";WA;,"`P(#8Q M,B`W.3)=+T-R;W!";WA;,"`P(#8Q,B`W.3)=+U)E'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@,"!2/CX^/@UE;F1O8FH-,R`P M(&]B:CP\+TQE;F=T:"`Q-#@T+T9I;'1ER2(`!:[WW[[8?GRIQL.=\WJQV3U,DD$<$AN5SQ@@8``_]Q( MQ((I!3)B0D#RL'IYW820-79%`$U6KG!9$$209&YD(#FNO(_I70YBG?Q-II4S M+:+>M!L)J5@8@N&<18ILV_UJL,2MI=\.FZ<7S16\*S,&9)!+%D?.0SL21C`3 M0DB.#E8X6?%IR(4U\[:J'S`D_Y.UX4NF`\'!YXP;CBZ_=MO"<9N+X],AK=N\ MAKSTS-+:*;MD55PMKG460"2X#U7\DOJS<) M6=(!Q7_R3>R)$;@(=!P3OT))J'`B7)VO,+Z03V8EU_-IA7B/TT+2YV0639MA MEJOY[)ST`XYQ##HR+'9)&3BN)X">P"8E$#[<@FN![S%'@W:S3TN(:#VJ1,DY M.]^U.;*SW^;.1(9HC>/>["R?O6WD?-PO&NK0[X?$^R%+-VV*IQ"+YN=$2,C! MA+8)1R9$TJ4;)-@T3L(A*"421;#@6R&)9PA)C2$IN_Y]6B*Y*)(7#;PNFNS0 M-$2]M-S"JS+=/S5%0T4SAC[6@'78PW+:%FV_YW/>'/:MW?+A,:\MCT\P0N:% MXH+G*%\:>M-?/!&L?1T&WAEL4C!I$#:DJ?H&;/(98#,C;(.4E6V!)"B^YC9N M?+#O?Q.,^ZHYU'D#Z:8ZM*AU]7W>PN>BN3_Q!JLP/'/G"Q6&'V'@\IPQDML" M^1[&J&<(?13_[@XA^:RK?6/#_EA76;ZE2$]R'+#03([B*"Z![JM`3K,Z40[6 M%;?NZ_]X45CEH!)+E=HK*TGKAW:'=\Y<5D40:]V=_UV:JA!U?DE2W>0E176S M%P3532[HZ4Q%%1^NM@45=6S!!D#JLT()YF(9Z!&H+ANN1LB`4-I[G=^FMGY_ M?T2@;O*RJ&K\R@XUECC2>3#OG.C*\(R^4GVC;J?D7;@7'7M[IVX.FX?"R1+* MRONTQ2:B@;:"%/ZH6GNG=RX^P<_5?DNS_X>C%ZHL?(8J&RT'SO*;?W?%IFB; M3E0?JYI$M03;>D7^KR?EIE@T*S=T>RPW?2%&$3",8YX+-;I\4]R5:7M>VXHN MMDE\1-N1AB'14,UT6_6MJAU0=R6%[59==S5H_TFW;!=B9-PNG#9?1IJQ^\+% M?3MH1U@O(HJ94:1773,8#WUP!\JKK;NSAH9K+9GTK#STHF#M&*:Q,-&P1/TA MIX;Z/#D5%8763$^VVAZJA6Y']%J&+JE8.,V30PXZ;[DTW'F;['+L6A_6*$7> M(S:%+/+2\FGM&_3YQ1I5QFOPLB[Q"CJEBMU"K?JO5]"UW_MNX_+2M6;:H];^ MR@VO#W6=#YC\L^)0P$J%BG`1!K,H0$5,1:A4=!4C/']"N000"BIU@L(81AH] MZZM;P@7-?UKME9AV5]G@48$CH?GIQ4@'R([^38[ANS/2&KN"KVFQM^\$YK*0Z6R MW]DNK>^Z9U^+U)[@]T><1.+D$4>&=W?;SF8P]+"_VA?E/45$2G',-TV!V1[?]=RZAF5('FS$/;9&C8D0.N,?IFOAVC^*/ M%VF3.UKT@=H?8Z3N9Z>^^%HTI3-FPG1`5?82IN!Q;9VG#1;B9N#E8YUF;9%9 M@P>ZAFX+#/,.CD6[(Q_@YLTUOKVB/4M8]]U5,7'87?+XWWY'V4P]Y8-*N-ZX M!Q0[X+)JH2BSJL:PL?/?X@]+CJ+I'1'4W1A=&4\/"]'4S$@,34U(#`@ M4CX^/CX-96YD;V)J#38@,"!O8FH\/"],96YG=&@@,S@X-2]&:6QT97(O1FQA M=&5$96-O9&4^/G-TOP,/.E-JA$.(.],UQG*TZ MKG.Q.IU.LP^T1,?:44A7E++)O]]S`!*D*,JRL\F,1>#@,?*XG MKQ>35XL%)XPL[BEE.8%F6 M6;)8AB]#%O^=)._SSP41T\5_\&C9'"VHL^%H_\6LH\P2PR75_NR9/X#C4>'3 M-6=M=V1.9N3M_.;BYG)^<4WF-V_???SM8C%_=X-W7"TF\3!&+>%"4`474,&< M(]MB!"EQ(*GI:#*WIPB#;C;)173M%9<^ZT\F`BZVB3!XL;L/;K`1=C#]0&T9E MYQ$64R1XY'I_]_VG.B7SY()C1+62U!$F-4:9H$T'ZTR; M//Z#6T@>V"@-Y=9O!`T%B\HJ/.*OY%,R99S:9#Y55"0EV3U4^SHO5_6GZ?3? MBU_[GHZ.Q@_!'99;[_B!7H?:8%B$.324U"92P3]#_3U4@#2:'BH8L3I_2EDOETQ]0UYP!,PYA0#\?IF[(7)YE M<@!H@G(%.=1;K+B2P79"IC/&)#@*=XK6?@F@C*4.A0QP8E$CAHSHT40*U0DE M0ZU[0J.Q?(-0#60VZYW*`M!'H8.)5JB1$OHR0[5L9%BX_8TCOL3"SP2><19& MI,BHAFLSB0>V2>*)S$,93">_3R&]DS+?K]8`P`!C.$F\KXY*Q!I?E(>WAXMG MX"O)'$>TS[1R$>]-J)/;VZO%K5\I'+6.X[FP!*+,I0P*^7!!,.'`F300&-WH M,6NW(),X`/^PL243#R--NE_NIT`Z(MENBS)\[<`^EI"+N@9"^3D<>$*%K)` M+(9&!6".+KE]J+:[*71YR0RUL$D8%.!=GFR_("NZA*S]9/FUJ(.XF0^KRC!7 M=W[I'1$\U-C4N@C2S0H[=)'M7!3I1(* MY$D/C(1UL2%2F^/19E7?RPUB+EX/B7:"U2:=69;')1ZQB/-\5]`4BU(NMR M6?E:$>!QAH"SR[\5=1]!Y&A]/,L>GDKYXB@80P:$J3+EVS#XJWL4U;83T*1# M0Z(RWQO`]<$%814*&6^%7R8/0*4,5\29./9W;,+8MO+-Y(]_0DL2C_&+`(UU M7Y$/G0Y!;I%S^^R-U!3-R%!PQ-^M=)S`&^DX@[?7/H?"\3DHX976/%(.N8PW M:(/_%M4.'I;+/1+:CN2>Q88(\TR8Y"9U^BBOGX9)FQJ8?KH<;8\HC#\5F M1>ZK+:GS3=&O!WZV/!`O\CF01 M:-$/D!M]T@818)M(?IQ,E!IAR4,8B^1Z0)=*'J&95`J+]FDTDPJ=?P+-&F$/ MS>),'/L[(IHU\D,T:Q:=1+-6/HYFK1GC:-9*Q]&LD8ZC67OML]$,GGC.O^T\ M%$2.YBK$8%%!-YT@F+4@-LB"\7YXF`6^']:,)5SI-%/Z&8TP]+^NZW\%QR:! M&Y=:RXZ20@(-GLL)>%""8T[D1!#V'*03*T7@--Q7FW@0;ZI-N\\,!MS4P[#G?T_.;E`[^%1:<= MU\A/>"Y(-69S7ZCQHLY&*T=<%[>.^:ZYU5"KSU42D1RJJ>T)CCO=Z_G%Z_GU M?#&_NB47-V_([2\7'Z]^>7?]YNKC[4]3@YWCU8??YXL_\0WKF''^\;]6Y=U#_# MX0*.R?!9%;[[A\)- M5F$`#YGP\=@7EF%03V]ZHA4IJV9-)A!P>(M MS&<;)CY^%_Y[!9FX#1.8D.:P26U7U43[KL@=MW=0[YK;\PZWONL\ZGZ4XP?^ M5LRU38\&=XMSZ=+S)3OI)G"1%+)71A@BO7:\F:R M(#I\?9I.9[Y%_\$<,S:5+GM1CCEL$MV0UH6R5)][N0J=(8>,$U0C[!%4G&G' MX8Y(4(W\D*":12<)JI6/$U0C'2>HSL8Q@NJVCA!4>^MS"`KO%M)2IV.KEZG( M$VT*A9/3,IQR#9YGB(Z];Y:SM/W\4$VVR M,,%2YWJ(!'QYA$B9C534[/-P7:S(="30;2#9;\71TVX) M!X3]!P^\#@)%=Y3\\:B4<,_'HBZV7PMR7VVA M!.I=CI'<^6M=NU_R\_U@1\T^,&GO!GA``>V*C7P M@XAN\$8E*CO"0HB4^!_M5=/;N`U$_XH."U0I9$,B*7Z@QUY[:(L"/70O@E=M MA`WLU$H62']]'V=(2I8H.][%'A*3'%(DAV]FWK.RR+CO`B`-6(V\%R`_X]"F M/#$N`BK"S_S)(UZ.%PCP.#FL$@+9$"B[7B6$HUR9KQ+!.*L2:23U:8]4)8+] MLDJ$29M5(MKS52)8\U5BNF.N2DQ+,U4B[OK>*@%2LV^%1U.L$RG<1*90&"H4 ML1Z8;ZX'4E1(F??5`V4JIU?L05B@\Q8L;.N=LP$+-LYA$4=2WV\QH8+-"U30 MG&U0L'D#$V3<@$2\7A81<6$.$+SCNV2MT!J?8S!<2,LZR*BED&UG0E8(85J2 MC%!I0=+NI)9$M[W:-,$(4LEJ4PK)0Q)IE83H0N9J8ZX0?I(]%%X!%%\Z5@BOO*C_B7I%]\J3'T_G@1K_H>(V=5W5_%>, MC]W9"Q*VCJ,G%GS:/WZ,G.HP\2P@VX>,,![6@&A`H46Z+X3"?[R3:GU*<7OG M'^1/`"CS)(ZF"@4WQ5>A%Z$=JO#QW[(KX<_+A;%4\6)5RV\\6X,?9(C5X:Z? MJT$9,FIU,C'S7XCS&B2!W4Y>UY[[U*@_$*C0G+YR"7^C9>(!!=.@635KERLZ MS>C[Z!NOV*S.?':7*&/VU&TB4N7(W'+E1'+IG;@T^FWXEW9*ZTJ*]BVYA MB8.\O$XQIJ!/=T@L-!#/MGSV`>3`)\;N94"T?2HF5%955S7]&"Y'7ZAHAI[!0%D?\4 MO_3C"+]3.A-E'E^%+__2V]BHX!A7=VCI[Z59. M1A_+IE9T.N;PRE+&H$:HM8U%&5&SA$%$N/0D=`$@Z6P`$(<_S:-9RURDG-M+ MXQQ]W,VSD>&/XU@M7"C6IVHE*IT+2U%84_(#*#G[!5;26)SH%BT!H/96;-"2 M8)S1DC22^K1'XB7!?LE+PJ1-8A+M>682K'EJ,MTQQTVFI1ER$G=]+UMMC,\0 MB9Y0B$\$U0L45W80**)\HC;#_?'$O4_]>?SA`8'2__LZT`BO\.'3EE_-886L ME,[HWFOI0"(=8'S!89&I]^Z6MFFTV\LM;1.,<[3$D=2G/2:TL'V!%IZTC99@ MWT`+6S?0DNZ814M:FD-+V/7=:&FMIRA1V30J56?'[^`U#=3F3-/X7M0TW9'[ MG_@'6.*&1Q2WPO*GAR9.ZGU6-B5P!I#QT&OXZLO;"F%((AI9[P;"_BH_/.QT MTY2BU57=ZB)])T"MW9M&Z'G5;(T,C+W`6@6/R5(85UG;K##7`JFW(`=Z[K9T M4S#.(1='4M]O,2&.S0O$T9QMP+%Y`V]DW(!;O%X6;7%A#FR\XP)KR6G(0^*F MUZ0W;WF-C!=>"R.I3WO,W$;VI=MHTA6_L7W+<63=\ER\8]YU<6G6=[SK.E`1 MP%Q&J>%OB:/[P.2,S@1Z%\.`)&??%]V!B"<2E2>>PB?YXQL87'$\O?3C?AE7 MJT(?'`HOJ)@.A%(3`5G34"F'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@,"!2/CX^/@UE;F1O8FH- M.2`P(&]B:CP\+TQE;F=T:"`U,C@P+T9I;'1E2;LS5;M5JSS0(\I6 M2B*5XO3N/(RI&?DC5TU)-7H!M`X??K@S0\;@CYWJ[]M5V^V6XH(VMZM M2(E+BDKX[]^HH9ASQ#2F%&T?5V_>=1+M.C>B1-VN6<&PLM1HN_-O"FW_L\JN MJ\\UXOGV7S8T#Z%#7`BJ!.82*2JQX#;JVKF2%(2X(!^?/[W\N2O0AV:'D8VU MUG8M:X()S/+>#^76:1U?P>M=VW3MP_UM=:AOT>8`C\>Z.72HO4-73_6^.MS# M`'23/3?5\^T]#+K);>R+[8HHCHE&RNZ<(RH9EK!T3#C:UZL[FZ=^"YPIK"F, MI5C8'91N[6X!*&Q;^FTK;+3SOB.+N'?G7K.!F<..>&Q.FHM--1 MBIF`(W#Y0C]6+RBGE`F#62:*%"HN6V/%J>B7[;)->40<,SZ.#:-@N9AG1;ZV M2YPN2F(JC4#K40+\BEQ,XK%K`]EEC)+'L1&4S"Z"8&%\[<3-$*$EI.S;JUDS M@XWD9)HB%C*D61D0A:@MD&E:#"9"J,%INL53&V",%(D9-6RP[*@V&`"(D^-81D#*Q?VS\$*1S$V&EN=T=45P\`*J.J7Q`1FPR4Q`R>37.$@AZZ\ MY%A%HX(D#FTPF`TV:G][(V68R32GQ&KD:G$N%R=5)2;+5ET"9J+56`H><@ M2[!5,5R4@(H$3EP([!O)+.T1H!1(N.0NLXZ3AOV#ZE0_/!9!OB9<,YC/D2'0 M;`;4=%N]=,#7PIJ9)'+1:H%FX6$!6*8R[8F6#XB60A0*.XGNP+AV=G!U3T4X M<,KBP'%%+3`J4;;A!;ZW=1X)>?/VX\5F4FN40&N!XIIPC/8D^R=8DK9DJGC! MRW*Z`(E+@&M?A,Y!:FT=2"&XF3`(8%=H,IB+8F(L?[A#`%\&:X=M$U9(IJ:S M08UQ,^0/+"7CO3,M#4QLG3EPY&O*GS!@[$'Y0SL:$H`W)P*(UD@!P3M10+(' M$O#V1`*]V=-`<$\TD.R!",+LB0B2W5-!<$_E$CI(&P]TD,R! M$,+NT<`0&:3DJG(GT`<')M/&,`)U<>T;( MT*2136%MMV:E1AKJ^BX%20Q]5PJ:Y"CMU6AL?.A=;OFCA;+-N@.\\\QJT;NV M/1(\T+"Y5&2V\/TFB"FTDI/5QDVEU@RCA&*3W&`EY5"W,"P(BV0K5"&.Y<$T M#78-\'$O^AJMWM^ MJIK="P!'9Y"M6]1:$-'L2^VB:0R!9=_CO!8OO?\>M>[*X\3VO?MM/L,5XJEN MNOHHH[9T-9_O.QFEA>:GDVGW^2KD20F(?AWRI"A8%).+R4S2ODS`>U\_[>N= M38/.7$YTYC_:QB6V>K0M'C[W0^-_IT./<6A4^2TE+*>)@SOH8N(( M*91\7>((+2C<=+Z=.)(2%_LX^J%N`$4/D`#A(5C=/GK1=>_^UOA'=W`/C[=H M^PJ\9V]ZBZ@[G3]>,,9.Y4\6E*A7Y0\RSD\*FG'^`*MF!GB^1= M[]NO]SG/.OL#$+IK]^@FV]=?ZWT'>74=X29'5=?5!_MEAT&&6?94V==]#O&4 M_TN=P[TW:^RPSIV%6TUIET&DZH^1IF-,7(*`7-T9R:QZWE>-?T6[!_=LNWOW M;#YWL+:NKM%EZT?4N3U!I&"%T[,#2:)A[Y.S&^C;FTQ(8QTGIT>(UWVQ8Q7, MG$)_NM>"B%)E/!-X/2U*XYH@=;:-^\,LF.11D?Y[1=`]BB)&6,6OT6/\YB"? M0:(\P+>P&FOZ+4HGK>`;9!F9^?;Q'E:__`4U,)/];V7..+S73!`1$NHDTT^C MH<.903^YZY=:U%9QO`'@6`TVEE<3572>).?PL'HX2?*A(`_&),A'L7GH':Y+>(^'=;U4,%Y4@-!MX!AAP=02YP!6=P45V?!$5$MAO M5A"HLB"@S$_0LF(%O)X4!"4I(R_#E1'4ZQG$S)2()$"!F8'\YJLYY*:O9CB+ M435/OS4=5>_QMXNW6,T^7#@*2(A>K.;C.5[,WSE=SVNAL-8NE#-::NS MU3P?>`882KIJ%I`$/D'%K`CXX/I#L`IHZRZ#3?[S:;*!!__WG8$!7 MUQ<_O]U^N+K1R[.-4$J@#4G#)>GW`HXN&:\0\[SBA/)D" ME+FV>3F>@N*22QUHX@:D.!5D@29\TGN:$'1,"]-OR<>TPX(70=`$6/OD]+*!F MS0`%DT^N\!`#D\\(H05(N%AG(<*//!L0#+A:_R%`E"H!(J8-71V^U'MTW^Q: M=QLD#AD\*U!3'V9N"I.FG^2\GQ_:_BD8&&E.`D"54_IAT*:$/G4;$$`,"[`,38_M0?^?2;$0#7X-"/OCUB%C#@HYT%@C#T;!2`G)/T_Z(=B++PFY<. MSK:@'+S?@G!PQ@7=X!T79(.?<5XU>,=YT>!L\YHA;G!6,OCY%A3#_(1!,,P; M@UYPQ@6Y$+/9K1KH3E8R[W[;9[#\S-JG^I]-;2U3>?)H;0<0T"V)XXQB6.D7\&G M^J[=U\C^2S3#',W(#!VJW^ON]1*%%IR3UT@46A!:GM5[H$LI\=K>0^&V8Q:8 MQYUL8AYFB"V&Q#33;UXR+/6`::;?+MP2\X1H'D<0$.IPB7GBT'.9AQEND?>' M!(GNXMU\MJ&C6^4?;0$(_U4U]Y[\/[OPX MCAO17]$A!QMH"R9%4=(YNP$6R,XBF`![R%X<6]UMH&-OVO8$\_;-.EJA+YBJ]>38(1WK4U.9@K*V/C=5T5&VDV;RU)NF M6/6NF5SUMIFRJGTSN:J-4XQJY\P;U5IGRJGW3I24FR>RA,`RJ+\G]B MH]Z?AHVJ_4ER@OX$DDI_`E;I3VP%_6G8JMJ?],"X/U&-:,5AS"`['=^7#S_^ ML_CIPU]_^7GM5C^N@R"F&_3W7SY^5)B`JK)IW80)<`J#$]F%2+-$8M,UY4;L\ALW7V1 M53C<(E:11Q>S"BB<][,*50UF%38"5A%/P"IL!:PBKH!5)*O.*N*JLPH;=589 M-JJRBN0$K`*2"JL`J[`*6P&K#%M5644/G(N(IB0Z^\K$0[6TM?8^2D*8S0!A M-@*$Q1,@S%:`L+@"A"6KCK"XZ@BS44=XV*B*L.0$"(.D@C"P"L)L!0@/6U41 MU@,ON;>$2L@'4(U&A"I[(E2C%:'*K@A5S@I095>`:C0"5--&=50Y)T)53YI0 MU:T)U6A%J*:MZJBJ@34U4)=MP,F77A$#/H^K9CRNQGF@DF%51E6:,(K+\^ZU M+S;%O_O',_TXT#@J\T@<37D6X8:[#8.,\0T/,M)4U3DEQ-M=>+DO=J=#L;M< M;O0:-L\X3R%7^/42/V\D-*@GCP+Q7Z>8G'1"&_<:?UA'X/K"=M15XU;_PQ*H MEAEF]]LZ-+3IX=E0E,&-BC6Y18_)".,(@]*C2W7/&.1OHGPLX6!07Q2CSJ#)4V=0 ML>H,FEQU!DU9509-KBJ#BE%ET+Q1C4%33IU!45)F4&1E!A6KSJ!YJQJ#@L!3 MY6-#+`>5CY@!PFP$"(LG0)BM`&%Q!0A+5AUA<=419J..\+!1%6')"1`&205A M8!6$V0H0'K:J(JP'7G)O:8:L(*C!AC"-?@C28$2(1D<$:,P(\(R.`,Y@`VC* M!G4P8SZ$I9HP0:D:$Y+!B("4+>HX:E&AU+&-#R\ZUSI-UCIVK'5*$]6.$[5# MR[G>>7Q-CT;-0]^B>N@7KZ'R"VAF%FN M@@R]T'M54%7]415D2MOI*HA+-(L@;P,=9!$T73>.1%D6/;-U#`55/?!,`=%+UE@`12O`-]H`O.P'T(U&`"X[`FPY MHPXM.^K(1IL.;-J@BBOG`[#J"055W2B@1B/`-&U1A52-NN2>UFVY]1#':$1` MLB=",EH1E.R*L.2L`$QV!6A&(X`S;53'DW,B0/6D"5'=FB"-5H1IVJH.JAH8 M"R!'3<1J@RSUF$#CX5?#3>Y#?RV.K(((>E)!03P$%3070$&N-6%'Q+G?BX#OWX%/YY"A]%41S"]_$E/G4]GL.7IEQ,3>*LL%5+ M9305+M*4D'HQ!!V=?D7Z9#@21;Z0L'/>?$&_&-/9U7:]"1L)<=^C78QYKW9Q MYH]K%[<%VH7+*XN7RI;&W8F5Z=I5HKEQ'*WT:_ M$.DUB!:C#;`B^P%2C$;`B>P(*)$SZHS(CCHA1IO.AVF#*AUR/L"&>D(A0]TH M7!B-@`K3%E4F5*/.!(NEP_)8L;`98,I&`*IX`E39"F`55X"K9-6!%5<=63;J MT`X;5;&5G`!--0I6;@I?=T\]*Y=+<;Y=+U?2+S%$1$L[#4Z9L&PK.?3QXN!8T M;C[6W+BW75CG1CU=VPA`;M2S=6YQU];1SA#$\VK"?0O& M^(/KQ'14C3[XS>3<)!7A4)KX?#MZ'.'Y)I*3`*;TQK?3`'/$^&@&Q$S7A*\! MH>DZ/%_=2RME_07$))P@1J>,04N/+@4M'"4QX@@RWO18N?-$0MHY\-%(MV/) M3K)U2SYM6]K!QU1R\5UKY&JL-U57T\SRTZEX65>DLVE\H#=?72YA;#GR7X?+ M0]'O7D^\/#U=[D::,)[$N:=9)7-QX%\<\,8!KW$A`4]%_]_;CNT7(AV[BH-1 M7.]AJK5?R3.G?5S]?N:H_>D^^FYM)35_?EX3.:S"\V^]UR?^JY?9K/2=\[,! MC4Y5#I&N4+A9EWY_>SU>CT22\4!.U^,A3&,$2DOEX!O"1#AQ8%[7RHQQ/7[J MRV+MZ$*NY.MOY]?B^MP7=$*O5]I\?SH0'?^\^US4#U2L6_<0S?$=J=_6GB[5 MD"&-CXX:>$S0/S[V^ROA[%?GQ_@5G3?A-%YN-"Z>B@!'./+1:KJZ`3PMWPX5[\2G=-N1F&Y$68 M5KRC.WDW:C*)/4GT?^BN=;B<(]=P(EWP'Z`+9T+5%4KBD;_VA!B72'\ZWR9= MXNLW0$J*'GC7!NB"=[/WGYWU7%LP(#`@-C$R(#%LP(#`@ M-C$R(#'1'4W1A=&4\/"]'4S$@,34U(#`@4CX^/CX-96YD;V)J#3$R(#`@;V)J M/#PO3&5N9W1H(#,U,S4O1FEL=&5R+T9L871E1&5C;V1E/CYS=')E86T-"DB) MS%=-C]M&$KWK5_1A`5.+(%XM-%(MC[6ZW^_ MK_J#I*ANC8SDL!A@)/$UJ[JKZE6_>OW]!\X^[F??+6:O%PO!.%L\SFK&ZZH6 MK/0?-=.-K!K!9"LJI=CB>?;Z=F_8_1X0_>WO-S.LK#FP>_>MAITOL]^*GY8? M.Z;9O.2MJ575%FS^K\4_R)7J79$?'KV3YW6+6UE4KF)!M)1&1"L<26E1"L5TW M>Z10C7;=V$HS9;$;MVGG6P[;D&X;[*XX;I;'AQ6V<3=W!T`(3`Q!4]F6E>Y_ MS5H8;)EL1-6TT:+DO47M`WM7S+E`/-_/=26+#3L\;8_[Y>9A?S=W3_HXYU+* MZ[JR2*GUVW:)\WNEW=4NL*9QH8V/;*6P3?>?`B!I@TI6;I=^#6+W><;9BLTX M5Y5EPDI*9O!))80(>D@V"+)ASS,NE-N(_[T>P7BZGOWZ=[:!2?JC,DO8;1KZ M[E+S8A\Z@,Z/9%J&SJ%-ZX:*I:1:RU5I57.UZ-ZERX_`:[ M%D'%M]HE_%<4;O:07%)QG3+OCW#,G\\/>GU%>?.)@II2/!7/;&UY.%M<`4Y5 MEX>RY17@7'T%.%=@`?[&"FN0SVEPJ`1:=]4LMH?E.@8(![;*E1FU`KK\I!C< M>U2B!$1`+='Y!)1^;P2B8?,)BK/B!8=2(4U0="=ZC?X-.>]![2K"K5!#[PHH MVI,);D4SA-NC"KF+Z)EA)6JZZG*@HBX].6OD0EB#(-M@O>_Y`<*)M*"F+PV= M-OQ>G^!MW_7/[>$U,_3ZB*O*A`U+W6<_HL;V.Z8XQ4@,I1_6@6'2Q&-/PDF\ MB%O@A@3!&-6UI#C%\N#F%,5'S#%*U)Q:U@IH'^U)98%0?2I0*6KRJ@T0LMF> M[LC4MN*B3].I50/^Y4%42P3'1`PH5$F="&9`6TTJ*&,8)(T@6KP^`1O9]!'D M3DKE"*P+/]1CF@S)+V+-Z+,CB@K%>4CT-\BE&E4Y3/,P#BUVW MW!]W$\WI(N]?I,!+&3K4Q<`KW'/-*/!?\X%7-/^3$]NHZ*;42)_&JJ^#@U"3>.%N7[3:XK4&^6,2JBK]H>-3V3 MD/D72U9#]EAI[7G5C;ZD MC[QM(U4<9R8[P:CB'>3F_QDCZ?=4Y6B?]0FL3)[ERUTND MIDOJ"T>T()%(]!=_P@]/RUWWM%T_=+O]J_Y2<<3+B4$'9K2@QS)2T(,9)>C! MM!`,6%H'>C`C`WUC3ZM`CZ5%8,`N:4"_)"4!/=(K0'265HT4X``/7>S,V*G^ M"W!:_GGP1?77WW$)\1>PM/;S73@C_4*+3BL_#Z:%7\#2NL^#*=GGD(SJ\UA: M]'DLH_D\F)%\'DPK/H^E!9_#KM=[VI#9;]%[OJ[&>F_$TJP'@7Y@II?UH#=< M/]CGG$DP0D9M,V*]!Z4<[ACJD?GKU&]%^B)/=%_AM>>;YSDFV+;8'C=3[8F; MW6E)9\$UX9JN_7P3#BX-9/BH"1]233@<)R,^`YH6GQ$=J\11/\KO"Y><2'7I M:[*BL('>V]E.%02ZR)Y#"?2<"-J7RT?)EI+\)W(6+%R?,V4,M91$SBZ\8ND& MZE_)LN=JH1OLG@O=,XT;#6(\7G MET.`)A/HX:I`NB@<5X>_:"\"<]@0W:_#S>E;6&Y<\&AF7@A@9F`(:&9B"&AZ M9(A@>F8(:&9H\&AF:@A@>FR(X*6Y(:Q)#0X!ZB<'\$".!H<1/%P-Y^9.1X>( MIV>'@&:&AX"F9X8(IH>&<*UEIH9XZ:7'AH"FYX8(I@>'@*8F!P]E1H<`IF>' M`&:&AX!FIH>`IL>'`";G!U!8UY"JTT_7Q_R+F>%BU.]<`66)26".EP[+T=*! M.58Z,$-*CV4XZ<`<)1T3,HQT6(:0'KO(1[>C`'`T=F&&AQS(D=&"2@X3D*.BP#`,=EB.@ M`W/\D4--33%\Q(W[WYXUYR(2$\5(%'JI;X;0S*J?C;O)20**IHYZC#XJ8Q MEM;6-&OAK4;P2A=WA;JQJKF;`^*UI)DN;'[ M*3559:T9#F5:4E_!F^Y#W7AO/W8'MMK<0YG#I2ZZ.8=C=E>LM_L]W#YN=^SP MU+&O<(]`=DO\W+*'Y:'SCEXO%D@]6SS.H'[@D-/YL/N&/")+$B2$1VQ#Z9#< MLIQ+@5)%6LIY:<$1591SI3#L*D0*&&6*S2&K$!87=H%1R&(1>12B:K1T@>8V M%6>4,HRZ.//^X-R)/2*H#0*9X-"`*S MHU&"OJ'O^(!N-_?+_1/K_MO='P^K_W3,!1?O85(IZ8QQ[L"23_C^_QM)\HH# MGD;2EQ"(ULH0210H*\$8CNYKW*^SZ!G4/KHV45KON_H!*_;W;=(_0 M\^2^)F_<8**-)="7?O#(V*?UGH*FR:3J?Y27S:[3,!!&7R5+D)HJ=>+87O(`K%@A5E=7""&A M7B38\/;,7^Q)ZB_03=7VQ!,GDQQ_[@44)?V`8LP%E%LZ7.#*MRW7NQKW5;D- M]8S=%ONJ% M3.N_]R0V"B:FILM#=@KTJ*+D5%8@2FA:1N7,;)9N<9N\V M'\,2O8,BN6<"E@2K>3X+5LLE);(B91>VH`A0%EW^4@)]\;%J#5'7J'@E.1:\ M1KE4Y=8H"U5QF5(-52%*J!HY4[DXE<,E+SPOCJ@N3H7YLM`K7CU,00C& M@1"4(B$H!4(P"(0@%`I!*1*"4B0$I5TA*.H*01`2@D(D!*5("$K/A:#'("$( M=4*0MCLC5.Z-\%#R8`3CP`A;R2>-H,/^*[DE[M@HGY3<$J<3&-X*AY2QI;D,SU8V;:\='^6I7!K8H@S!R@20-8`Q:,H8M'3 M/39,IBI%L%0=@^Y8M5H+F=-`5QV&43YYAEEF6%:]$5*=BT\#Q<-;*C>NO?U% MSR,E2QY6HG:*1RFE+/97@`$`Y82=IPH-"F5N9'-T'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@,"!2/CX^/@UE M;F1O8FH-,34@,"!O8FH\/"],96YG=&@@-#0R.2]&:6QT97(O1FQA=&5$96-O M9&4^/G-TN' MS#YP)(Z'*0VIB-3$WJ_?;A"\B!=)]E;*51Y2`('NT]VG3S][\Y&1S^7B'^O% ML_6:$T;6]PL6T8B3"/[53]QR*B41AG)#UH^+9R]+33:EVQ&1%KML MFU3IEGRLX,]CFE[)RZ1$*]WQ5_+F*J@)+?!,4^.VPQVWBZ=E:_6"Q8+ M*DF,($C"M:+@(L/_#NGB'B'K[)<`CL*]G"HT/W)8H!F!LQA\UK7/,;7&?>4> MN.$T-B2.`&'N/@3[!6M=4;4GM\$23C;!S5)1$>2D>BB.99)O2S`6?ZF!'<9- M1)IHRVAD9DSR\;94UB:YA]A0(XF&/]Q%HMXM-)RH!&QJ\&[#C4D!AZX?#FE* M/AR30Y4>2O(JWP+J+EKP+=,078B78M8=,+;%IX10-!*&H/.,Q[.7_9I$2H< M^*&HYA#[[M,Z&SA^RZDP5M9H$OAZN8),@\NY,#J(PQK`%9>4&6NOLI192`LI M^J8&'"T=&L6DTCVC((Y,^`PE').UR3=A(ZHA9!*L@&PQ-(8SL/),^-#=7Z\KY(1N'4YL[0?/^_9+96BWR/&2WF(<4=&M,O=_NPK@J0C+ M9O`7J4>:""NHLU?V+U5,8TXWY\:GUM:L9R8+4PBJP:#:05<^+=E-E35G5!NX M&N.LFK3EMBUD:?J5K`.N.-DF7^L"9G#:BBMIJ'5/4C'*Y[=Z$IVK7BA;#>8( MW?`)1+"I'NV9\<7'?Y+7O[S[!-R,5WTDKW][]RMY]_[5;R_6-V_?D!%VR&*?I]X0R"8.&193P9&5H!(` M^4^09X#]I.6P2?`!7[U%K.'H#^.OC$)ZZWTUP1:_!VE%LGQ3/"*@,DB7Z#-P M_JXH`=5A5X+(QY&Q=6';)I8-)W,IX_K0'Q`\P0`/B!368&!#K/'>B3Y$FHH8 MLOOD/*1V--(:X<\C<*".-8W]>380+)16^X:TDA$UCANA.I3A[4&L\5;XOOMB M^P?2FPV.RP@2IJRLQS.+/;I(:FR_#-)-E7VE%596CX? MQ0&("%G8U8\6GM"Y1+Q:3AZP+3B`GW1L"^7K@/8[3T"\X`(A[]&),BMR0B6I MC!0[:4R0;$UC8BJT-B+CS.N#%K>@J>\!+>Y`BQUH"D$;9D%H2K8^V\_'G=`_UD[E8$-!A)'%>B*`X M5-E_ZY]7<['[=@<9<-OW.>J@]P[K>-X]14V3FD/VZ^4I+9)4CO.4?!.?(]W+\;.0)&Z%<ZA:#^/.P]O@3>*8%DD<'0+G M]D5=A2J"#-!^+%Q#@#20O>$PX2 M$K7J6?$B(D:!8E4443D0+U5?O'3(GGXOH4R8<=_S3OWT.4"J,06P,05,0>H;;@SP0H`UP@@I@X-MF0!15<2A_)/%$:O"7#Z;!V2Y#R$O,NK[N':OB*25,[E*@XW1";?MS"=D\)/EGV)GE_1-0 M6Y6.W799)TLS*A52/5,=*,G>P05#+94D[,Y8!23_!^;%\5I\9` M;BD,P>A5"VHYON),IL?O/E%=8HY+JCZLCBWG&#F?I/VMO6OA,Z!XR+!H+@V: M[0JWC-*@9K6:]7$(=/,&X#V0SJO!U";\)`/Y.IO@VKN$0$U2GKJ_V7O)V27O>TI81O/.0Z>_VG/XPZZ@ M[*:0&L\!A,9S``%\;]EZG[@A(8%J8@%4T&@VZ&F17BV,I`@+)QB[)T4F*8:Q M^=H1L=-Q5R.C(603_7Y.]IU#YG`$];?9)9FC&AF42P$#J&/F+"^/AR3?I&&[ M<:P`IZBM585-O86]1MG3#,-$1/$.ZF,@!:^Y@S<&.BL=MQ M\])UP*W5W/N@PTBR^?*3XIO*3\CI\IOFY%GH#FF9'IY2D$(H'\LJP6JKH!B+ M$G3V>$YJB^.\_@%V@N(Y5QN^75DF.B&IS\`C.&;>M9U]$IYA9X=[A(V@)F$[ M_"',4"CH;N#U)2DC2T5K`?@)FU;-+E0<[@"W^+AX6$@I3WYIW_&*G7N->;/L M"[,]!?5&^9S*;U3)M])+-[]B9*DYG43FUO9_KO"Q`@]0(EQ9>>;`H2"0(? M/GR8T":@\\OEXY(8NPF8`\*5G<,YN1#!.1F[./=/PMJ=T0*=[`.@TTMQI+-= M@CK?0<8Z&R-@9^L9:`_^BG#G?1?B/0-GI-FL"GAGB7!]=??;ZN;WC]\01*`6 M[U8W7S[^L=K)*Z1E3''Y_W!P860\="C>0K#3\:XI/ECJHS%`P0B6^0]U$L MP#,,AH8?HS,>+@)P3[S]9^'#&JK(]C_$&VA_`Z[=RU-S<%)`)^#S/]#:>`7" M(-F-%`#H'RS[2Z&)1RA!$278NEI`"6V(@1RJ#CEDSB=EUJ8JHJS@`[M0&VCX M,7DF36PBIWXZ[!^:YO&X>CJ0>BJ3U>/+\6U_W+ZN]D](K4"E)\^KS\WKH],+ M8&Z&A%JD=M'T`@(!II*1/*C[XTM,2-6JC`<+Z%8O40H<+$BF6(ZB"/WTX_#P M#&5P',;%)NN+2XWA>7L%`47#1O/WCY-%%8 M/3U-C#!?Q#%_=FZ!CG&T@CO8*,L0;SU_1*D]5>2('[?91($X)""E)4: MA%@L/=$]$-HVZXT!FG5=`9Q**#*+94OO=E'A`B=Y!H+ZSV89B)R(,!`9NPSDGX2U.Z-E(+(/&(A>BC,0 MVR4&XCO(#,3&"`.Q]0P&"OZ*#,3[+F,@5=>IRM_1&A=VQJ>7'=#&=&=D]')KM$;OG8T-_G6JD"NKS/M[7$`BZ0I%'F0H. M.F^44>LZCX\R/E:SV.=`545:Y:*6-H$P:N?Q-5YQ>UI];_Y\V>V0"7#0;`XO M^WX;]AO#=>`G*^9SIN"36@]\D=7"S/2(6\!!TNQHJY$N7QSPPDZ0#5]T5J"K M2J=SW9$WB_`&&;N\X9^$-1[1\@:9![SAWHGS!IDEWB#_9=X@6X0WR'@&;WA7 M1=Z@71=VQ=*D1HLPSP/,;0_FS>YQ&N"E2K5>651W<_@N(#MVX,0B-5S4[N[R MAT.="3V[!)!?"GBF_LLCY\\P0^0E2/I$70`RDW4)EI5OYEP;,.56D#NA%R/$ MP4*U@7L5**,3`WO99%V8^"S+(5M0*G!OS/]TK=!ND5HA8[=6_!._IC/:8B'[ MH%CHI7BUL%TJ%[Z#7"]LC!0,6\^HF."O6#*\[Z!FVCQ555I@B5OTPBB#,US[ M7DB.,\\DAXZ*)(>,W>3X)V'MSFB3XY/53P[Y&4\.V<7DT!TBR2%C+#ED'20G M),#[)">`OATD0,!_F=:S$79[Q2+LC+T(\Y.PQB,Z`>:`]P.,[TS$UYG%\#K_ M(]%UMEAPG?$.W84#!0$A5R&;[F_D"# MP)Z09ZG*F+5Q$-+,Q""M%-'G7=/`./6P_^M"U4#$;Q>7$)9DN_L7U=5N?VJ. MJ2/3<5?`C'3W'W@&:DCET)'@,%T8Y&^56EL[#Q*206T_4V$61@@"CU>TWX,J4$S"-NCIH?_H1=\[KW9/1@^*QTI9K%> M'QQS6!JGCF*C?*K='X.1-``-[J^)#\Y_`P`.1#O2"@T*96YD7!E+U!A9V4O4&%R M96YT(#$S."`P(%(O4F]T871E(#`O365D:6%";WA;,"`P(#8Q,B`W.3)=+T-R M;W!";WA;,"`P(#8Q,B`W.3)=+U)E?5-O#C M)`D5/(,@5;N_KO`ER&D9OF6T]GUY;U2&&T!S+)I%+>C,$C].5:93/XE1+TD+ MPEE(2$)^G.Y.KX:->FLKGY47?I2I;>B'V:PYQDU;]PJ[?NI&,ZBQ4[>=';JV MJ>_6B9]XY3KR(^\$[ZFGDHW2>-3U?W?_7*4D,E41A"(MP(K\"V8\"T&F59H5 M?IJCKQ^^XDHXNU(_E$,SJ&ZOWO=F`->58]/9;QP1-:396<.540'%,*#Q9$`'M>]ZV#::OB&G)-["5XV%6?D, ML65YL9]F<,BSO,+9F*9L(V"@M#6?%,UI[##V4X7@H`QY0P/B]0!2HL<0"DBV49-LN M`8E(E*R.,*LC/_1:`U3S4O)"_)"J2_COC<,0D&=8Z&L,A7)J7L>N9Z$* MPO)&`@8C@.Z_`$]@!@99GF_MM07=L:$/EA\@`_`@,DI28*&*R@?6:%G$1HDY M8A3D65E_G@:>?6G')3R$]B"[A6D_>4BBS4"8`"NL9"V@;XW)T$+QJZ:^QVD( M?0_N&#ZM42_MJ\W,DD"Q,?#DN/1>6,P5S MO)W0ZW@+3$.=.`*N6LBR&I-9>_3S[R,@EHX%"J9V9!Y$R/XQE8S3Q,_"/+WF M.4@9X$K*MI,I^^W8;;'"*&-KP_L"/TJB:+'/%;`P$@ZKU;ORY"KVA@`,"8MN M#@#FT21*IX=OSXLE_")(B?FHSLXWI]'4_&2.6\6NS%'6715LB;%>\%%Z!J> M!&_?3/>(1UJAQ0/^&817S8##9>*J0):=6X`[TE20J=K#TCH?PE`W0B#RH:(-^B:8YS`W2GK$#F'2%=9/.HZJ68 MT6"F!1D&69[_Z'C!DWGD%T,K^\TL!!K)-[((?$3>UM`O%LNV+'?V9^)M1>U` MW4%QX9*GN<)JCIOF&JO/-59[_.MJK&:7:JFR\SY79S776>WQ[&6=U9Y3ZHK; MUME\W<>YPAOGR7<7WD5?Z787\?]1>',_0_5G8DJ<6%T(')!X\8A8V""E6^%] MJU2I@IRA?,+AC5#!'^`<8 ML3A]GJS0)$\!8)Z:!?4*7Q*17Q*H%,VN7>RN+[@9:VGJ"=&Z M$SNJ%M85%,H)KBM#?K[)17-`XC/(C6#>6!X/5.6_"/DO9%I].:%^G.ZP&.34 M.$5.Z-P]:>Z>F,02USWIB^Y)<_?TFB9NYKYMD;VL0O4T?9@)1M`JG84ZE+O9[[QJZL>-S0[R-^S>?%9K\W,K^\ M"-6\>`#@+3?;">SKJ$-:?,7+&WQ3_.TP*W"((W.O2X[T8EK'THO4\=$VFA MA=!'5D!D3(2BMW,NSJ)@)D2P43MNYH5`%:3,60+/>W[LL5"QK91[U$]5'0]E M[Y%'95_>B0RPXJ1&646%CV"/67W[\E[1BLY!?A!]?6]D8F3-?D?#-P&P*DP![ZED)VS`>I%D2F8J7(4EC7SCQ M<,(A;.+F6@=^FNM%`GKIK/J6GL@O0H6E8Z[0>3Z*_11N3<_J MG^O\X2HR]UM2,TNJJ$``4/A!X1/6.%4>CRW`]ZZ%4O?4M"VP")\!(E#$Z0NE MV[7X1#4,?^G/]U,/C4#_K'8C'@F)PH9;)WQI_!4]OM[M8@6:]JL0&2E0$!D MC\/"QX[D@6W2Y^I"Q_5^ZJ!-T+Y2-^<&YSWP9U^481_ M[5;`=X%;+K;^[JY9I2\#4EH;I!5U:>)9X9%^_8 M!$%QV'=3OWTRYG=7!@H/SR(7G`(O.%"T>..!U1NUO*6X*\BOP+[(GGP[L6:H M2S;DZM:QN+;XZ\"[K%]?C4V407/SC=!`052WY7`@5'\\0.'=[DS_H-[:1S., M#Y![WQ&G*,E%T==K:I2[YM4%+'75CP*6<<`R"5@D5]$,/0?=SCWU&\]J;>7, M']!\FMF"&%D$_O5Z$2.[Z6CT)M^-N]E%<1@])Z0(:8H9B2EFH,KYN;M@(IYJ MZ?>T3MS][I*MNKXVW+'+Z]H(4IKK>ENUSH?O)SI5YP7?WYXL?G>*Z`@CE M!6$H380UIAZ0X[5'/Q1\8K0MFI)>7"OG*RL3)'M0BE4TK[+\#4K#@-GR#D8I MH3YVW)E0%Q9O*%[NAJ>#:%D&]&RI-*AS'Y>>^[B-Y"I^'*C[Y05H2.%AX>`Y ML@^,D&%+O^A)OO_)=&>-?'/K24S_NQ&UV'2#WQ=7/#+ZFNR=D]-42A@=$U`P M-@2U_[%>-3V.XD#TWK_"AY8V+740ML&8XZZTA[WW;>="$K*#%"49(-O*O]]7 MY0(,"3VKU4Y+$Z!LE^O[/9KTA_IZZ9J>7.\(E\G/K\%EU7WRT2N8BI)]F`0- M^@I1U@D<%E:/?G-N!(>OH'F.-\ZVH>(N_)&G`(&H^R]O!<>+*V?;UUPH"'(H M?GJN&5UP%QA!'JE=IE*'1JJZ^5FT5KU&GZ*6/:)4>50 M.&[L$J#L)%LFO=OI'E:HMYF6[-I.)2+HO.AZ$:@D.L\OML7.`&+V)"9*AX% MZ-OI`$4YV=6;YZ'(6J:[PA-%X>.[>KG@AIJ`8HV_?[S8'-W%*^,*^M&H)Z>@ M/0,D>CF^T!S$H!(I@!IXU"3-4A#$:2]>3"S5170R]=98B$!D@\PE>K;1%,FX MSP)\S81Y.2I,DR(^\[>/APFK,[0;IPRF+'K.DS$+A[G!8:7GG?R`>4OWP[Z2 MZS(@`:O'8.L7EUJ%U==_>^,LR+&L7M.@F/BC:1OU0 M6!_&-%&F8CIN2F=3`ADLTKD(V.X5!:ASM]%427;S[C*[O$^>%,[EZC'/PN[2 MFXU'MDH!>C1+^#_.X7%`1OCHS_]U(BY-1A?(\X<*]E-@M7]W<.6R=KWU=C(4 M5?">(="+,@`F3]UJ&03I6AG(WI4R"-+G91!DS\M`=")0_R[54Q>Q"CTUMF&Z M?%S@6)X@EF;Z`PC,0L@(*68<"AL"QN$:@L6A$BD%ZDF8GF>FC](:">9R`@L( MA8%E/TE-WE`8`D-&OUM7A@U1\%++KE\)7I"N!4_VK@0O2)\'+\B>!T]TSH.G M%?UU^_.+SL!3Z`@=4L0N;C[8I;_JS4&Z:I?^JC<'Z8I=>KTWB\ZY79DST:%N M?MN44Y6,'JU*6>V:52Q=M2KL7;.*I2M6L6S%JJ#SIZ4&WJ;+E.;2,%'",$G7 M4*U.!QKT,6))]#9&DW9`D^"W@'DBV@51CM!Z/$DYUJ'>]NE;WP^7S MC`@P/>AJ<"JA95LDD"US\Y`,H?O3L)>+L=C5_=J M=Z?0AVOE2>Y\^6BA,5Y<^UV%B)%%0G(;4-MJWS=_-WU3@UH>25ESQO_G*ASK M,!5-G"5F/%8XT>ET5\3?Z"RR5"YZKZMVVU^VAZJO![.-@-8%O_'3"!(/7F_M M_GO5U1SK:TN7I6%OF.KZS?L;H16B0/2M.@>9?*4ZJ'_<&OYV9<0`JB5KDK!& MC9/AGP$`5Y4090H-"F5N9'-T'1=+T5X=$=3=&%T M93P\+T=3,2`Q-34@,"!2/CX^/@UE;F1O8FH-,C$@,"!O8FH\/"],96YG=&@@ M,CDV,2]&:6QT97(O1FQA=&5$96-O9&4^/G-TVO3_=T#UX$+#E) MV25BIJ>GNZ=?7[_Z^R]2W+:KOVQ6KS8;):38W*QDEF9*9/"/OE19".U2Y<3F M?O7JKZT5V]:3,]%N#ZM,;+;XYW$5B7CS^VJ=I2;/I8#?++-B\W:%'YGSQ_"K M\&=_JFYKX9`!)!N6S&*5*/"_37.#,CV70OYU^(0+WA]/M3"I$.\.V^-]+3;5 M%\'7+1B"ETH3+IVHG8FU3*4M"M1X'13U*ELE\=ROT??'>*W3(MKO^>-Q=Z"/ M6_H1NU94HCW3ZCX&N=U/%6=1L_NC.NV8F5D%+V_@)Q+7M*CA\$W=-/5UN)A/ M;X^CN_&<.%5?^%35MO4)5.##@7F_JWZCS]U^=]K5<*(=BSW=L5RQ9>5!-M]R MBB5>\HE63/;6G.KF0M8#L^.UP=)&W.S:;;47\;\V_UAMOAM&!+WL4ZQ3%]55 MLZX/UZ_I7)%F$`G@%:,+Z>,(&2(QCAFETM)8"CT(8'!$N1UW]H M5Z*>P%D8YD2/R,[Y.;GD*HJE`L>_B\'4Z`"9&ZO8K]SM1-2RI"!>V+ M61Z*(?O];4W)+O;'P^T:T@K26V(,[+"VT7<-::A\LOM\QDQ^$B1]5+O\M:Z/ M82VD>S.G32Y6E@;"3$EXMY$@QR-T_09)C M3.!30>V/I$RD,E?Q]&7RM+`V[P.8.,$-><>9)7E1!LZU%ON8HJ<"FP7?0_B-D" M&98BPBP3/04=Y48:\'R*9&$SK2>EQVNG^->!0KO0TB;,R+0)R^Q-EE[SAW/;%+W5'B>E*7MZ.L)7G@Q@%I.2GSTLOZOX?\-$#1+6#P7/T/ MCBV30F485E_W`![,][XH:<@C13P3!&,RC M?='>T<>1?J`[JM1&I\YN&3J\Y@ZO(]ZO?6:$'J^YQ\^\0IF[^?"C5U"),?;Y M&"R@B(QC$#(RM78I")FZ$(6!=SX,F3H;ATR;#<0@\\61:`L&?6L.0'*?XA+_ M'MX3'&7@K>&`[H"7(:<8[Q)#D*L[1!XQ`5R9:#XZN7PN1J?]1[1Y_[',L?^DP'\X44@C MT5^Y5:F&N@V%=ZQYL,N3%^WRU$6[B'?)+D]=L,O3%NPBF6.[#.SVE]JQMOT8 MU5F5`9Y=MLI3%ZTBWB6K/'7!*D];L(ID/IMM,%[!W)?FTR8YQEV%32U<:C3V MY"XE?4M?;L$NA]:=ZQ+"IL=J(8]+RQ#GPPFF"./!3;RV$0$VUWV=.%M6> MMW<^&_&1X6W`G@#0=*<\PS.8R*Y#2_0-$*(F@F$*;ZT/;852"J]2$1T/'LS1 MUAV?`6D/#WN_53-[?:`C5:PBHHCZ2[T]#^_ZS.P,N5C1"9X,3;NI3WY0V_F_ M#5;"DJ4YE@8CDM?"1=5!/-[1R6VLH)7=B:JIQ>'(QXAT0/F67.'0%==C0O\J MQ%;YJ[[4;1K&,`CH0H\TGHP`,'!V'_[Q#3V^S`H>\+YOCFP$/"SKAV'T4#?M M0[T=&OV9U*H3UN>.UV/U1`Q;-S>!%9?'&_Q+Z]J?8I$/QZ9JG@"#&T;?Z`27 MAV"1F60MKTD#N+:I#]NZA4QLS_1NPVNG#SC1\^9(+/3W2-N/S'(KMA7?=7ML M=H-;6P$&=+[HHP44'3S]>HSU%"E.T"9G:)-3)RT]M%$=M,D9VK3@`EI?\S9U M6/S$'KL#PR%9^*H;1%+PP*<[6M=B>Z8OT)/O.<4>6'ZB%9,K+[P!`'8A[X$O MH*MW+*D1-[MV6^W%4UTUZWK,\YI$^&?!*)M$8.&[]@!(3L<'>,D2P.8L3J`* MZ3,P^K%Z$GER`>,4UI$QJ^DG0`Z?-^?;PXU*C^IUNC5+VM.PNW*\^?B<._2UXIO`8 MMU/DYUX'LD&9%\%C;//6=4U[['@;O#;LX=K!:`1\#E^7N[&67<`QK`98ZNO; MNQ@P1W2`%(6>"7VKA1Z/.]/(N%0/,@NL`2?*'BIDIIN^RO$DB9EHPAQEN-AX MV$Y3E.Y*C0FEYC4`!6D014,=BM>Y5KJKPME%$W1!>X0%';S'VX:N=2R)X28)?%9W,6O?T1(F7.W\Q39H@'.Y!VRS?_/,_C`/?U+`.X MYLL,OP260X-6`H8*$Q$LL5Z'<>1_4%Q!W2G,5'%ZFJ>O::^DA3R_([;[:^:Z4`W9;RV@ZQTD_><$HU]778CS"29G;2-%HF"BEY\:W;#J^E04. ME($+JDSHJR[-+B92*,JYN^@TKG]1E4"- MOV@Q>6'*7GTXI)SVA]90'"%Q7J3M&\RZV#?97Y MCXFIY5UZ9#I8_M[;#6CL")BRHN^=_PN8:^\_/!1S$3S1?Z-\GMC"/*>\E$D& MF39JL=KXX7&AQS)UOLD&UMDNR\3Y-LO$^3X;9$X:[6P'\RU":^A[MIL+_;/\ M&OUR_@W1CHJ.]`/3G?%U_N5O&^DBL?+99-`VR>`%EF)B/4X'Q2/?/ZO]&M`/Z+:[WGGL>*];3VCN93@ECG02%%Q%4F=6*NNXCD3W,"$*XP-*36? M[*,#G`OYNQ0=1%V(#F:=CPXB+D0'$1>B@V6^/#HRB:VFJ_ZV^ZID_$"S+J<84-N,(RKK`TQ#@^&9"%[8:8;\Y@I9,2HNJY\F.2,BN_'FH] M4%'Z$B*Y8(IC4QR9@D:OA[:X?O)R8?)Z?6$7P$SHLD.[+D'DDC%DAH;F7EIS M444[H)?)OML]-/66QE*>4VD!?0[;0W5/D//8#(E_3(]^NV_*!"G/^:9,`&E\ M4VL`FSZ<[F`&G8R#+VC2ZOFZI/[3>ADE(0S"0/1"?+00!([F[4U8H(JLXHR_ MW:;)]&4A<4E]^>)G'R,SLTEK)]>@I8U-67O8E+6!:YYM]WI=4G*V%NC#YVCN M>-E7NGD%71R&=]M&@'U`T.KC);2Z]$:7WN:_=T@X,?5]N2B\._-,)!2[O!@4 MJ(1+"UVC@4CH0"2`6LY]1KI!'O*)D8X_?Z)S?V.CNU0IPF_!.FIG;X>UKJ3V MX>1\$KOI-F;T6XAZ)CX%EAYX$=1_&CPE")40;*%K@A`)08B$8,LY$>SE'O:$ MEEM55BY"2;E59.56D96+G%.Y#Q%/<(@*#0IE;F1S=')E86T-96YD;V)J#3(R M(#`@;V)J/#PO0V]N=&5N=',@,C0@,"!2+U1Y<&4O4&%G92]087)E;G0@,3,X M(#`@4B]2;W1A=&4@,"]-961I84)O>%LP(#`@-C$R(#%LP M(#`@-C$R(#'1'4W1A=&4\/"]'4S$@,34U(#`@4CX^/CX-96YD;V)J#3(T(#`@ M;V)J/#PO3&5N9W1H(#0S,3@O1FEL=&5R+T9L871E1&5C;V1E/CYS=')E86T- M"DB)M%=+;R.Y$;[K5_"P!EJ+40_?[,XMV2R"623`;B(@AW4.&KLUH\"6'$G> MF?GWJ6*1;'8W:3L!%C.PFBRR6"]^'^O]7_XAV*?+ZD_;U?OM5C+!MON5X"V7 MC,,_^I*]8ZIK9<>VCZOW/UPLN[MX,6>7N^.*L^T=_OFR:MAZ^^_5AK?:&,'@ MEW/+MG]>X0?O_#+\65K.$\U M9U`^[KVL-Z(5S3MV_4P'GH=,\QUM.3P<)IM(Z7Z]42!,.X>O\Z/R$P:VMLUM M\]&+O6#8'ZZW:YS>>WUG_"17R(3'-60E*4/I=?P2CJ"?L.-T M_K;6()Z=?PZK@G$;]F5W8?!_?WKP\_3W1*J_7/[@AXQ1%+;?4RU3&?>^P'MF M76N8[7EK+=9_7IQ<*HH0`X6]50KR\LOS[GP=SNS'XSUX!?-2^/GMY_,PL""] M1'$(OFR5MA3\V66"6ZG#K;2MLPS29)2:I0F_.K+D;[MOZXU!W\V[H+[5G4^O M"_O&$R3G.IX2[G[?"K0$EO?C,;Q/#NOL&$@A%)`;SY&PLWJ2FOG3MPH]^;T= MLFW'P2P/9+"8H@H)Z>EL][MX^>,6]1C>=VS^BX@I.D!3P#QKVEXS@]^`3ZKO M`6=6D.E>MBZ)E4#3<[F4"J>"O,>U$[&2F=BT9BZ&D"0QJ)J=+@UD)LF%7LB= MS/8OC)?.Y=L!D;JIO+,MA"$>;UH^E2LAX#*,ZB&A4['!BU@[74D..%9W3FF9 M;5\ZIXQ]>;_KLOU2M&YJ_7]6@AW82G.H$W3"H?L`>Y"BS;@.?BC!7ORX^KS2 M$*@NFTEC?\X#C;LH?UC]\WMV'-60,XC@$V-^&>VH)`/5BGHT-03(YM&PTV1H M!=B878EFV\'R;TI51 MK?,\!825'FH+1@$S+()9!$?_\I(6`4T"`>`7PN`?'T_/QRN[(02F'*OIVA<,C5",6V, MEU]/<9B.C#"LIR`K[LCO?0NQSO ML7_9L:?A?#<`E)WV[.D\0,O'#D?HHP9HJWP?-,?'D0ZP)J6&PHG=BTYO[`"R M'U#3VOB^"0L`NJI=[.6HG4H-'?:F><^8OY]M>C\["@QC^_/I$=J]X_5P?#Y` M:W<"-W;7P^EX\5'#C@O7RV21B#MW5XC"P/;#/>QXP,9N6-*7&?G#6Q`\<[H/ MU/4=^--9VZJF@Z($'I`=;Q0@VLW:M6(1-4BZ=AFM8-,G^Z2J<]BT0JH@F8W3 M$EM:8,#6-A`?U'J[OIF1'%[[+N?8G*B,LS(I-]!H=*1<-L!68*!L?+3A#-[0 M`6'2K[GQ@R4QJKS?@86=C&SHHR%Z*)=P3,_5>F-)Y0;X%+](DGNST=`O6>IZ MX&9%)UQ*MP]V\]/IX\47SMUYN#]<+\O^E2N(;3$26MAT$51'7KL.O1:MA>'" MR4YD:4(HCD[>-H;'O!C,"[1OF8*Q^92+K+B4E:A*"`U!UB$-UJ3TD`K4:,41L%]P_`B$<\148F##0@NDTA!RI+8R1 MGI#:\)UG%T-XE-?U&/QS,=64&V%VID/J?(JE42ZWE1*8>E; M:LG@HO^CD.80U?SP>7?\A-C$?ML]/!,,[1X>3E]V4$?S,M+XNM\L"\!SA$C` M_(X[3J@L/4T`6'9+1`87>U8JR+ZW`5ULIZB:(*GP`I7+&XNE=`R\"3U#5\FA`KAF5XS%5KLAX)PWGE(@\`4 MI?/60\++LJL9+)W+M\XZ2PE5`6['8^'=EDN5$)2KH)CKB=!@%U4^54G??E7< M45IF6^?N*&-?V@M$.>Z5PI?&HCF%[D^G(ILUIZKO*85>B,VI%IP"&&;26%$) M^W$W7@%?TDD-.8'/R&E[&FTH!AY5BEKTM-"YC]#YYH'7"OK*E#/107.6"8W) M]$(@)X=:Z$F2R;XNEJ%#MJB%#H5R$CK#IZ%+XQ`Z/YZ'+JFA2Z30V4GHH@TD MEZAAE*/*:N@,ST.G\.F3R1PR3:6P$C`5BS)#&S`.\RK`!SL#FN(;^\/B68U] MSO#U:3A>U@JGX5G_<3@.^\/5LQ+B,\>@"VPG9T0&+RP7V]S]^?3([D['Z^'X M?#A^8J1(1?OJTFWJZB7`G4;X*Q.!3+[;K-6(*#WC>.\">,;^`$Z>KW= M!2,5<1"PK4Z]J51.@:Z-!JYEFYM%$S%O<@$E13`/0L`S\R3$%*D6#306#0PS M-_`AER;.VEF%!8]J,0#6Q;X6W(1W8X.O`>U)6./&DJF1&FECA1GIR`HQ!JU%7BR=&&FQZ$=DQ:(?D13+ M.P,GDO!E2J1JJ5`B"7-*C#-IK'P11T:,)3]A1'*@2HC%<$<^+$4MTF'TOYD*BR&+'#:&+%)?G$EC"EEDPDG(DA9_6ZI$2.(*#Y9"%FF0 M-A99L%A)"7U*-9BN/?<_E7OOA=6+[Z6UFQ_TEJ^^%U;OOI=6+W_)X'3[:6OM M^M.QM?L?%)@D)8@3*4$"**UC@A34P\,)7T*`4NG2/4^C2[0\S M:1Q"E^`@#UU20Y>HC@I&1I!/'U/"0V"-G/`0 ME-`9,0LL4A0R0F)6&T1WIS1(9$0L+T3<9GD>=&.+D9O51->F3UC0]M5/(O=+@\#\;5 M.[.36??A+7@H8GVR"MD^-[+`P2$<\XQI$C4R_7<&D6>CD\Q<37%M5/3^%KR] MRVRX-B1IPHH\.N"B@7WAP*%MNH[N(FY;^7!W@.-50S4"B4'>Q]?H08#!4B+1 M=YWO3+,W[G1JF[<2[N$Z@9S'BS3J??5NOL5TC.AZ656XF8BW,+[.UG:2VC@8 M#[[32:062:Z_6JC23,7UYG: M]U0!=W!EW?7&F;.K!KZY&03;7%Q=>.Q9N*'SJ`?*I$56^Y\4&2/.7E2XMGW? MNN*U,Q??>EPVCS!%6U[*_FAZ1+4O.RTS+B13C]/Q_BH.%ZZBODDX#_NR`D3F ME+,8Z:%:)]$KH89LMMY5Y0_$$8J"&.DRAAI9)0#^$,_H^8,;#!R"?OY"C/TP/,/OT/7;T!)D3ZHZY\; MQ3B2ETCRKDS#Y'7/-`'=\7JE%%9UC;GRK;MA$J(1YI`;/B*U)(24VLMJD1*QT-!Y=SP,B&7I^B6C(%6K?D6-XM_OBAR/:)GI$=XX=13NA MNBM),!B@`RIY3#S7T.YD'W2C1+)"LN$WG:R9R#5C=G['9TL0%#1Z"=^MB3F M1Y7\V`GBR&>'"CM&_C#+GARU91[MJ-T0GLQJG?4\.\J,^)?G;2?KMW]?50TM MDJH!./0+IBO^A))IF-MN+`=NNWWYG0D)W,:42L$17WY"H2&^7)N'&P)V,B&6 M/-(S\R0S(18;/BX,?+V#6XI:9@\WN@Z%ED\Z6:_(*@>YJM MT4Y`H,V)-<.3SF!6L/&FK M;N>!]GY\,32?^GB35(PTE3A>U+U.P8'HB6N^AC@_!5CK]^*M+]2-W9?:MP:! MEJ--1;RV=`@H[*^)Z5@S<0G+Z0*$`NA2+)!HN%`A,4#GLX:0%J.QAGNHY:FN M%"YD?NQN;0Q*%L[+IAOHQ&1]T/,OG?VQ]/*:W;#10K[^X^67_P<`==9+R`H- M"F5N9'-T'1=+T5X=$=3=&%T M93P\+T=3,2`Q-34@,"!2/CX^/@UE;F1O8FH-,C<@,"!O8FH\/"],96YG=&@@ M-#,W.2]&:6QT97(O1FQA=&5$96-O9&4^/G-TLK ML)BJ`5,230`D0&;GL5VII"9C5T99V5FP)>@QIDF%I+K'_OJ<"X`BQ9;BGJGN M$A\7N+C/U7P?;=XJ?UXM5Z+9E@Z]U")'$B68(_?R<+PU0>RYRMORQ> MO>DTVW1.G+!N4R\2MM[0S]."LVC]VV*5Q";1FN&:))JMWR[H1J1N&>X2X=9^ M*/<6!]`.')V&H\.YDAGZUW%!9PZ[-HO51,$O36]9%C/VH6U.MNV_+MF'JJS[ M)2OK+7OWW_/Q],76/0LGW'&.SA%9++4[:.9*PE8B%DJ8P8LD\UX(E1M:]I&O M#Y9MFJYWAY:;S?E+)$1<\'.TDG'&J[*W6[:UI]9NCF5_;&H6_6?]CX70<98E M!6KM8%B-0K3F$J>_;/\BO+EDPF2>J#Z!2OE(B5RM0\%D*'C&8J]_I?G_?G MKH]2SJ1Q:M22T6.SMW0Y1-"0)Z_85,Q:6^&QC,@R$EAWMV76Z::M M,%OQTLFV[-S9W;ERILHT%C(SEQBDIIAX7D4*B3FZWTRZD,"1KS5E#>)L)OLZ7+$.#![&F`AVX1H1J>;&M9 MV;%=$ZT4KRIW>>K^ZE6L_S(MVRP6>:9)7:J,('6BTD5.I+ MBPG?8J$@KCL(VA.1LZNM(KMTSJ4,R$*+>2ZG=FLP(D`8NN;7;NRCA-C`A50B7+(EDH6/MO7U8H MSDAB22SYSU1ZCU0R9.F[]4(E,LXET\K$:#P3ZYP)NFOM`DF8^M2@%,,ETD`+SY)4PB\U% M"`@7!6!_E`MV9%B$/&HL-XX,D,L M_A6E!/<`5,,)35'GY;G%#'&WC&:"NZ/!0$U@!PFYN#NWM1=W$8VX@W^H]]W% M@Q%>T%3%3?=]S$1"CIA9FZ)::/WU+C5Z$>:,2/*ER!4F+$`,GBB:'[@"$U&X MG`$7OKK4VK+M0H2R.#7J*D).I4PGP/43AC;6\6.U#3>UO^[]I?,S_8]XRX'$ M2U,4?]+10BPS*9#](J>4R63F:9J\Q-.Q8"?\Z2/_V9:=/32$<5N78+J;OKN, M6A".1^ON_"RFJN"WLIZ9]/]E729+I9(7Q&+.%C]R*99%7M`LR0!Z?&W;+[ZM MB1#19,^=Z6,0"J.?!6&@1(DCIJ3V_6YWW%A?VOV91BSB,*=&?]A/(98"R/3G M?=OT:G=R?B)*[Q'0KX>]_)("_W$6`6!)G$.1'+ M&P/8QR"5XB4!>&8D0ANM4F/H<-?'HZ?CR,U20<-B&+D*#38=ND%\&;JCW(W= M(![&[BCU@S>(A\$[$;OS@G@8O:/8#]_Q[/S:MONC+\,$RS15^LWA]Q*8448O M$_6]DN,J+Y92:?>9-@&*6Y\X$YCHNI=]V5#OC'R4-*A+O\E`L0(U-H$:&\<& M3:#&P]/PE70U4(W2&;F"T7EQWHS1^L2%44NCS*?H>U&@I0!6G8`!8.6DK!*, MQSM$SLMN\S@ONTWCO.PVB_.RVR3NM;ZQ#$1DMM)"L+;60K"VVD*PMMY"L+;B1K/S*\M"N;JN[;JNX;JNU;JNR;J MN_;IEY21@:U&#Q3WYB=76.[7PB!\8X9R2\2,7?!?FM["(,;>VH=^UI"WCLX` M+??8?W[9%NB_OZ-M*!257ULQ``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`!:9RT=^F`Q;Y1;V5K4@*^][\7.H0DLPZ4_#%V6H4PFM9B'D[+T M$BCZ^$04P`E1Y"58YG;K0H(`_8"O(7>(Y,>J.@ZTD=2"Z4["=-$:*AQUVIT? MFA:-#QH[@91=VSB%X#J7CEDIFJ,8,_.P:*\6!":$Y8VK8X?,J0-W#^UI@';- M:28(9-@O?(?`&/[>@0<2XXLW=2."Q._?HQD4$0$^7`.X4@BPGO;0E6(1I0ZM M@U=XJDM?C&F<%_FE9!1Z)Z30G4$C1G(66M%%P=_M&8'PCA#`5W?P*P,XM\.; M@W]C,;&VE)UG'1W`(-@PBY\,B%H@5=*2QAOSHP]Q M[4"+,9F!=]ZKX=!Y510C%0JA+L_4=HH?&L?GT*^RKW2T8@ M(0H4;CJW5?!TQM*2_U%>+;N-&T'PGJ_@P0%D0';X%GDT-@Z0`$$08&_9"R6- M+")<4N%C#>?K4_TB1Y3VD!.'Y'"F6=-=5;UN(R-K(Z-"0/@5Q?E$2G2;)/R8 M]MKJ^-W)JWD"K(:#]KMUW@V'LSM.,@V8#70 MG4P?N<4,I1NY+LQ&*ZZU!Z2[8J:X&JFIBN1H.(K$>%"`3TA!D-I[]X;C5X:F M6L.95\&EZJVBY5LI:M-3CFJ-TV.!B;8_#/1!#1&Y0M%XDWJY*[@':,-Z[JM_:^@W-R M)^2/W`\+IV4(FJEHI[(N(>$?^CVMUA M&DED*M@T?:^7>M2!(YE46QL7N]0W$7;6X4[/NG$C7"V7QWL]GK'N>*[[XQ,E MTH>)&F2R;H>Q'B=9%QX]*9);N\P.EX6!=!2VD3*)W4WP4+#,$EHJLX3]PIJJ MDDC].-NM4]2,E-^9BM;EQ`8GT!?`6I6P6I0S/0BXE7^8>BS2,!#I63&W#7QY[LU,"/ M$BW0ODQ-18:80FO=NT$$R8`TK1$JYD9`TTI_G9! M2+6!>.MQP&+#B-BQ-08XN73')<47.CW`M>=R,UK)B\('Q]!)B\2XM^/4UP\Y@QC>:E,4J`EAW,KD\C_*$_MBC2](X=E:'(H<+$FJ-BURVSR^?_^(Y%B;-(4V'O`+T9`K$;2F:%A),KMC[:I$-WG8K_C,)-%`W_/*X. M[.)Z6`'=C_7MT"$9*O5#P]P#%IOKI%#O$_BI8([J>F9_+Z.T1[IZ6OMA'Z:^ M=^;*&%/-WINT9Q]$GBMX02=(@HVN!G2+%LD*B]A!20'I^_&5BB$J/0E;M)^H M:PB.DPN^VP]Q6G0'CO!HY?9DZ_DGOJJ_GSY_+@($?2):+LE5AX&,P*A1%CTC MU[^N?$C();KYQ"$\_6(A_.SV8Z"<^J<`\/0*3'6;>-XFC&T;C&B;I'S>I51+ MNE,RZ[;6U\L8O$QO$Z"*=UNKG86Z=Z)I.R;ON MP[I!RCCB;^(Z7!Y*)`*/U&\HS\ZNCDE^<3=?P";#1WNL#S`8"V':OM?5EX=* MZJ=NZGF5XY1YVE`FR9)J9.&&1;AJ'$1:& M[1"`I[B/W7MKV@%2*LLU$97F^B!@#^221-<2P_LX];0>K7^J^X'RK#?)W)7A M/7$K\\Q,0*`E.=")G&HB8LJC=(N]$`8!YQDZ<^)9D=_)E-(.C7R?Y"9 MZ_$]".@/:4"\@[3"(<2?L^MG,/C#XK/"%`W4C<_2[`59*#:6H8_A!OG)8X2O M@_$L`S>/T'CINW_D.BW?"UD_HAVA]WI]0=')%/O25G^32_-(U(/"(00&EH8G,IKROS$0SIV&3N+7$Y&0UTG[:P+FF,/NT+.=^E'D1!B=57P>J)&VO;2USH1 MQKZ9-`F@6ZL.897(&V3ZCZ0U^PYL^'OU$61;+6'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@,"!2/CX^/@UE M;F1O8FH-,S`@,"!O8FH\/"],96YG=&@@-3$T,"]&:6QT97(O1FQA=&5$96-O M9&4^/G-T%193G"LHHRM7^PP-6=$K#H!9I&OO9'*W2FF;$.BS2,E-Y&59QJ?V%Z2\_!T68;$8U#9/IU.,P_*&"_^T_/L1YF.H$W>`WDRV;J7@S M3Z:;[58-3A5%6/T#%VDG;\F,HYW&K7HVHSIWMCG:!MK8]LX;W^E0)[I8EDAX MB21+,UZB'KK.3-:9+E1!DB6P55_N3W:T=&YO'NN\K&K[NIL;:%M.#1[F4Q=P M:CYA$J9II:\GU+E?'K9&RU^"-,PW/P=EJ,%%PW,/%ITU79!NE!TG*$P0PUZP M9JFV52W48;UD5_A%@]@"V[R^T3%[.P8*L56M`1QK(I8Y5428C1^>Q&O$/CE$OA5Z0,?:CBM MA)W1+%RS6&*XH/EP!^K=/+:]'4?UN3.]^L74;==.<&>CVCO3C^V$\3<-ZC^V MF6OPWP?[.-%)?[//ZI>V-WW=]D>_D[](0=Q)[E.0-N#3"=S#COBU5Z9IEN56 M%U_RQ><<[GE8;20.L:^,),;9J_%BMF"S9]>2$4@6=U''`4(;K(]S7<.9#W/7 M719;6566JWS1BZF43?7V.$PMN`:F@XL>.PO!=.Y,;6F%#(-!->">K9(&`W%1 M;GI`"C^"&R85Y)L3IA,*ZH> MN"+?M>^8G)E:J1]E[.U0A>Z!G$$?XW<7:/BPTKC8N3>"0"&[F+D8@QUZV0_$ MB+HQ::0CQ$/C_W^#707M[71:V3S([FIO]7Z[SD[2Y:3I?FO>'L8/UVY/Z#=R M@4"0*=+C@AWP6WA&,\_4$+$QVL2<@S7'"3@!3=G#P=83 MH05RD+=$D,/1`9JY83MPCDNP&`#YM7,X?'KW`@^N:^)YFR?GDUL$%:E8^>@)2I\O1%2G+6=\#)%*/.`B?Z),>0NLOI^RBK(I%>'V9' MO(R9<^*L:WN@5XPLJ#?VR7;#64Z-S(7X,O3'`6?9[[:>IT5Y`E:1XLK"6&?Y MFF]]-%9:2%(A[&W7]$W`FQ#P7I2IIQ86]I2K41*1.1!KJO83I)C[%FX8/+A$ MG[@.+E@7+UW'>XFK1(*&G;<[L*:YJ$?3_Z&.D*)GR%L8AC@AY?XTH]@]M1W' MUG6HR&E09U65KFZ_DM5\LI`GD\T`/@9D8#4K;08@*?P2H^-OI!,43"!DE7PPU#P4OQ*)ZLSK,;9WN_ M,B"26ZOL!OLM*R/^Y2'CW,E$%2#4XA,J(_Y8MF=O^?BEUF[LP:`9"'B6VV&` MND"IMTW3KIJY/O2&QRK^[EG@R&E14-Z.AO`%I'2]C#XJ[C[Q-("OV3E\+E`X MQ0#@$*:K3/+H&\4>31XQ;7+45UB`OH*'*:D=_!1]A5745R7)&OQ"C8!R$.M/ M,I:>)Q"4,H*>9,I;(D&#%1070,"M3);N$+4W:"0).MDX:53]JLKXX7LDBXI0 MTRO@5J]3V((%?%30"^-OWQ-IE85YOKPG7N#?Q\^?@*8+##]$.'<$I?`^0!PZ M<0NPB7I'#89"$1(>)3DQIE$>&*E+/AYY(K,TBH#8V[)B6A:3\6=9J/<0HG55 MOL*9955=WZOI!E$!WS@K#!I1?,##`9AXHAI%%=RLD@[^K.V9N[F5X9OKW#Z2 M%,>,&ARW'WGFC1G24R4-(PA=&;AB#YWEGK>7(([D1!Y[O19@3,3E-LW."QUH M91'CR8J80_R7$F_8_@CPV:B/H?H#3`=\!EOS: MUR&Q,",0Z6[9^"M4)J$("J:#-.D-$M9(>K*^([3.3M:_'X&4[KT17P%(8M+9 M0TM7W(.HDMI1<66B7[P@D)/V>[OZY*YE/,4%OC.I@;2!Q[V_$0OO8(*04-\'$+,'F%>1X<74?`\7$4!V;BY!%`)0L\]`$O;CY.; M:6\%9C8P,"IX71`,2KF',QY:-TX(I`81<>8]@OC)D^REJH0U$G^]I"N=M;L+ MN$[=BC@*H9^R2'ES99:O(S=9XB]>.1$0O^M`B,$U_QLH;X>;+$3127V8*(EX M^[@F)I+."P2_'N-3/GY"W>2]I5]-8"^AM%?QA&2I[.&*CXTS(&9;XKR>.`.> MNGRN(HSA';HZ5[;8S/U5LICS40`:!_585-$M<+D'S;F^+WQIRGLH3K/L%1VF M(W%;3S?W:%$Z'?`9UZC'RZ(D,`Z@&.U$*'BX^B,#XOT++17%B801J:3&GB%M MD,M3EFTH35B^X*L18RKF5RT5R$0I9(,(H86)JD57"1/Q2S1!)FJO"NE&X<"% MPB?R!/+X>EF/AU6YIICEY9.(\YV\=9"\[A7*V8F6X0:W9J";H:)\1!CA/@O0 M=X`;*T%4P\8RJ9]OIBT"Z497W6]F(1H\T#W/),O3*[ZF]_V;*=#(5_#SI5U2 M";(2B`"C#\'$9Z*NBNM;=GG.$=3XW!4>XY<-KK;VS0GTNH_^O"SS^^C_';45 MQB+&Y/1*:..1>XK(ED5O-PX2LOZQ"&;C%_&YP*3/UY$E1"^D#<\G*LDOAV'F M*\4`_3%C:-%E6HCK+9J!B`,DYYOG[Y9^"2-0BW`CW6"Y`<\<3\,L$V^Z_$A+ M[.9DOA=5JV$=?0[\R8^1FW[,HLSWBYFS'RT[1=D6:4UT;\6M3G#LO$GH[N>R==J[Y,DF^P''AAOU0E10CT1H'$F>WSM_ M.(A)#4_?C&$[\]+5O=.@>%WL$D]\EBED4(N*ZQ][%ZZS\#TB6C,8`SMYAE@L M(XNA`2&8Q755%E,(E#QYSOF9I4RC\OV-A<#Y77&Y-)RH:_Y?%GMY),UQ3_T% M.U3L3IKM[)8>MJ87HBMD::C;)9/HMV4T#4T M'XH-X4M+UY4$)VKR>,0>$P4R3;INS&,2\QB;5X])`OGR[C&)>,PO7SYQ7'TE MDV;!=PFR/X)?VG.%Q9JU5>W'M/W$H5_.0,U/E$F_PCN0:MUW]*9_K)`?[;)@ M?78B[:(B,$R\4V[Z/>`;J>D>_&1]RL9J;;BN&3SF?B993SF?BN.S7<-,"V7( M=\,V$.NY%&_?KTD*_9&AV1WNQF)WF)E2%9H((TVB9W=3MR88XWV)6#JF"E^4 M)Q[@2@BP:(CR,-&'&R^8+7TW%"`Q/B15N*F9HOH M@KH:RIL?5AL(@JL*G:$(7KS%)-@KFE6W>%)>8Z4#Y+(XU"[J5G$5W%K4.NG= M';DV`M0S@[S.BWL2)5K7+)Q@?K'V@WX5K7Y,GBY-S/Q-G\*(/W8",=]/.+J7QY=8C)$++TJ956^ MUYQJ"FX3MR1F0%8,T_BQI_E=:W+,=RB&19;P8LFWHKNY651)\@55A>L\>[^V M%*"BYR=X9HU7.Y7DM(UE!;H\PHU*!OI3PV`RL@5#:X.3#,!F.EC!+0.&0GNC M:P_2E#+9F=R7F8#/N@[G"Y%X+O)4J)B;I.ARJ4C)NXWRT'5>IX=&ER^4.LJ# M2AAJ6%85D<6VE2U8$4R6[:Y0EE M]J"SW1)8K`BGL?:\[^)\O;/D8ZWJ*HVX(O$/)4K9DY:XID4=_1\-&O"XJUXO MA=6_71S'B^P5)KD"0#?<9DF*D+H>1@ZJ8TV%/& M0[;5&)R*%^_Y$'NYFV-H7GY(/U M*F0"^`F93ZW/5K,CV7?UFBF4Y%+L*&C)K)-"(Q,G^<:[V5=\ M87G`$)Y+$I@K<)*YXVDZY%WZFYNIB,N2/4TT4:[A3)[?W_HPR7E>N:J_G67OT MSY;J&M,`=0%GP[QDF\SKVR0T4:%E?2'`*6Z<$C*JZ_#:#@7/_SG6"-&_`J=/ MT@N!+">YFUTZP_(PGUH@Q3@$_@!%VM+[ZN[#.#WFH.A0P[/+D4H%%PE#1*:2 M)R*REB34D.?\C4*!C(%`_1==%S2OY-=)ZLZ0NONB0?F6Q)X%]MZ>;W03-!`Y MC:F[S!6K M37';'NE6!DT#!OIIQC3"CE(UW\?#H(C-69]0^UP):4LAX!KD_AR+;I#J$(=A M^N+>X0*7IF'23 M96%*0O4X(3[AO=1X+P+OM5U]1)5L'!>LRN\'ZAEWTC/2SV^M*Q.G2HR9P_E@[Q`[J=.7:D08N$;4E45_8@R@R]@$ M_0F$_*I'UZV?(L/:MBC5>#:ZH4JJ61KU/'B3'\ZT,?Q-U^BS+J(D1HT/>T8K M<_S0%T/='VY3<6!1_*2!DDDVBZ?]JL5^XFPJD;-K'/Q`F"[H9$%]E$<3B0LT M9,7DX`Y%63<42WM]+WMI&.\HC(NE-A)6T\J;7.]BSKY=GD8U<:5JV`^]TZ&N M3G!='ORZ3NJ%^9NUN[\^`H*#MV#$Q@F]FXIO\@UA=$;51*T.T(F!%(.^1FR7:R1(Z[)@UU`FH M.:,KXQG>))NQ1-O6HNT*`]1G=VS;RE'!KA"T9'0Y M*/]\&[M^%`*/\O5V%\]+:#;MH99"VXET-4R83]#?3TR]"7X=]VV'71!$(A*I M.T/D3B*GIF*K:D-+2@)?SA`HO2[,\/&(/H:/DE*5=A73_50YTS2)GNQA"2J" MK5CR/\:S=_F+)G3"[Y@"DO/%P$]\7[&2NW@G'B?_I,B]>J.`;;9)GL\1;94G M.P'JE&X=W^T]$RPW`7BL_*$8&YZ05:[0W[ZU_@=H+'IV*-Z_-&9O:3OUH:NM+)D@I MV[,0>5>4,A@+Y?'.H%V1?9BW&.XR=B58SYJ14XOA0Q/2KW]6]4/5)XHC4><3 M,(X]LJG/]_YK8$>3ZX0/95GT=)THX=KK#K-.-M5.MFB:]@KDZE#9%`[2.QQ` M^MD":;O>I.$<$4S#2+T%^;VXU`/RO/_W!X$9B-!-"-'X36<`)UF MK=OT+P9W.D%EEO.B,*3"I`0W*>15&H%X8U1YG6%M42V`MIZV6NC4H+E4J%P" M<,W[+U%VS6'$AOS;;W_YSP"_I1>$"@T*96YD7!E+U!A9V4O4&%R96YT(#$S.2`P M(%(O4F]T871E(#`O365D:6%";WA;,"`P(#8Q,B`W.3)=+T-R;W!";WA;,"`P M(#8Q,B`W.3)=+U)E_O?;[TH2^Z>!1:-MDA*+!:KOOJJZL._OFIU\@\?CP\?CL=4 M:77L'G02)ZE*X(]'Z:%261VGM3K^^O#ADR]5X^EUHGSC'A)U;/#GY2%2N^/_ M'AZ3N$K*4L$S24IU_,<##G1.G\$HT?3M%W.R2J>T(]5QE=>%*NOXD-8:]]!N M.)PWY5F)FWZ)?AC\N'O,XC12WEKUDTQFJVI9GL\\,+-J>61W25Q$OIGZI\V" M,LJM%U[48.?93DJ$=KO'%)95,UF1U,^JDY>3VOWW^.-#FL9U4N=@"KEG4@>5 M4U%Y[+J^`:G#:)Q7S76:K)N'UUT6UY$Z7M2QSG2UZ)BQCEH7 M?`!*=O9V_X[NW,][U7=TK!MGZUG)?'7A7R)E)JO\W`^#ZIUJ;6>NPZQ&I[[: MRVQ!5_!L](0*E5&6[%DO7<25!O,D-T=KT2@YY*Q2FB3Y7H$3X89J[DE2%EG4 M9B(AAUA7AW)E^"J(J(/93`>WV:L?O_Q[G$[&!:,<`)\`S'NCU,M^L M(!PN+J>^B.U59YI^Z&>X_:@NYE6UXPM;#TXHZ\/MYGHQ7IVR#$=6NXS3W(," M(_OPZBZF;V_(2*LB?V.$$*6E?@>\X`^O7BSX&IYX@B&WU-%X=3,>8YIFN@)8 MP=F]`]M;/P,ZBP.A4PR0'@[KD%@/MF&7U@!3GU(TW@ MW5M-H)=4`7H4+WLUPV?S=-@E?W_U0SHTQU&*\G&@2$`:38EK<#) M]`Q^P_&%L9_F<:;UVHS!&A59$:S?]!0!6:A>LA`PEV0A&%6I*O,Z+C$);:XL^>1G9`;UV77C]*LA'3^-#J#K M>GL_8!PG9LWEF9C'#9$W["JBU3C7#Z"'YD(R$(_8F(UUD M2+`B!8.W`7(&;@[@G\^D5W,-$NHJS]Y2Y@VWE)O44[#4!2RU)\JU-X_G1:'? M>EPOF5IXC!(#!/$$,)RL\+>!1(O<@#X9+-+K,#;D+1\B'6QU*%+]#K;S@,M9 M">\@V^K(024A"Y879M+\TFVG"(.5KM<0\@= MSQ;5O%.6B`5HCAR$`V!$L5#*]'S'$7KQ5BH>]R/&T2,%OY=!P^F]C.2!]SE$ M4]-#M5#2=0_10&/^?=WE6//PY@YTY`^ASD%K\#@">ZZWR=;*P444!@GU7]&CXO%X=)@CER')#% M)%QQ2(%J5`?U4W,V[F0]\T%`LTZ+:H7F;,/4F+8@'.8>HN0TC=<+6685$P#V MER7\0%I:'E:DO=!(RKS?6M^?'/!U"X7J1/0!EX74CZF,J8!#G,KN+(DSB+4W MZ2S4$UD@E@TA0`AIX,8J"L^O%]OT4":887C=(P=14L-:J9^"VG66KHA'AP(T MTP<^H560%B@S#%)6"@KBTGE$'`4F4[N_`Q[%T"GA@YU$UU6F9O$S\( MD:*3F1NO<+2_F>F;<68?PKKF>O,[J5^7J?`>[H34_X(E4MN"(R0YO/&RG\>) ML?)D`Y6\E]UUL?0!+=J^*-CV]/S,UN[ZR<_?->&M<>"V@6JCO^X@OT6!M<*9 M]ZP5`)8E`E>,VB(:,H"A_??)040&D:6V@7V3%C`FABB90!N[K.PO( M;V61]*^B6W8NB[4"(2]BYTL*7"8$U`QR-5P6?^T.[>C5V0XT;U$B'(IAY\VP M^D;J.T=EL6G'"XNQ[2UAI!EDS3O3IR%A)*$RQH.)[B"/1S--1IYP:T(K9UZQ M$*HT-^B4U3YU]]EFRE]..-$A)&DI@(HFB"P:$+QBO!;^_\"+?MPO0@G-D`^3 MM7&7NBWT&$AOQ'%,HL'6&2B$GLR1]`.S/EE^\8)>1>+E*;$^J$E)I28\UI'? MH4?X`PXX&E+4">I9MZWEZTPX:9Q8SHF%\\3QQ/!!PUI+)%_>X`P?A0!`0S(7 M\^E$R(B&/Z&Y;.5/&Q'.GV*6"*U542?URM!%2`Y5'0"4`1()J5"`4\@<9+$+ M`,`)JIV"VABJ8"TAT]770*M7QT->1H5SCK@#ZUE$7/6EB'V2)UOE)!1LODT"HW"D%0DC;*\XN3XV?'C\8(9RC; M==#5\'ATPA!G9@@@3BYI>$H7JI!%<08L2DR#5`I.4R+90?7-([BX4!*FH>NP M8B^T6!K=]4#;*N1QDZ1"F_N96BEP%6833+B-\6=>PD-&'E[Y,>%#1PV8AR(, M&'#SO@ES=7EOGY>ID3-GR%;R_2QG6O6TV>D12(`3V4%%`P^''06.O-@KZ^4% M5`]X$U!N"/TA,5,XBFMO;^=Y0$0E5"H2106U2#+D6YF'.ZVKOZ7D2`L);_8# M8%U*SBH2]XES^3VO4:4.H3=Z\1XFXE02,3W_^0QDQ-SW9^$#./7<[IFG85'J M+E/)5D341LUY`=IF&6H/2(OF=D=UD_QLAQ4$D5\00@@>.SU;O[T!5"NG\R;O MRK9-:2U,3G)(TYJ"?NG-TH4,G;":D/&T8QDE2^'4V3`6,H:T?5B1 M<>@F+!Z-V&%!F@`'H.E9@1+Y9B1(W>%6D$XF%>`]/>*7K&` M!H5=:2-0,Q#BA(2(66=A4U+G.SVI3E)]RQ!+\WDQTFGA(7K;DCKNMD"-]AKZ MMU$:L76;BF!JEA?6AG;S;TTCGN#2#2Q\WK+]KS'U3ZB]!=,7YVHMRUE8TGJN1XD7]Q`>)HMV@A".0W*79]JWC) M4TE>L\"6RC=LFAZY:]IT0PSAOT`#DBCQ03\,T.;<>`/85AJ'6WL(T7BEBO>E M!Y$.8$68Z@.:N/2%`JBL5S@-_0PG'M1QXE8T5NIGN.!CCMZGME3&YG?BJZ:W MD=R(WOTK^C`'>:%6FA_=9.<8["#(89,,UL`>9BZ"+6,,S$J.9&,W^?6I+[+9 M+99&GMW%8H"QFJ])%JL?7[VBF,SJ\+I_R0H_;G;4T M)OKD/\\ZIE\^/WW9->_"IN>4]VGCY9;X^G3):*?E)>NSAGTDIPC6:WMLQ2JU M#V*LV',ME&\N>O1IVM+\W&'K=^!F@_\_Y,CX M_]@VX4\1G-S?S$0GC^*-X^?/O!'S=S:TFS_R1.HIAJ*G,)+VQ52Z*NB.*;&/ M*39IJ!K,7\#\G?[*`UJA^,O=G6_@2S_>^$VT'36VMG,#?I7\AN4WH/^S%@0: M.6'GG^WCZ@/%.WVA8_-^_X"]6]MW8T^N];C;-6>OG=)[&.`439LVHWC&(7=[ M5!_@"_G&.=CO^K7>:$4]+B)`URQ'#01P^;F*JV"BP2\+GZU1ELT MKI8A#2P:[>SX'$^;+@RD%1?",&:I\YNQCZ8:!+C\$=6D.$H?01=6EZ-IG=E` M8N,R04[R,_:#:$=Q]Z:`;+>Q$>S!=!@*GA5XQHMAX^SHBF.O>+W%^2#[TV*@ M=R,\Y^U%U=_?88C`A]@L_Y[N]R#+8#!LX\`G.E@7[E]LH&I[<%PW$'$/DA`3 M:L>-'THT.AQ.<^,FV`)U4*`F%#[&'.PW?0;'^:[.0*W(NSJPEN6NS@_EKGXS M^!(=(,D^H8%>*4#XQAF$SQ$*\#\WIGEJ;EP$8<5W!MP6OD`@U>2W')+$)O#G MF\\W'N[,4(SD9]KB"S_'A'^Y^>F[9C\MPW%$N"U%(!^F&!+>E>GQ<&;@7DJ` MP406*#I^'87JUV_IT^UMCZ@; M8+%!0<5M1!O,5%GM..TBYH%G@P."8Z;I)-NM&4=<%G\%@UV0^BH75]D,RX3' M#N[[,\F'6YCX!4F&3PO\=[X!*D,"`S(&LO@34`/R.,_>]#XP!I*'L?""'VHO M#_0GOTWJ9//1>['2_[A%E=MSW0-;C^/==M:EP=53:WHK;DM)1M^'1C@#9P M444B%]%W\)6A+,#GA,QV\-E#&#_=+K6[7Q03FC<.:99?F7X]>EM,].DN6*=4 M,%H#ZC\OX59^'=T`-AM6.P\`!;0,@)810SQ0+:*;\PXO1\]WXSRLLH"%$5,L MYM=/G^KOVR0E,<6@E<,)K M)3`EH%X"-91+H*#U$ICR7B^!$U.6)5"1,U@4#)F9U[XV-;+WF;Y(VG_N7AKL M.5&9G]&&1FB+X%WHBQYH]QBJ5TLD>14&A\(PN[P]A#V. M346M8,(D)K-;#!3SH10'K*UV/<8+8C9O:B")H+IR:S]=*5K&3H?YU\MG:-D6 MHN4V`:A0E5X\S-J.X>S\T'#$4%AT>'%8@_*>'1JOD5\>VJ_]\,V'AHR%/DV[ M4K,LJY6B68QJFB5S%O^X>FL/S[K@M1P_[:PU:Z?O0*0T@N\DK MV74W=%^W::6?6!@V:]0],!;SF,-:",XEO MC"IT0U!E&\W4R(:@QC7$-*HAIC*-=M2(AJ#&,SK'99I1-C6:$3BCF8SD9]RA M8)FP;LXRBD(GFIQ8?7N-6'4WD(E1C%^=?_O'YO'XP&Z+0MUN>%*W.%7,$,(6,O9_>0E3)!BWE!/9J%#ZS;]BALY`\_/ M/+RE8>KC3'Y+IKS<6K103=O?'W?:T@Y;A:<\_SYJ3 MZPQ5"'8R5/""^[J?HGG&=!AKGAC,M2ZJSRXJ="%9,0M+&(Y M)$%FL'@EZQHD8"%">20_TQ99A02?RU"*0Y.A":_)4$I`788TE&5(T+H,I;S7 M96ABRF4797KH6%07E=`ZW0C4V,8S%;(1J'"-,(5JA&E,XQT5HA&H$S/<9EF ME$V-9@3.:"8CZ9EV*%@FK)NQC*-029;@*L?XZ`K%ZJ`PC$"%8)QMA5^)&6]U M4::/1!B-4X2JI.*Y&JL(U6A%H,8K`E5B\:X:LPC5J,7'N<@MRJ1"+<)*9LE` M?J3U)V8)T>;$XAAT9B6\3BT^O,:M.IK(1:C&+LZY1J_$DBM=%'RJ\`>X*%IA MQ!7:Y'7813T\W7HHX:?[P_Z%?O'S_G7WT!R>=\=M.7K8_ZFF:?PFTV0@N[_9 M-+G?W32!*QW?:)J@T@VZ:6)44QR9JR@.HXKB,*@H#H.:XLBNBN(PJBB.'.>B MXEB#=UV1'`9+S4DCZ9FWF$2'\87J2!RJZF2\JCJ2`$5U%%14AU%%=23OBNID MIGS%-`$?K&Z:!%7HAJ#*-IJID0U!C6N(:51#3&4:[:@1#4&-9W2.BS3C;"HT M8["D61K)S[C#Q++$NCG+*`J=9`+7.49'URA6!1/#$-0(1MG6^"7,>+-I,@-% MI7&*4)54/%=C%:$:K0C4>$6@2BS>56,6H1JU^#B7N869U*B%V(Q9/)`?:?V" M64RT.;$X!IU9":]3BP^O<:N.)G(1JK&+7!E M+U!A9V4O4&%R96YT(#$S.2`P(%(O4F]T871E(#`O365D:6%";WA;,"`P(#8Q M,B`W.3)=+T-R;W!";WA;,"`P(#8Q,B`W.3)=+U)EK4Z?=_^:C5V3U\?WQX?SS&2JOCZ4%' M812K"'[\%A\*E91A7*KC;P_OGURN*D?=D7)5]Q"I8X5_UX=`[8Z_/NRCL(CR M7,$SBG)U_-,#ONB4AL%;I&GL3^9LE4YH1JS#(BTSE9?A(2[U,B?C.8DN4ISS M2_#S;I^'1=#LDO`03/1_V>UUF$E3QQ^JYD]7]1V/DN[9UJH?[&BVK7WG'M6- M,:MV>?`$+670<\MO.QU#_\!?IGO9I;@.#.M/)V=YML/OL]G]Z_CC0YR&:9IH M$$_3.(/HW,^#*Y>\)8+F'L:>UJE")09AI8Z>4AEGOG3[N)`#2.>8*(&W$8B MQP4;0^\,CW3*G(TLX'BLXD?/Z_&'`8,\0=&N]W[;,$:#VV7S11RO6\[9&7DP M&/X?(.50EA(H_#2U+?@+K:EW'1Z,\Q/$:C:@4.!:Q1$/!'C_@I#BXV%&9 MBM]G?9&,43'/S#*#H*R,A4":WOGK%/39>SG\T594UT4.MG,H^FF;W=% MF%*LP5`%8YONK&HF%%V$20$DLD(X\1"68$^0.UVM*C..+SBQZN%4"K*H:6%! MJ]J^0F=VCNWEH4Z38F.O\/;*)25&JTY-!RAY`8Y!>D'^/"%T"SHK/7[H1[+/ MX$R2,`/BOB40Y'Q"YB'6;'NTA.R4$I>)+@VZ&C*O/\&:].DJRJ4T4'$4I[Y3TTU@X$?I%>OA)'1CC9R)^V0LV M5O,XVOH[W@1T7?HKIOCC.FQ:^F2OKL>/F_41U^O6S3IE>R!G;Z&3+_52PDN\ M2*SHU+4!<&)Q:Z"DJ:E7L'/8Z%Q!?)Y?E`]PE`(11"L_:&^32Q`ZRY>3%P7U MHG/(@D!],X5\M*9M?K=UR'7=&]R&]J[V@X@H%Q%Q*+V(@+5FYS+3.,'T13`2P:CL3%.N9P0/(V`F813^KJ`PR:% M6J=^,BWZ_YV.E)1-2!,@/"AH0`C5Q71GC-^(F0-9/#7/K6>M.`^SI#S MM?X2.,8I(\1,&^#4(CK@VX5*H919&QXQL=@U&&A!!O]SL&&'MIIO##XJ6,O> MPG$[``L'(TPVHO[^M^\)'!]@`&MGW/BF6@VHY**T]-8C\#"DS*]S5Z%^$XJH9P7KQREO>9)\?I& MCFKHEC+1_X4O"U!;3MS5O;9^Y#-MU8(]_[S&2C MW(]YD@?$?YB+U$2AN%J^%T"&:)`[KT50DA=>J,B-!)8!?0+%$#,;.)AD`QB4 MSH&_D+LI[18%H$5G:#^!M@J2L^>A91DC*6$45V!$-?,O;L-0>TVJ(LQ3?D<;F%JD,AP M:WL%.\+\?DO5-4BU%L1@/T"(P+\@`%)"5<;X8?2D4HL/7(O3@`8/_,Z5.(=* M7%(<%XPQP@A?B3!_BM!"Q=SUBI:%:C,J&LO&Y*P[%(W`K+MHB>F7Z37*V(6) MCJ7,(?H6(F$N)"9::AK'(@V+/-^&\[`8DIL($J>0"=$6GH1`K)FVZ"H"9J5+ M'I#^;NJK?RLDS#QXEX%M?`$-R;5X!5#!E1#+I!C` M/17J=WI5_"#0E0%3&[5?>2A_7:3;=)`')V??G"N)(?N[]6?NLP$REDBGQDE% ML.>OCCUC!OZ=-(7D#5'?! MTTM?/[)Y7NIW+)RKDBT@#6ON69P$#`G>OQO4CSSJS`UR#%F6=RVZJ\"$O)D] M]O/YHFZF("CP5MOU767<18%*',]8(V[R$BX\2>QEYLJ?R/$=,),CS=/`Q8PS MTZ=@G.GL#;QX4V82<2HU&>$"/,$-^:?/T`B`7&C2QJHD,,\>KZ&FI^]4?3C M7&KWT#L4GA@J3'*^/M;-J:EXX85815%Q5=?A&^I')XNB\%7QT\Q^'.^=_'4A M6K*OX.Q;>S;95U#V<585E%73>FLB(Q""+:BZL^S*73#S^.9SMSMHF;L%DP*, M>V0BH]WB%7DKQZ+ZIL6O.;*'U'ZK)Z.\D/):-PQ\5'AP,(BY;>V(PO<[(NG. M`N!.)Q`5RB.@C//D-<5'R*I>`D"-K@#RC@HW:Q)6K,\(VW,'<%A$)(C!C36O M)W(M#%(9V!RAJ5]`=:OQY2*X(\XX-23MO-9$8:TUB/U[W1+[*Y9./+;25:>6V M@/]P;[6V=JL/HT/VVH=>JZ6QY/Z[/**$AT!PT05>25E@T>/GW1[K.TG/&*31 MJWW`04=;SQ6XZMFV_57=6>22"*!)#MD;BB^56/;=XW\9KY+=MI$@>I^O:`0& M(@&R(.[D,?`$F`3(($#F$DPN;9&V"0ND0%)>YNOGU<9%LC%SL,4FF]7%6EZ] M-V7B&2\R>>0(!BP\.8(Q1?#,PR^-JVIXU3G@3%23-K2*)\@+E,HS>2U\_==58WOR5VBM@&H+5Y2OI*F M\;RDQSXI-$CL22&>@!4Y=,.![]3\G]AMN&+5^/745"[;T(A*-E27GOXIH:6] M8DG`M10N>&:?<",!L^CP0F;&!=# MUQX^L%.]>&7S=Y<7^1N*AE4>&05$L1SB8O!:W9(&;O<-/Q@'DN)$D"3SJ`:C M548*&A0HT#J(!Q+R"A-LYHLG"D9D@HWRN(Z!EG"Q*^GHA15.CE]'Z M6DD9^1G*BJ$8KN]H[%"KR^UF]K1_D(72Z#213"7,Y>21,+JC+M:[%;DYON74 MOJ<'C[II<+J]P\^*/EB/OJ,U(F>6;_2^&M&WO'KX^K$G12&+/0Y0^^[L0R9[ M^Z4]^_9!+RI]8W"EG@2C`()?5![E](4`)7M5WZCTJ;M5UUC=38T_[_(\UJ2< M-?->FKWMM8/OJ1CXD@+4G/?^G]6S^]EVC^Z'4GHHJ\\O4N"_UNY9*AHJ*XV0 MN3QBNL\_S,)1[&(`+N M<-=PWU]!U$53_VQD&.6$V`'\.@SU\4"#_?95[>?23I<$.8BSV8RH#F##3Z!7 M)P;]VXKQ3GI^$-]9?QI@%6^HUB#-E7'I^/;'8]?*2`$D4X1CU-OAU5WEV]#I M;1G,&Z5HXG0V8_7$A(XX&?C>*P-\EOP2=19FQ?A'Z&24(X5WE_,X2$.E'+4R M:I!IDAJI2@W^O6F;ONX'G`?L`JNC,Y5W1-LX`M*]-W9S"ZGH'W@VDRP#)-;` MP:UXU#8#X6K-E>U%E9#>T^]?LE`#URQ70C&2B*[:8TX2R^_=;0MO/9*FQ.S8 M-I4%9!7(I%<=Q:"+DJ1*V)8#+ M81'I^480MB,;#XI@7L@7*L'1AX/;H=],%K%5U)5G=DD,&M^"[C8ZP,F;3&:C MI[F1U2EF[S9P<-[`(S>D29Z$RR9YARL:%*%;)\6R]UWWN@8A`OV*:7(\03G& M`G`D-I@YQH+`M"8VB%^P%$C#M49UOD%D;B0B-R:1&[-I%;@E74NMX$)8'=O! MQ:?3_:FW19CQ0W"_B"]T*FF,UDR7(P2)IB6[Q%?DNWP.C[!LNUO.#,MHE.G, MT*S-8!'@ZP?WS;^ZA*EG##$Q\%"<\A/P"-L1!56`S=S"TE;8<+J%E"LND27: MJ=HZ7%R4W6-YK MR?>ILF.\%IG042EAS/TB#]]GM*O+AN+B,)L$#52&,)06\;R]QJX--!I4%1MI MA[JI!PP;!/>6P&R;2WR325G*-RMT_7?Y7TYB*O\;5$U!M3H*L*-<^^95F,D# M)9Z$3TDTRK:2Q*JZ)Q$8.JK!4RH0L56I6];44Q%Q25N2@8[Z`K3/"_:&T39, MYVIV;--=IGZ>M$&9O7/[]"=/M(O*7MMLV8,/+?4!%%%_T9ZF]&+6>=8VY=C7 M%E=UZQQG#;=-(9TP]2:M0A01:U6;N9Q*RI&$%-^Y4`*4`J*]K6Q5?G64%24A MAML?UQDV]VH5$:3.0P0E,OCZ.5L*DVT8).D;$C1-E.,]>&3.BX;L6U08V*HF MM.0HBXI\EH-:UZJJ%(EY/'6@F)+QZ[Y89LP0OWG6_DEI@LSXY; MOL^Y0*I:IO+BBN?W.J*.Z:HPA`XV,\K.&G/JBCGZ:O6$V4[+IZ8`$-T]`7`$ M]&Y:;O1<&I%KX.,ZY?2#&U3+AX=V9'!)-FNB':?\[]5K5;G?:["V`4Y]A\`9 MQ#J^ZL=`LN?[P1N68%9C^H]`%Z9Q,F(TA%"R^M(PP>Q*3AF157XOW\:DT"Y8 M`PPHWH(Q"(3HB*A&&>7D#T*OBQ7P?>&O**$!,QNBV5M4![.=!/U6")I MSDV"'64E/1:N7.GE);%8NJ^GIG*9#A?@00(F,WYE%JIC,H!NIN.R%>NX;"6. M_($Y8VOU3[IOA%1K?DB"`Z]D.WMI"]FFN_682AYU$V*QA^?3SZ958-Q;ND8: MIN.&D#NLTUH5M?P1#DJI2?>DVMM2<2 MHK[.CJTU+2>YT^L$`>C[7H]1:YX>!:M;61W6,K_`]75;-U"=Z`D'"%>W?'_V M`7]"'/VTUQXM@#,\U,$D(?ZA4(QZ_/RR!U3=HTG*4K![B>,ZN:Q&P%EYO6=L M?G#/AHF7!E+U!A9V4O4&%R96YT(#$S.2`P(%(O4F]T871E(#`O M365D:6%";WA;,"`P(#8Q,B`W.3)=+T-R;W!";WA;,"`P(#8Q,B`W.3)=+U)E MS!WH/&\XW$4)RR&_VB5%(J)/$IR=GC8 MO?_02W;LC3AF_;'9Q>QPQ#]/NX"%A__N]G&D8BD9_,:Q9(>?=[C@J3D&JYB; ML[^6]YKQ%&^`Z=2:MG83IO!_&64I&C77C(*]6X*&?[>#9BIB[-/#M:RZ!]T, MK#VS7]KF?O]+]:A/[&]]KX>>EJ;7IF'9+KN4"W>.K<6D0^IC!F>QYQJ12&3SXK%W^2X(VOP>$2[D6D M`O"JI=5#"$94<*6OLJ'?9U;9U?%&OUVG3[1B@U=RMDKJVBZ>W+5[>_9HSY:= MW=%A'/1LL.=',W-W\!0[=_--9C^OHR:30/JTBOH00L^#O[+P]\,_=X=W:PFS M#Y]$N4P$9BV)"P.:94IY$?%4*`8I!'@X5&6H\6OP^59V0RBB`CQ)HB3HV,?F M!.\:[K,X+\"'PZ73FKTXUKMSZ.#HS=X9F_ACGDZB.:ZB-):<7I']JWQF(5=I MK$!A=N=56;<32$0!@/5N&S0DOAI$07I0C0)WHS2XP^P5P=(I&2529*:LQ@20 M1T8GI[I"1>C&+'EI5&0Y7W6"1UF!X)P$D^424O:Z-WN1&66+#`F;H%SE3F>" M];K,2@JWA)P\IO$]005S8,A()"*=1!V0OD5X:9Z-RGA4%/#MS0LR__&`+F9Q MD;/E+_:Q1"91QF3&HQ34)J"2P3)EG=Z!PPH\EDZ:%%$J)U(!)MS%/((>,1$E MW(G@$>:2+$HF]M34GA#J-7O2B[`9S2XJ@+N7*LC>1/C'CK.*[42N(I[#&:PZ M3*TR2=J[@P+>/Y5._K"[[!#=?++COXV5VGPGB9/7N]_>L6940S&`F6D,GT@R`M MBLFCP)/QJ6*:H79N*`P&QX99\)SCV\LTB>#ES.3PTQ,+,?=%G+JJ"?><*WAW M$7P+0C"5!7G*3N5S_RT,,Q0+R64D-Z0(]P2>),^@8?I>48QFV<,,"32K+`E/6OV4'X.?Q*R#D\@3/)2B7]5)!-@ M!I#)WP`ZD,MY!B=7()&00?2'E'Y>.RTQT>-ITYH2'WYFF_>G$#M<@V-*XBQM M;SUPA=YUBS_O+M9#/G5WD@Q(W*;C#B@P-8HW*,:2F?`8@@"3'%_`QO\5K1Z.4[[&;7*(3I985N>DUD.+]&NVINUTZP;;O2"_T, M&X4TQ:S<33$OGL^QK(`#BSEFC]H19$],)IG?\=_&DI]D5CZ?9"X6-\F\/Y]' M5R@@-\O\"9IF3H&=9J.4YIF[[2;6**>)MBVGF3:FDV;:*#=3S8K]5!O%--?& MI^1S]9SA?X@U.%C@P=2HD`*O34B212))UQF4E:XQ*'=QA4%9T2J#&NVM,:@M M>W(,8YU!6>FK#,IF;)-!6?D,=W;'?QLK$]Q9',YQ1S%L,2@7R"J#M(DM(WT#6R9'KV#+R&?8LCO^VUB98,MB;8XMBF$;6Q3(!K;H\@:VZ.86 MMM:E#ELN?:O8,L)-;+DG6[+S#<:4*8&@>,'*:;@;[I,8\O3QUR_LI(^=+GL- MW*EJ:(D$8_9/U@VB(N=$12FD1X:GB``.B!\D*IS'>90$,;*$-(AB^291L;PH MS=&0NR;>HBE(3C*3`N0FLP`AP4KEJ_%A)')!5`%90#_'PZ33DN`?J'F@5%L% M#Z+5:L97)"0D;& M2["Q\DU"3/(-0FPOKQ-B$FX18F]W@Q!OVI5C4)N$F.1O$6)(WVML&,0S:,43 M7)&!";3B):ZL_Z^08!O$%@FV"K9(L+V]28(WY19P/H7K))C$VR38/]^"!/]` MHY+*7/*]*N8+Q!GYV$R*<736WZQ&W95=ZX=C) MO-`ASLA].W/B!>(H:_.&1D?GL)GBSNWX;V-IA)Z#XAQ]%(MO;,Z?"?HH(-_= MW`F'/E+@6IR7.O31;=_,O-RA;TONT.?2:3N>EUOT&?'8]KS8H<\])9^K7Z$O M@),L4Y&:,Q<:K#&^`)=*N>D<*TMF>)X3!3E<-#NV#R':"J[A/@%V4';E4#UJ M]L>M[`;=_26$APAZ8"@R8,=+V=QKUI[93TD4LU`&]FY5UU7;X$:GZW+0)UP. M+?&+)(TXV`3GG"/<.2)2`TH#B)].7/"KI/5T2W>:/>&?H^YHNS2Z)CI8 M>]6=O6JW[UE-=C%/M&SQZ'%VK&WZ->O]I;W1G1/[#H;M_1Y\G5J=.LD:77;X MDN<;;=]PN]/P!JF"!-H?1!$<&GV[M,Z0R>OAW8Q+\]@^#CVS"JY=^ZCM&E** MK\S"O81]W>MF,&M`!?X,EQ9#;R%BP%M_Q\H>\EC7^-O"XQ+>1"3B+'6PX'%2 MD,&..726?:\'N&[>X-J1)SE@OZJ?V5-7#8-N`.9G1&-Y/+;=J6R.VL+$Z5_" MQ(*/%]#(C+TG3&P1#.8OI!2!S&9?&CSJS;.X8SW@`%X+2NQ$M_MC>VM(!HX? MR_["SG2A?6(&>K`ZZ7IR&VNDX%BP]A=?B+0]^(J<%0[GSO>$7(?2@_-9T*&? M"95Y9@"/56A$OV=$W72C-D=JLZ>]S"-8PHG.OZ23[;OPH,`H M;)S+Q[8KOU.G45$F\H(2MC>64F_)-M-:HS:`35?=5TU9`Y+*9JB.U954F,8[ MU<#]ORTM7A":$7,-2F"#$I`FVY'KYSNH`87IQ3;FE*92\4D'=#U>2D5*ATO5 MG5PW1US9AFA;7@YCY`64?1]%'U%)@O%"G300C8D,5O7MI'L(T;;K8FS7A0%* M@HDF+^7"2Q\Y&GK:0;8?=?<_SJMM1V[9&[U9Y!VM*L-#VV_WY/7:B69&E@!(9[1!99K"J>JCKL811Z"/EV M?.R?6AZ?3(5SJ10^4T]#3W4Y7J3?5GRQ-/JJ-XIZ@/+Q\MA>^E%&']O/S9Z; MXP[MUSOK)IZS*E;#:[1N)4.WLEK__S-4_X!T0?T8R2\"WEK*EH`[X'F8>1@O MDIQ`Q=WI\MVQDB\YR52:A5H/D(%;%E`9PZ4!WK,- M?37)<2JHNH(J+ATSV\"($O.ZT)3Q0Z7F6T.GC4`N':65884T;`.>M")0;:?2 MRU?N]C[VZ>C*\P$]6M<5(%_-2W6^U)K47%BIUI\Z9CB!,T!=DH[5^4&=9HRP M'#:`';%\O0CF_^IGT*7F^,@&(E-#,2KVN;7^>["D/3`.5.*6[JF(N+DH+`J) M<:&PT`4R=:B?9(G,MM(5D24KFP^7KJL;$?#$ATL_45CWVFO//$O9/!:C6/"0 M*H8H41XU/>HMAKG@NY!>45#Q2E@CX=I%YJ$Z"NDHA'0@BP>&$_P!P^EEW'8$ MTYX*P!4Z+DDR"=L[UEEMB'N2?G3,;,MP`A2QC";T+P%R.,CS09X."HU7TM9S MZW3<>#>Y3K%_.6(T\!LO3N9*N8(Z;EO:6)E!*KI`$]3@APJ4^D.-&M35!]$$ M#B*[3_*':$ESA/RI[41YS?X16Q$RX(D,-!,_+O7QVA$7R:LV!-0Z;>T:#"HV MC_Q+UE."XXII*+\&JU1\Y%I*5$PJU,9>N1U*.R5D/"=!+BD"M>_ATA\7H1]( M;VG^(`&W0FHJY39*96KE.G01/\NF!D5+ONC";214Q[PY7)F1+OPX*&V.50>[ M?VOW>(>E6XV16CL/4:@`2:(5X(>@&S'E(%G2+460!@_"BFKS"ZQV^"*Z1`+0 MI1B^Z2Q%*HM4#7B!^5%627/3V9/YM6T^[GX5T4NX3[K.V(TBFZEM;XBZBAI^ M,OS`^7L?_?SFEK_@[OT&Q/C8/LFR$'(?S:U_*_<[4#SV1$:2MMBBWLOL7,%) MO>[5Q2L2R?1YF.U0:)6;A1:"%%-FP@,M-KD4&Y192N%3*W/G:ZGQ0K!SNIO0 MT7(QSG-'D[74T,",325Q1=\OO1TAEMO)P,C(+F0A``^?HNH+WEFI')=&B'P? M\C/EVW7(@Y`ZE#@1)6JJ:4H/LE12=*2$*H=(D'?_H"T:-37LE2;R][N[U,#& MTXW=^US(BXW+G-8.*ZRL2,I]DKK",&^99N=_H_<:^)*=P`6:GYHC(6^7Q;Y$ M].X>NKHVWRSKPSJR^&K-+APVLH>.LQQ:<.+1H`(E($HJ#.9SQ&RUZW9N8R5S2+D-$"^\$$GKR3XW^Z(Q.SN/1F_K<_-#.(,&NEV'])#JI8Z_#3@!X[&6:9GNW+LWR\:DHK!-I7HSC#M8W%I;E"`(` M2#+>^L\[PF,N>"S(F1C_^"/Q"=V\LQ9/4W/WZ29F&6&.T]`/*9R&G$%E30J@ MS*$/RM,#_/I8?>WO-YN,Q"Y'Z\]7I-P6R!.TV*$MV/)ZC)=C9'<>680H;">F MA-/+DM325T%/U/6EX;W`AP%#+LW*I5*/Y`OXRU,\%XQ+T!],FE,$Z;E!8?P= MN$$@I^$;UB=T-P@?&2,:WR^M1ESRT6JN2G;P/=.Z_ZV/#, M#2]/UH.H_!L,A^A-2ZR&@I-3":>X\D>262I!MLBH>"@PQE&]CRJYHF\N!)$K M:6>B%\*7.F%=NN+T68:#?;\NDH%W?W1,MRB*:]4I/5.E23PP;%WJB MBA9[HLH6>Z+*EGIB.&VY)PY*7^F)-J=.L]H213SJB&%B&/(10T,4\;0?AFBM M],0*:@FZ),(K:.,G%D!66R>05ELG,-90)3O7D+4L#<@*TF5D2=Q7D!4`,N?S&!L.C'2VV>-PY4N`55Q(2.'F14F[<89D'X M2=X"3S*JFJ\;)%/TUTVQ+Z+>'"Y=5S>RWXBHKKJ=JM\=*_FJ-W@51>8\/K7O MS5/;/_*4K)+OMC&54'.;`MZ`X?"L28K@$_`H/M5?GLXX-HFJ1_[3U$>C7W2, MB\QO[3./ZPW*0F124WUH7^JMKA)9#_OH92":>.$7\Z%NZM/"JE/;Z(IPZ#(*7;\3`0[ MK?E<=W0(/,-%I%%'K+Z(:D0W+&U/I[XFN?F@,R\5B2]D*XP*6W&#&A"U8QJ0 M(M$G*6^F_ZTH^%PUA[K?FTW!:)$_;PZ'MCN2VN;CU9;M)J87*<_WAW:PNKD@ M1NU3W8V,Z;>F$;/;D]D0V"B`"C"'A]058/I$0-KG2J*_U-A>`:I=W2,XA*X& M+TA*$M*`Y$,/&BFP04&A=XWSV_,CKA%;;Y_Q!PE%,(*RG@V29T^*EY&?1RI. MAG=/K.K^);XY7,TC_[)_-1!UYB%AU$I&%X)/W"%9+S/T9I)M(D(25ISAF+DT MLJ8W32M?,)F392]6SHH4,;%2J]B\*BZ4TP15[5K/DG3P3+%Y6]>G?A<2DW]7H\Y^5#&B"O8;/54RY'3*PBSY MET5Z7C!\/[S2_AP`2W/%W0H-"F5N9'-T'1=+T5X=$=3=&%T93P\+T=3 M,2`Q-34@,"!2/CX^/@UE;F1O8FH--#(@,"!O8FH\/"],96YG=&@@-#DP."]& M:6QT97(O1FQA=&5$96-O9&4^/G-T^%>9F>^F?GF M[0\?`W6T3]_MGM[N=J$*U.[P%/A;/U0^_+@7%IF*\FV8J]V?3V_?V525EC[[ MRI;=DZ]V)?Y=GCRUVOWQM/&WF9^F"EK?3]7N_1-V@IB60<\/:.UO^FA4D-". M,-AF<9ZH--_F11Y.>Z8M"6[YY+T_#TUW5*M-ZAT:6^I6A;X?K94^C&908VU4 M/S3'IH,/E5G]>_?34Y#PB;X[TR^F0U.2PS;'3H]-WZG^H.S8#\:JL5=[H\JV MMZ9:J_'2T\.">)O&?C8[*YO.REG`BQF,&LR?JR#E MNPI6G5I=P@*2FBIU^.7S"LU?VAXLK-;M8+#H._:CR=3\M<#-Z!7:OF?KUNKOC.* MOW=\LOH.1JF[QUK^"/>_HWD>CHLSZ*EAO`V+(KZI,4BG-Z;\QI_[<[.*P33P MISN])H6Q`#%?'X/XJ??/_FQ'MG.PS>,XFAWJ%!=EHKB^6ZN=>=%VK:EK'5W1'/W`TG:PC$Q*8=,@(.&ISK%'7R' MIS[J3GW;C?))EJSY31E@-PP?WP3>%?"]Y`KR*.RBGK!%";!=&@QG?CX?/B]F M12D`BS39%IXT/W8"L)I7&27@&"S/J[_.>AB=R<%UY+MUZ$'7C,%RHDGWF'M\ M)_RD,$C$]J>3>'-JIB[9*5_V)I\%BKYPN>Q6/:AX9=>*3=0?*`H$!Y*[=U:9;'G2_UYJR M!^,XK15SK15.:X73&F`;Q"3-[?[.BG*Q)@$XBJ+,,^(%O/]L6^H@=D'S73_2 MD((7]2ZH+G!_>'G%>WA>]D/`I([BAIX?"6YOBZS:*.YWO$#]H`?>`;A#'+%_ MPSL"?PY;YRXQAG84_0&OOY@+M1A2P.8[%EW(Z9=3)'[LVTZ8RUH M'8(COL2\G%PV#Q,PUF,&CE(QG"E'RN86U=N,5NUU]UD=A_Y\(K?""Z!YYY+R M"=Y(,O,%$.^++)U=X&A+)!'WJFJ`(?CRV'1G4"#(K$^G]DJ2GX:^-*:R+GM` MGHJ+AT">@,Z,^\\0`KZ3.N$)L6KZEGZT^<5\C7D-X*\[):;+L@DWD=;--J.5R M<+>7DR,%XDC8_GI0MP<[H49@XKXK5N,[M MR$,#J6L:#\8LPZND(=]9A#S5#):]U'%-\,TWQ391!![(Z&V+Q'%%:CZ[I+WP M5(?0H,B%*[3CDA6B8>T-.H-I]0*(1ZB>ZTK%4:HG),9QL:@>LI^ MJ$`./:HW(>Q1LM79PL5YNO-+;#H-Y'E+@B3WS'E@;9C.5+($^9T5BF-6(="G M2RVT&48UFH]&>A4*^<55E;`I([&CTHS;"''%2\5FX%N91;D!H.YQ&YWS)G M5(T]]6`E2VP/?-[%=N3RCW0Z<+P$I.GE(7M^*QP*4)L]#G'^!@)6KF12[ M1X%!X%=PI7@/O_MZ=AE&,-/-(#W-L]]!96>:[O?576ZEU/MZ@H4R@:\!CJ)+ M=!ORV$LSUNH?/^Z^5WD&67VMOOFV;?N2LB:?'>2X>:;X?!*:(ICH'Z2.'XWE6=J;^"0D^;:JZ(IK!$4 MQG0NXW@UFEZKBMT<*%@W]$V?I2?FS M63`#UG_DR=]#@.-O%`!"8K2S(>^@UZ'\L(-)+34Z;@BC:2BR[X(YUL&?I8\V\YHQY:#AUK!343DN-UQ\;+70!>D+)P% MZC!P/D^2,/YJAJOY*K@=2/]/B+.MNEO!B,)]$=)Q^CJDVX9RT1)#4OA@_\"F MG$HD,1^608/#1@-\0HJ0OUE5W]S"CDM`-,@YS.$`)FF>W5DWG#H"FR9YYN([ M81?>#F1T0N!-CM-KL'MXSMU3;MOA[(9=]Q'GR-ZKA:_LY0,\3,T]P'%@$ON> MA"03;0#"`_A%1&#E&-!=-*B=\S'S*1RM@_S#_!;+L7#+#+>@4.8X;L'H@7@L MQ(ZW::9J-#CS@F'BO07SWL1C`C=5#7D1OL+6*(T0;CI&:.:2,74Q=YL71YV% M5@-@ETS_CN*>!O/,"_HSB*`'?1STJ=[.R@D49J[*U\A7D$8BV[^0Y#;/QK'< M!3]=*V*E$EL@AQ-9]"<78 M"%I0.'\^0MP4`0$`EG1@G,AXIV%9+5>)6!`X3;R>IOT@#!QON^7.2I6U'H[@ MA[4&,??&=%-YB!43QD_X8T*SB(4N:N?(6!":5R(34'IL)`)N*CV_2ID.:\X/ M%)PU3?$648Z3_,[7_,1A5@)SLJ9\L`9.+^8R+PVGK-Z.5/1I:_NRH0H)1I>I M=+F9TIT9")=%/O^`L?\07FV[C5M)\'V_@A@$B`QX%![>B3PYSA@;8(,L,MX/ MH"G:8E9+"J1HQW^_5=U]2$KR),",>='AN5175U<'`C>50AP`!L`KUT.+0+15 MX'UKZ<)5BBV=0RBA!.%VMVB)NA$Z@4@>WF%B4+O9D;"C&%@(0!MUWFX;)JZ\ M@L":-E>0?N;YQ+L#X89ARDNI<'I]F`8<91#9<1MTK$J1^][>'&DY8LF$7;M; M;43J]^2K8II%Y1E:+D\]@]@N4IB@I@IZV^'?>(+7$52`UWGWX^8I=(8:C'MC M.Q;XM@G('OJQV?WHFGLL>'C M25*3*%1/4M&83^/TI/P!D)7F.SK'\WW/Y'/:.$W,15%\SH"L0)XB!@/#T5DF M+K!L-:PVZ]\IWTH')&MYN$D;T$, MN"=_S#2,5\?,9]**JFW&'WD60./5H1J89L<&-!:ZMIV4IMUR0D[X%R?\X?&Q M"'"\9Y*C++!V&.A='@5Q&F^II_^[W(VD_.:AI154%_CO@:X)`?QG<]A1Q8.O MU:&1)9"+65S&EQDN2&Y^^.#+ATF(_)^Q\5N,YBU*3LL6<<FT!*[4P*56>X`?N$..((NC''53]M4V/O&2(EV%IIA72KPQ M]0)-XGZ'#Z)`,CO2QH&9Z"<5K[[G>9G:.#(NJ/)0A-E?V,.W87.U[CZ M,.W:[D6.%<7+GD?M%!'_6#>1R"94!8IMG*7Q]5FB,(E-QSHQG;9]I"I0ZJ@& M-!N:3V(KZ"A&^DLONDN-DTE$#UO)".IA%,;J^.7ZV[-N.S?835_@!I+RVMIY M_8YBDRH[JY2M5OZRG@''6Y!H&E3-)]2V5]@Z_HSA,!)SFH:-GB\`#- MT2;KJ%&NV,@?$1N\3_VG$I>,].43Z(M#P1'8=%@<5;VJ=75]^:I#;:\VWJ;1 MG0__;=8?D%-RL[S/+:TV7N-8+8(Q]_`ZV"B.9Q-)[?H/J!WXMTUJ%,WS4[5R8T*)7*;F) MF*B/S9^5Y*NZ(KB"X;">8M>,.LM+5^G<0&(CE:[R8K<>/[UFC?DB&1CYM.(?[LK/O@!GO9YD6?R<-42W0[[VC*/%R2,4HB;S2#<=^8 MY(A,#Z9?W6LSZFO3)U733M]I8>M-F]CBC*/-HL+'X\9Z7%X>]V>J6%>FT"_] M8"IH*-M&+U'VZ>B<[RN%"YVF5JTI,X&GP5*/M('*A3#RN-/1QAT=,ND[I<`.D[U7CC`/_IU;VM5^J%N@"&PQ`355XU.-&M3:E"C#9/MC#O9JUHU\K1NYUXWI:U MPC:_HZT87AOA*.Y/U00I/`7W:/Y@,,>_=^*N@*],*$:Z M@BW@7!Q[*PX`DDWP*RZE6#!BDFX6<\[#WTTOC(R,C'+Y)596)1(-XU0L$"NC M$G%"RJ>-.'E-(,F/%!4\7Q`L@U6DCVI['MN*E9_"`Q]XSB$'(K#FXY=+D=0N[^GZAV8_2O^HNH;%5 MYWV.++"4GW(N":E7V9&5IU>G;5[A"=4E`"O;?L>>Y5!Y#U8FH?N@^8R]![.J M)::=ED^D%RY6#2P8774"QNR=@'%QW7QN790;!.+1S2I)%"&(+6LAMHE(M/9# MQ94/384ZBA5/A\;>-S?4$;#TADZ\[L>3V&9$(+!=T\QZG<_K.+C(&4A$ M=S5M)-.RWPED1FTDJKHVKPK:)E%ZC9.+0K,5DYK;2BIMU:'4O;6`_,LOCP\> M&QC>LKCFB&F=*R.K-F7R&>S_]*^V>FH/+0SP[RC#+UU+HRF$O8>Z5*WG0Q26 MV6IGZ3R=[:P+OL@9R\WQT+\W#0S88"_:3OQZ\%/3-<_M:5PB23^=QVZ-H?,3 MQQ;(W\2PW`M>H,B7/V%VQ,GP[QU9C-NW*(6E5#D"M6E/PJ8H/'7A[NO@4NR6W]V<4%7D??) MEOED^T2C-G4GB*\&6K"]&\>^UMT+IY;`Q]D'`0HS3W*)"*;YV6>K!:5MQBW" MDJK:R.5K2\K.C9G[P."&J4U+[#1+"\#;V!WJ575]?DW@&87<%6<,^'RV0.@, MX"4S)2]C6B]*_NF&RMSK`Z'9ZVTE@U[U0;\(GNRIL6]APO7FN!YF/XXLLBEL M@8VE<[>?ZDFO;`_T;LLZ7YK8?'G\Q_\'`".3QX0*#0IE;F1S=')E86T-96YD M;V)J#30S(#`@;V)J/#PO0V]N=&5N=',@-#4@,"!2+U1Y<&4O4&%G92]087)E M;G0@,3,Y(#`@4B]2;W1A=&4@,"]-961I84)O>%LP(#`@-C$R(#%LP(#`@-C$R(#'1'4W1A=&4\/"]'4S$@,34U(#`@ M4CX^/CX-96YD;V)J#30U(#`@;V)J/#PO3&5N9W1H(#0S,C[>[>[/;Q4JKW?Y.1V$4JPA^W(K+7"5%&!=J]^7NS<-H5#72=*3&JKN+U*[" MO^>[0&UV_[G;1F$>&:/@&T5&[7ZXPX9.:1FT(DUK/]J#4]K0CEB'>5IDRA1A M41;QLB?F/3I/2MSSK^"731)F@=OHL`Q::)O`4GNB=D/_3YNM#HO`J.E669*D8C:QD]]:,?/XG.[E[=B-GW/-6N]3VSA.Z@QOG+1L?0 ME@];/?#\?]UX*\[*NG[N>&94@ZOZ0^=WU,J.JK+C49WL>9.&L9?L_`;0H(-[ MM?GW[CU$!^1JD^?HV:T/`H5#EX9=VW15.]<-&&NK:;:M:IT=G1K=-+4.A.LP M`<='>)YI!+EPB!'_GQVIT":,XSP#3$CPHMQK0."@AK9%H_OIZ`8X33U74]-W M8ZC`\(#^/DPL"B)N=+X2E7E1"4NZEJ#8=*``U8`G&-R3&R!X(X1G M8$]L8Q,F11F_=$@I6(O2F)4L)X\(F=;VU7.Y[^B,%<(HQUT M'UB,(.Q30(GFAP8NL/:)!IOJ(W]M]VDCN-5YF!NX""`U+5<6%=ZB6.X&X$GG M49%`'OF);O"O%QP;]K%FQQ:$8TAK#SUWQVED;7_=H<@L*@MU^\6,G^@R3%-E M$L@[1L']!M/`53`TN+L]%I/;$J(-R%2/BP=4(<-5*`]1*_RHD9@H MA$QEX@RN+XF`(R=Z<6GF/8I9L`A^W,"ZH`-`]/-HNWK\M*$1/MX?ESJQ,TK" M=-$2IY?`21EZ"VELK][.AWF<(%!06>+\'JM&@M[7$*#@U6:;)E#6`HT>-\&] M,0EX&6!&A4C,2-D,RL]I6NJO@.5!DOT7`#=F'IVA?`U'-FF&,-DF<9&':;!* M^6F27T0N-T9\]6&=B*%FI`'F4A"<&I."X9^"3!T&OG_VS/*B.?IVAS7*8&G/$*W5]@*XLB<7?^YPS/LA!XQ\IPT$NF M:X4_7(H61V@R%-I"Z2S''GJ[+'GI(HL7++*6!=]E2!P"]/Z/(5\E:^##+(4K M$*.[OG'3!'U:]O/FN,33"/:C%?93VON/?G*J@)3ZT'_YTDR,1KAAT.\@VQ]< M5S7`9T3#5XS4N=?STK!BV28Y@%NX+4I75_,":F8&P8?]O@$6H'[J;?<=1J0E M4":S2/.Y-(^%$_W8`;8RJ$#[!LFATF59WF.5P=-CIHFQ=N''=F=UF.U@N\D! M.6M)/\#4GDY#_WLCBRT!$;)@5D3%BM_XLI(G@O')0;5^!1Q1$?/*@Z9M@>I` M_%N+7E93SZ"&R2Q/RXLLK9=#2$$XS4-UA$)`]OPT/YY?;W(FB($:I[[Z+!4F M@6N39?F+NN7)%S!S%OB(A#,+U),E`@L<94;9>^Z`^TG31#UBM$"?U,,&*TS/ M77('U7WL@>]8(%@ZSK;CG2)`=MR*XZ[;H%<'$<<.5^/1#NY(?!SHC!NV%(,G MB,J)QVP'G+,H*0_3YY]=C>3A6L/Z0,ASV[4YMEO1$5UDDE)!SV%`[IX@\P9> M1[8P3R1"Y6-1TY79SQT\,E)$#PC,WZ$8A)8&G$>*4F4I:OHRBL*5.:LLE84 MCI0]5+#]4.>A5`P\TM!_!:[2TC[Q&KN>!QODQ`6'<#\PQ,%+[S_^#"H2/KP) MA@,<'^.9>VU(,X1>B\6W(!)4QL:_Y-[9[C/[J._X%0;!8SXMC[)^'A19P`^^ M(I#.(^J$V`O,8'D_-(>F@_OY"$+9D#@AFG2Y8L8;D*9LP&'HYQ-L!]Z.KFJJ MYF2!#@.Q76Y6&E%JO&5_LB0O#>@"^[.M*0Z>KJE>?(" M6Q(6H%V"K4=&T,DV!-(:`9/+Z^M,2&:D72`,MM`0;\!;B=\GV0_F4$/5[I$W M]<-XKYYY^DJ,NA'J.A[@I0,^9.!J#J*'5U7<.WDMC]*P&WAP5I`^ZMFI^03I M_UJXR`3/C2=XRJWT/'GUO6@Z\,"56J^.KA5K8QDSSP_KXWFWK=Y@\84:2/JK M[42I"--R'J"'C@T-5#1P5'U5S0/&N)X'GL%21HVCN,;)1%]+!D)BJMY;P,1P MWE`A6);##3X<%>:F$LU'FZLCXAI987@Q]H9@B/U++BVUY-*_]<,"C%4FI6S$ MF7$8>>[E,K@,ZK?9YUQ)3K(+N0-O0\/N)?X%!$P_`N)?^'C7]"1-"/@:OUM MIK>2I_NY$^M`]:O,E/<0&L5UQ[*$6B3XF@&9?EKINE:S#K86;A1'I>0^#%-, M5P6_3_RAJX(-U?43-9S"4DQSX!0("D@@X?Q]6U7](#*Z`R\\TY/J?A,AXE@* MG16%50R)F*M`[*V0Z9I%!TFROBR).9;UX^H3*7:P=9#`^74!N9 M`7EX@Q"`IQ38`$U?/#'KF`"(G/$Y3"RZS>SE\CH3ZDG;$\_[(`>"D$A=CWHM MX"9^BR[/T'O5B4%K0Y0AV4$QFY$GM&?GG4@T4 M6D>IG3EOTU7M7(-C+%2T?ARWM4.QP`O27&@JEJVYA;(+K*P9X2"`BC1'RL>? MW85?:^;75%7A")5KD,>!^X'E4Z4V`1[W0CY0R'WE*#([#8DV4(B(T MPG4&EB.CPX&_MN,O33\<97#DC/#.SWY>+9K\HNFJRSMJZ6S`*HT^X#YXHO&* M+AL>KBT\75MT?CT28>`>T`9/!%3K!P$!TK#J3VF6;?*2:OMKS2."Y\/BF'6* M6"#C\^G[&2^TI@L--T%''IQ,*`T3RL032L[J&&QP\3NDPI"4H$1\EF2BZ;:# M_7@,(QU':VK%"T2`(VDBG1*&9M*;R&,C#ZXW6.XIRP;+')679C6"M\@-"$%9 MV,HP+SH<>=E(['YPHEE,%'NA+&Z\\2(5^C);7WO45Z@TD6S%B0<<[[A$<-DO M?$D0@LX/*>?K1`_NE(J#%E(4+Q;^C_"JZ7$4!Z+W_14<9J1$RD3!&&B.H]4> M=J4];?\!)W$F:!!$?"33_WY??1A,NEMSZ`83NUPNOWKURC`P*-7.,N==N0%! MDZ9D0D6?E1Y,1*AZZ6E6J@B0,VGL&?>K6.D/#S0_O889QO7XPVD:!GGMP"5. M`]BI2HCNEY4^2WB2OEG)3"O/UZL:VRY5[%MP_!TWY#,W:(0)V?FFDP?SS%G> MZRVU'3I(GN;Q;ZA.,M0?!P'J6(^33D.Q1JM7WV7H>TJFW^H4=3%-0\WZ/E>E MJ%_UN-#W7U=#Z6=[\@I28)8KU$L1!JD!4Z53!=[EH:(A"Z(AFT5#QJ(AN;H[:J[_H;_**B*'8J/S M^?U,BIR&\O&J>PK9:'*D0C8S*-C]YV*LF,Y*H]W/GU>F),+NE__&_1M]2 M]1JXB93V!WU?A9,OC93JC:PH-#W@8],DV@`Y-$#C!/5`>IA`CLIWJ2$R$T0? M%^J"U=P4511E&ZSF&N5>+A/W*.HW1U;@5\Y`>:K0@L9ZV^GQ,Z2^0:OWW$^5 MB[#7I'`WU.I?DE::D\+-8\3!*Z[_DEK+\I,AN4K=%4'(P$4&DA5/(-!'Y0^M M!J3)7._GFI!T=]^C0_J]WC>*S4.XUO\(Z@69Y#PIQ$>J@6=_9X9%4MR8(XN- M='+%)B19-'L6.GQ;^;XL31YAH)SW56W'\F?'M_V1S@'8DJ/W;?+H^I\$BV#W MY250+]].6@3#5AM?XA^JJZT\!E&L8S_)^$297X&/[C*&%`0<4?G)/JBS*F+H M!F:L"J4=RJ1.:C7G@Z*HVEM;I9^JKK2JU+N/%5,7#7I2J)>W#[33,+I15_ER[;M"JY*,B3DD(E7Y!2.E<58,,UY(WD<^/&]])J<;+W[4ID MJ0&=.-9NK/4]:*\X#G M[`GB.06_2*5>\_/U2C_6PZ?KDGK@XV%_O`[3XO2)U:J5&&:D=-O(S0?$\,B< M&,^A*L;*V9)NWE)BZP'D(ZLS^=2%<>3+2I]I`IHL5+M_IA87@#'.68;6BTJ& M,BB1)Q,9F(^R#TV=03'@_"ZCW+-!E:1*5=+Q02Z\7KFWD"T-<0MC.Z+>7Y M&[@0]1&2[XT9DWB?M8?='_*J>L^SV%3;/)81K"`<*Z;__&WTRK='G"B3AL2" M%XS-&9KR_`X6YB#03$\(<)?G0\^75H;ZHOO1%<7[[9+ZPFO1>2)DUFCG#".PC+NZ$_A)\]@5<"ID\C&TL8W^1*L'SC=2'$K MI*DM1/6#1.,O>/7UW1T;^L[I!AV#NV1?%P40Z%VH"`;]W34392U5DU/7-%10 M$7#7("@MY]Q`/0>9^V:J?6FA5.(8?"R=@N/9H5#0O%ZE+J/3/!'PSCQ2-6,D M4(8#)=6[._WDMUG;T*$(ITCN"38]7WWH-0F M%6A$+AK4'B?CFO]3"UAN+KK&,?ZBGQF):N`J!KS\TK,*G=<=F\CZ#UV[WI$TR"%EP2-/:>;^9=E,E2'?J+MY((LCQQ?.KCU-6(D;7=3_ M]/(S\32_4'%\6J.^)&^RV!RZ;L[PWFY51F>[Y78ZFOGTQ>4;R?I=TW#J" M$LW7I8=\`AI;\#B"?Y>)8VD,'#!0DQ832` MM@>Q`)#MDL=5&EA9Y4.?^F**"%G&S%X$9"U!*"0(!?M1\6$*#D+%08`>W.84 MQ2]E9>8@E)#G7[$[N6NY&<6D:L,^\UOO5U9EHY:4"D3;>>E(V=$G6C+IG)=` MV33RJ0=Y()%J?FE_:`OTU^L?_P\`$X/'$PH-"F5N9'-T'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@,"!2/CX^/@UE;F1O8FH--#@@ M,"!O8FH\/"],96YG=&@@-#,T-R]&:6QT97(O1FQA=&5$96-O9&4^/G-T(@D;,TJ1, MD#.9_/KT"Q2E&3O>+7N$!X%&H_OK[@]O_GFGU;V[>;>]>;/=QDJK[>%&1V$4 MJPC^<2^N"I6485RJ[:>;-[F/AEX1P_\BS$O<](FW)UZ0 M9D$?#H?-.].:KK:;NZ.UHWH[#*:[MY]L-SHE!WSA;GB`SL(R]^)1*(DOX@3% M_R?8'JVZ[3^M=!QFP6FUT6$5F.YIE88Z4$?C5->K'G38F7:5P!)2Q*$B-%2. MVV&JN3,-=J]6>7!H:-C!^F;UZ_;[FS@)T[32H)NW62ZZY%G)NG3WRLCE5CH) M["H.DZ`;5VG@_@X_ZM@_V@<[K-74[>V@\,,1-4X#2P/>,-!F!UHK\8U,YU3=3^U>[:S:6[0XNAZ<9]3]9,`+H[6P MHAL'4X]K]7ALZB-!&ZB&J<&^WEJ$)!C MSRKK-,SRLEH81D"HLUQ!ZE/95$LGI-XP4O#BA2TX=C0$!L]=W;<2`SJ.08U MQZ`.'.:3.`B5XN.W?WM6`;Z:S_,T#8LYWM:3Y]0_;. MDSBLTCE[B]ET5%2+[`UP+X(>%<\9124G\EP2.61.3,8E7$XCPDZ#=5`\:*JE M7UZUANC7+)6;MK]9FO^=K7AA!:@&3!#S<>;B_VB M)>HBGU>(QD1QN2/NE]GEK&B03 M0&1ALYMM.#ZOK86 M)R32NGZ\2F91F!=1<9W,YI)(#&5.9CDI7I%/O5P7@',KIR0Z&M_-)4%Q4/V"M`B,M MYO>R7Y0#:/,\RP_\O$61E%L9SY,X)3^CA'23U\4F]Z[N] M(Z3?V9J8TP]V'#$-@I=O80P%YS)'1.28+"&_G/5YBZN>Y0](ZJ!(`NPGIAU,.C,'HC@#=Y1+=VN^7PC$TH.P! MO(]*0M4D&I,%D-[0A`+I/*RRDFE>F>77D(ZC2B+EL1_^"\9GH`&>+G%H.V,H\4%72]K8+1%Y?X'(&;U8AR/"H+0?GL7'3L*)$8O2 M/0?/(6]?+08H#9S@"=;#Y7%HF,L-$)W?I*?B'N9:[3FTM\`U^?&`KSSA;+JZ MG?;X.`"S(+"@,74]3#*%S*%SEL.A!W<.JFW,KFF;L4'TM5C1"5B0$&*= M/^=Q<)Y0(:O:OKO?0#2A&]D.Y#W@O:UQCE\EB)8LJCS-/#2,0*]8C74:M[M5 MA*\=U$U`E85%`?3E.D_Z]%LFPHD:8J-4BK(`@0/.`X>75!NY>;O?\ZJ1?KG? M=^1R3D\5E>@,7$UF<]00/"MZTL1!=[G7VWEY.,W\U/-"WD53"0O=]0^6H50Q M,C+)RU*\,W_@B4>^#\B+@8<(MB)Z;,C:!V[L"M^";I3//)0E(X4P4.3>B\=TQY*)J)X7'9?2 MAOD0YY<;F:CG?3MNB.!BAPGNXE8.N7$>?+6JI5+5I)@0$\TB?-!=UK/Y%0![ M`5=65<";_VU;,X)_/YH!`_>O.6Y:EE[R_U)@TP*+RY(:8QT\'"!AP/E04(>' MIOZF\W/@SV>.G0AT\DA?4Q\H"_#,AP\^FQ:,Q"+PBWL>4LP4'#.% MQ$P2K-$+$'ZWYSQ<,'$"AL/B^A.FP.]#,.3IA!&/R5^*:E3H,9C`N"N)T*MS_3[S MCU,=^\>*)0@6P=@P,#9(+7@*'HN2T2( M;ZLN$;^$$C^/.%7:U920Q(N0,A9 M8#)374F^Q!_!^![(6.P[`0')0X]K\#B\3AZ:O<7JBR037BEK#[**7U(7U59G MGEN8H3XV(R`=O!,:)5_L"DG]P`[Z2PC0'"[97H[]B,LAT[=%)Q:7Q"B*GGK(>FL&-9TJ1E$G\Q:=7 M$<\&!6'J\P095MX*A\;5H#U2>/5H![K0*[T&;TBBUP7(KN(7"%/N405[D,;_ MU$,QQSN2'&!M2";WD`$@K3?`U<=>)*9AFB8O.3XO]-GQ7P72V19B`6"=2?R, M3#Y_?%X17GG8#4XX[\7GV5;\#/0&8RI;^V%Y-SY8)8X;_EE=9'?9LJL!8CV\\0,[^09KI!;=3"[@3_]R7G5]#9NQ-![ M?X4.`:H`B9&11U_'(FC1%@7:0V\]*98<&Q`D0[*2W7]?DH^41K9W-[L7>[[$ MXE9Q_J4:=C;YL0_N0J"M]'$K/CF7Z0V3S"@A21LX!/TL%5VAB M[D"G4PV2[5XCHTT=P+S`$28:96#KDP8G-J+:#L-O9H@XO,=0&[`X;<"`A=C. MI3!+N$:@8)@+%7/[,J?4]]0K[.\.S1Z$2;:\%)K$DZUT!#53N3[\,69B7<]: M.OP$7PB&2&L&2^D=>#G%NY8)SO0.[2'ACR;&&2AP\\DF)?0*;M[`*[4J2U)E M*Z],FW/5,(W<[&7X$8'C)6S(?BWA,C3[:7CA8;ZX-#[0N,2-EZB9K2WX9(Y< M:1T#O'L/U/$`)2^0Y!F0YHD%CGP`1AY0Y&-@.+O'B$0@#+`M-V7FP]@K+P3X M?UP\$,$._:>CJ#D^`?UQG/.;\E`C[5;:+/GH.>_RC%E"-KQSN>?.HA=Y(:R] M00DVX<<;P@9O,M`\#,/L>^3\EN[6SRI\*>#`NO'?)V)S5@317TTU?D36;ZF5 M)6QPOB4D:ZD\#LE'!ZA(&YS09HC<4EU%=+7K,:2KSO=*YG[6@1Y@ZP5+%WO4,368J>2CQA>-/5Q]_1PZ:@?4Y<("\[?$ M]+,+(3);FCFG=\:!VB&.);O0I!M$^+1 M_:G,BI[I:,U`%$8`/,(@ZVK1746L?WW-\2H"W0".=[OD"C^3!;9\!E?Q'66H M<`M<<*87[..?[W-Z@5&*22:K`E>:Q8\'T0N\8-+5YW`A#R#Q[FUUIR:&V;Z*YDQ%IQQHMG6NU$3N11S*HQ_EEV0BVCO#B>C_1P]32P3&=-L>^GX7P`$9#?0@&,_HKW M[T>:I&B>2[PD*/'F_/#E5G>(U+%YJY=&]0P_3()WYWU)^$K1M%T_Q[73DN&B MC5GB$3:P:DDH:%MBI;8?:A#DH3KK;6RS39JX+^DC]V0Z^>MOT.SWMWDN^F5Z MG48E5"C;K2"<4X1SBG"ZIA^J5^K`2*@ZH*\#&=,&DSJ#C@J:\3**1$Z:PZ(I M(6X(F2E")KF(EI$#BJ*K:UDB31^.N_/_T_`.J:>NT*#0IE;F1S=')E86T-96YD M;V)J#30Y(#`@;V)J/#PO0V]N=&5N=',@-3$@,"!2+U1Y<&4O4&%G92]087)E M;G0@,3,Y(#`@4B]2;W1A=&4@,"]-961I84)O>%LP(#`@-C$R(#%LP(#`@-C$R(#'1'4W1A=&4\/"]'4S$@,34U(#`@4CX^/CX-96YD;V)J#34Q(#`@;V)J/#PO M3&5N9W1H(#4P.3`O1FEL=&5R+T9L871E1&5C;V1E/CYS=')E86T-"DB)K%=- MC]LX$KWWK^`A@\@+MR+J6\?9GD4RP>PD0'P;[(&6:%L+1])05.QJ&H`W23#PN^FN8`?<'TP+ M$QKN5PC>=%P7Z3#<1%>)T$FMV>H(EDK`(U-=/#Q_5KQVW'OEA M-U$P3K!Z)`WY/&W`/AS.028[9=1O%W[?\^-*VWP_@F/C9.2;,RL#:CK).NI! M+,E:`[?\\*N2S\/-+[A\VXCOK8Q3OYCSV8Q;M;//8@%WL%6;#`Y3G/`NM&>U MR0/O@IFP=99U:C.U_6HXFW@R([_4?N2X@8,%V'A7Z/QW_V"(9'+:>5;Q:5OC MSG2Q5\*":JG1X1UF#,B*(9`)(.%+O,%UOT^`%*TCZ]F&/`H[G.XHX:> MGXPCFRG@`@S)".,LV]1)F!0Z6=CTAY-5/1$I0QO.T&8Z:;1MBP3@B*\OSJ;&V;MCL"-JT: MI][9]YLBC&%3<.4C;P76+"#HYZU$Z;R:4,'%V2U9>.AA20UN`W+C$$_KJB!2 MK;.-G`LXKA-OS-M)8K;3=E,/L74F-D&T6D?V4OB"$.W$2+0T@AXE8BG.Y7#- MT5E+%(`,O".D)2%19DNTYS'=IH( MMCDW%3Z-2J83V+LZ'A4R+"%RRXJ.DS>LG;'[!UI$O!&'(MDC``%%ET M`N$P@JA#PL/CJ7LAV/I(SS12*_;<-G+=#; M3"EP$9*P,I;2<"_C+=O$<9&].I-LKB3^"%@+$-[V%DC,BF!B93!2%A>9A"([ M%MU>!2M=97@$]PF"0)VX_IF[9(XA"TMK*ZGV+HWQ6A5RZ0NA)N++B9A:?X8P M6:FU\7_)-2\>\0RXD(+6_8KA8RWX_7F57C'L[C$3.DY\&6EL6$*Z!^X$/0P; M:]=36,:#J]+FY(P[X_8G^7[A!TG>7"J'+.A6MKY9]\@=;0U06CMCW5;=C$,) MMW0*!3TJ+O$%L5=*7J=#-C5L=[IB7'&?W\3-(LM_-:Q,B$'IM+P69%825>-: ML.<>RH6D46*:!(L:$EW`I9U4:`T0!;#ZR'67K_&`!G^BP$_"Z"="/'R4*@Y? MN?K#`M%7;",AJO9XWO\/T`4:`0+7T@Z M+X$J1"Z.O@Q>(G+&JW!!C&R#!S*3ZV!KV#>0=TO_C^A#$D"VPQ8&6P&)))HE MCP\'HH0Y)I:Z%&2WE"6_(82`AF\IX$V23[?JX>1:3OZ?C*]YDC*)WY#0B2=) MAU.DKMG;VG@UK6JMK?1MZ%PH7\KEK>8[G'TSCXO0Y3J)?P" M?U^ZF21R'V,'?Y1E7B9O),THDZ2)80&73OC3I"A1X_;%)?5\%/D6^QG*-)]";3K-7%3O=,SR%>^Z]3H;Q/>LWYQ%I"MSX'#7P-A5_KH$80J#JR.5@M)].KG^8WUO;00".[;%K#VT-A!`JA@HA-"N+UT%\2R0? M=KM2@;L'!%95>F#!6Q&KM(QF/,T^4-@&WR[[WC5MA^)+_=Y/*"/87#R;6^$4 MS>5EB'E*+(H$CT3Y_SPJJ5/QMG70<8G:"FYA&6O<>=''PT!/<;.3GG;@% M:;^_N%77G.?!@IN5:.D3?$E*5&]?VL'X*9B?\T`<';C%_)P"/QPN+\J7@ M\J7P_(:F'KZ`1Z".9`"HQ2M#..=:)%HPOP,)X2N1)E9$1JH_" M1.OT-7#!29\Q^@F@BR6BCOBV(=S/9XP,2"'`&,3R+`?[[A%"O-V?9[[-@=MA MNR\55SI#4_,J(V.346&F!5@:U?72AD2NL%R\=6R1ZOEH2',(ON'CS M'_YK+K+*=33Q]UORN+Q+*]`2..[K MQT!W98LJ>I]E4_59CSJ=W\SW59+:Q6CQY;=)/ON++548+?._:]?PH-%"E7M; M%0^%"A(EM9D62A3)G2;%E'N3RS1X]=^[63Y)XQ60A@.4J^C;HSO(O>U:X:*B MOC,EZ%*(,N=1+_(EWHJ;\XZPL&7^",`HR;5TV.1:Q[3KCNZXY\X&[Q)?QZ)_ M>8;+&?$UMYW[S$XLP:W1R%%?X![D9^3R22[#Z/"I8UF!I>!Q:KDDO[,YY)S7 M`%76C@HE;=63E\%]:OOK""%<-\UP!5[;3DV.Z.K`T5F1/5$&1:G[V%_/S''H M,GQ">S2W4WMVLV@%\&U:%8L0GCT+'<.TE[J-Y@9"G#L7/%-8%N5\^.N#+AX# M4Q?[-"KB!]@QYG=+JCZZ3V1[,0C)HFS8OC"J,L&/H"?5^5O)_$W9S\CT377Z MYNR.:!\#Q@1AC*]$F3\E:$%QXL3PLI@V@^%G)9A^*R[0PWM8/K^G7Z=7;U,3 M&^N8(_0%(A$N9"8*,RVHQCQ?;F<5`DF<,Q&GDLD'DJ*-2LV4 M8V*DOMJH($;0X\\G&HP9[>B&S1U$#4UX7BOC-BI%Z&5ROX$;D%-RL$!QY]XD M1",'[C8\+*4IY#VR8(K;!PR5<1)_'QS10T@XP$56HFPS(H!Y6GZ M:R?/&#DPZ,J-4!M?O\FCUO\ MT=TK!(K140=W33V>#%3B\$XSXJXO]S9)8B\S9_XDCN_`3"-KGG8:M3-]"\:9 MS9[@Q8<2VP82U)E,WH!@GE!B_OAW-!*(FTK28D)>KH/GZR)+GPW].-?9?>E' M$IZT5=3DM`N;_L@^CA<.Q*J*2J:ZW3]1/S8)BL)/Q=^N4L=A7>1OVZ+0?85T MWWQGT7T%=Y]T5<%=-"7>RFFH/HWX+9_L(;5;ZLDH+W2\'EL!/BD\?!CVW)W=0,+W+TS2G0/@WMX@ M*HQ'0!GGR2/%1\2J7@)@1C>`_,B#6S2)*-8#P?:]`QR"B(087$3S>B*WRB!- MC>0837T`U;W&5R/XRISQUK*T\UJ3A+6U$/MKW1)[BV43CZWQ2G,(_F@B)_6M M,S+*TFJ>D:%)B4($_J0LN`%0@1'BH-M]Y MAE&5/=;0:[4TUMY_R2-N>&R$#%WP2BH"BP__?=W1?&?I&4,:/>2!#QW<\=J@ M5`=W[F]F%5%&(D"35-D3Q9?J7O;==MZ)&UYD\<@5M&P\N8(I57"5X8^=<2VR M&@QXV6W]D-,5UP7PI>4F8)K&]U#SX.U.H$]U-,B?-@M?&2BQAE!(-I]Y4S<, M/-:`0/#9O0.]%.4;4.C9'1-7Z7T6L8N!SJR['.W>7N1B+X+$I$7"5I:R%M\9+JE3Q/EY`.?5)ID3B32C*!*C+HAC-?:?F7U&V\ M8=?XCVOG3+&E$95M"9`+=/L#M*[.RN:>WF9O.Y4E%&>L9PQ%2/UB,8.M;I<[A9WQY.F]!TF=.F;IJEE'+`(NJ^&EIX^`N`7LP/B3HV!Y@ M-<=I:#\Z;0QI)+L:CS;U&M/3$WB'NX;[_@6F+IG[9RO#J"3&MLCK/+67,PWV MPQ>-7TH[/0IDFQ:+&>'.4,.?(*^N3/H'QWPG/3])[NP_/6%53URKS4M57#J^ MZ\MEZ&6D@)*IPBGP=OYB7LI];/2R#.:M2C1)NEBH>E)"%ZP,?A]5`=YD?TDZ MB[)B_B-V\I(C1W:/\]CFL4J.5A4UQ#19C5RM!A\_]-W8CA/6`W=!U=&:JCN2 M?9J`Z;XV=DM?4O$_R&QA6298K(F+ZWC4=A/Q:LO(KL65D-_3[[]7H9YU%>"]![,T3K'M\$GPB5\L:J<4MURFC@ZYCO2]S)L?`&R*GXF M&HM8$\:V%99Y@`_,`^!N`@?%F9/VE=(:#[,JO5O`2[9"LY_:WZ6J7=]!>IT> M[6[`A"VS1ZL8QJ$W(9^%LP M(#`@-C$R(#%LP(#`@-C$R(#'1'4W1A=&4\/"]'4S$@,34U M(#`@4CX^/CX-96YD;V)J#34T(#`@;V)J/#PO3&5N9W1H(#0Q.#@O1FEL=&5R M+T9L871E1&5C;V1E/CYS=')E86T-"DB)E%?;CMRX$7V?KR`6!E8=S,BB[GKT M>K/)&G!@Q).'P,@#6V)/*VY+O90T[X/-SH*HUA%\(]'<56HI`SC4MU_N7G]=LA5/=!RI(:Z MNXG4?8U_+C>!VMW_]^8N"HLHSQ7\1E&N[G^]P8%.:1N,(DU[/Y@'JW1%)V(= M%FF9J;P,RZJ,YS,YG]%YD>.93\']T:K:./>T2\,\:'=IT#VH1W."P;2[TV$: M6-4?U`CSHY]W/4[M<*LZBZ-G&Z;.?-GI).CY@\-%%/T_VZA='C0X'NI^ZG#A M%C\9D@.#-]/#-/A)7-!B'$4)#2YFH,WGL^N_HA"ZQ>SB,`E()1JA[OPV[V[5Y=B>K#*C>F^>5':K M0)'T5K6C0D5$"SEB=E%8!:,]/:E795BHE:20[H_S,$O3"ISLO>&OCU*^7NWB M"J3,/W=@C\-HG1K!2[9KR-`P'(^M:]0?DW&X"!\/[5";D^A'E]WYV[9O+N:H M*?G2T4=`RYZ?K+\&G1B'.H";T7$H5B<<3_,;4$H]2X8H'*9][YJV,R.<@4B1 M,/$R&]`4(Q0$Y56:+P1Y:U!@HV(8'^`#,*%JNW9LS0F,N[?JE0Y+MF_F[>O? M7(19!5FU?/,FE^[_PK?Y1-!I<4V$MQ`_%49M'%)LQ<&9QZ9[VB484$=T_(.S M\+9QE_BMRMG!ND>+\38<# M98L0\7I&A>@Y2:JJ0^\4)=(PF:ZVE(&2<.ML//:8$8UUP[-$%6=AUIMK`C5S MAGN[BEJ;6)H1*!X2[X+%A&<"<[L0QW9K#K8W=\Q?P6YY1I-,/ MNR`!>_2\E>*O1"=0BG7X\C3X>5?`YD&D@@4Q\\"";!EXO7@U!XBS';>H0U9>:2E"U_4JY[G1T@]\.)Y!(O)$UA6S[+4>WH>^BB&O6X(U0<`(8A(LKO] M:ETM@JRW^D*1_LP?>`L<>'"FXT\LLME*I9XPJPC@K%DD4DS='C5Q[&O/ZL/)^.Q1*=A MI?,9Z.(\S6:,SA,PR.^=,G4-V4,NN[3CDSM2'!T0=_$`08L.@20>J3),N`< MR]C-)>=8SCE62H[%@6H,'V*)C7HW=5854EP`#[(DOE:R(A;%N`"]O5Y7!*ZE MC&9%_@YUQL]%/\Z^&5)]\A>!.M&,MY.6?L+;9+=<8WG)71&+--Q6/U^M="EP MREG#"3-0$$">0$F!W.N5P=#M)KH\!JM3*(NC=8Z@7+(-[I8!'>E$TAJ8`Y4O MVP$X60KHG[`6CHY$5&&>0_E92(AG"5X]@C4/!^;1M"?,D)^481'`)S=EM/(B M8LDJXFN`#C58V#80WE#6Z,^'R2'@^.A+\C#-"[TTV=W*9I4/OQ$\A-!+!`7, M01/+,^O`6J`4.!CGLO.`/WI]`(R#4_/`4TZ(B!*"OT#QOPI_*Y)DSUEDR-8G M8`@\:OBGW6%JU4A"1-?%M:VX9>(O@U00`'TSR#4BS>"2#O8\.^VX?MG#0;:Y M$>-$;CBU`]"/SKUQJ@"JB]:1K& M[C6.2^7R,0*8U8?-173PFDE,7L:8]RR)VH,[DN81X.O'O`RW@?U]:TKFP M`(7H!RXIS.PA83P)\U=]AX1!9U3.G5%5^LX(1D#$`;K#C#JC*W;[R`8!O_3& M$1'V2#YXD=]HME`D(#8V/%^6M%N7W@0^$-L'2,[J(I$^Q&)G!$R,8!@'6*&A M<2*8+ZGNYE1W*VI*H.+Z$[S1`9BV-.\0'G7`BSU/U!Y!O@H(DJE3PS5@_[SK MR+MFZA*_V$C,52G/1>D?*"NWF$_P+-XJ!8DJ`@`&%YS^C,3JW:I^^;*!J#*O MW&[+&AL7RB"@^\*X6Y+Z`PQS68]*OQ7)LFQG;LNK:W(+QS"3!BP@C142_-`9 MWH3.T0'QHKW<)#86K5 M5FFNXRL=+3ET`.\L0SDQ.?C%K@;?4O.;9IY/8/Z232R&:*S>=-UD^"R%,<2J M78J`^(-?]CA.R%%*$2HHA M<"@NRKR+,MG,KI<(K83\9@!_?-&C?&9S_^9\Y&51\D*CD.3UCX8^`-&?0?T3.0($*.E*._=.#7_1/'RS)4 M4(#6"VI$;>O;(^P:-^$8*MI]EP"$ZZK\'KU9$SH824;]B]O:57K+U#(@2(H/ MS+)6^XRL61#2J)E:"*^0)3XCS9N7VEPK8YK(.X5F^JZ.XVISHV-,>3B*5$$6 M7OX&'OF+7P(D`BK+:.0_>Q*[J(.HXQ:;MC7\`KZ36MPW7#X._/.L:D,./O)2 M8]=UR1>K]S-QTKY*7(O$3!$,K?NJ#;U%WZVJUW0E(*E.XI?J0"7(]:<,Z=G$ M]XRW%KAQXYX(\Z8MN%4\/2`A*Q,>9B`>XKB1;!"3*Q(B,"6 M@95UA=_F5EVPU\!)`ZW6(&->WJ#N>RHGX!)QB'CC:!YEW\,W;C?^MC5P(RT# MGV$)S(,MI&^_='>#==>+8%V*A?./H::#Q,M*`==_@!F'PHQW.N?V M@7_1$)I(2?4R@W&6[S.TA>MIQZ(W_)C7G)*BRVD-"8*!-?2**S=V`2!9-J\% MN(U`J?EP?-_+"GO^JZTG_L!B'KTM^L.!O]00U![CM@S>HR97FBRPN49U/ M&`JH1$?UCT(4B2=$H\R)]M>.=^TA#L_./O*LGX83#9ZHB0LEZ?Q5WRDHT-R6 M=9 MNW;%KMP1&;)99D@N2=GQ?GUZ'B!%2:Y<1(H`!H/!3',)HVKO5TSV=T8;Q=O9+(UD3%G*N6Z@L`:ZPA>$C1NK[Q9"!;S][*!9*K<+ M?JX:"R$%'76+4D.5B9,$5/2DB?QRW9YI68PQ&D&UC]HR`E$K$F2V!DR0B8?> MV6&OA1(?T1VEHOAM5`7#"SAP3LY)Y!)X1.CY4>12H\T>J3\TM"Q!Y7'=:F?6 M:4?6#':LP(BLI.$J(_D652DR@#W.HR(N\U./L9%&^E'DXI<^TF@;C3631;O4 M!_Y$8KR(DJ+0<`AX^6,DA<9C4K(4U,Y6CZQF>U>_TZ;CLQU]8-)H45_+N@GO: M10`]%FW%7$+Y@;OX"Q$.[D#IU:,NT-GC^DJ_((8;KD):OK`UC#U=F7S2D4#_ M[G2#V9'K=F%/?;:Z3O/46['CZ#W53P##M^?%.5>T!4!GUR\M!V.E;V`/'3KX MMI(Z4EOV8L,H=-_Z/-T`?^R-.RT#R05":,.VZ0J-P**3=Z M4$$@7[JVKBC0#"<"?J`*$^519E#<2-$($P?"=-'R#,:$IN\_((%L:5N)!7YAN%>E$"!V2=>R>/O%]?N7EH`0 M?WXZ$9G\F;`;CU_W*G<1IK#A3W^R>&*1W*(==).B.A"WUQ>:Z[&P+5GH5"KS MV1*J@`WI.-F>0F;"8S.##JK__5K5\5I.1SZ]T>Z>'C%U3J+5>:?T;S6%9+?4 M?Q-O MCB9OSU2R>'+W@D[H2FSS-QUY`LLL)FWEGXI*5,!G*G`9HZ[WMEM,ES^(S-G\YNA0$*.Q[W,D*QYE/_-@Q[)`8WCCR@'O/@S5FAZ]RP^D0K)B6I MAY:E<^NS7G!'F6FXH`[LZ)A,J50;>0%_=_*&-M"SJ`EU=)"6$B5!FD];:`@IL]V_@$D`4K4+6-52 M'N?AS&-)'F5E7IZDK[^/?*-<_FVO+2]<8(](!)`"[5^<#("P?*][IM,E",PD M<%(RC@RRET%@U?63L4;\[]D`/]40:6Z;C7_LJLN!H)26D M[LX%X*?;AGZ==ZP6#\0OQ\MT:"^6AGEI9V7:O)N>DNUNO^TE*KU;JJ5B@GO5 MX+26Z\-P?0SR'U%087/S\,-_`P#%[]37"@T*96YD7!E+U!A9V4O4&%R96YT(#$S M.2`P(%(O4F]T871E(#`O365D:6%";WA;,"`P(#8Q,B`W.3)=+T-R;W!";WA; M,"`P(#8Q,B`W.3)=+U)EV6 M594'.P^TQ/%,=BQ-)/GV]^E&-W@;],QXUS5EB\0!NAO@P<'!B[^]UNK]>?73 M=O5BNS5*J^WU2E=E950%?_1D0J-L6YI6;3^L7OQ\]FIWCG"ESKO#JE+;'?[W M>56H]?:_JTU5-I7W"GZKRJOM+RM\T"YV@Z=*Q[Z_=N][9:HXPNBR<6VM?%NV MH34X)H[&X3A(6]OBH#?%]F:]L:4O>K7>^.+Z2&]W=_SP^?9`#^_I)_:Z=.^X MVUJ7+0^]O;O[2*WGRZF[]&=U&4+WU]?][J(X)D=4_-NOH9[BHE*F'7?[L(;5 M:AE6;XM4TOG\=JTZ[KSG6'UWXI;;6-.\ZO,:U_!!D/MI`2=UYGJ[4Z]NKR?E M_SROB(>E$KZJ-"[&216M_[/]!WS%C2ZU;YKAJ]7#QWT#,SU\ZD^7M2U#T>\5 M/4`N7=8%O]W06Z^NN]O8<-I\ZN[BT\=>04$&QZY-:0H><-RKX[7JO]SWAS,- M.;Q7YTLLQU143#420E,IQ]WOZGA_63M8/U<<#^KQ M">N"=NSP=>UPPK$S_CL2]AFF]/&P[T_JKS^^5MK8EX#1LFQ2(=/56;`>MH^C M[0-]@_;8UU0A\G_HP1O,N-(U0<&$M)FO])OBMX]=6N*X3"?U"HK:`V?KJ@WP M.;"QFP[DFU6`V$S>6,;#M<&/BDJI_=E_5VIC&&?B"]=40 M*14=2FWJ9JPZ?A`S;&L;*`Z&::!:6-(KY%8HEC7YTGA;1WT8YT\5Q9B:!`(# M81FSI7-EJ%N=+0*(%ZIF.AE=MQY6[/%J-JXJK6OL,Q1L,,.>%+ZVQ;C+M@N(MYH[@7>-90?#=ZM\_J,,8(_:!`=;/"OEMK"'VP+6< MEXI9[#"3%A@XAUU3-@D&:BS0&I9OL@SSY-;;LAE26]@*H)GTC>FK![#6T@YX+"NB_1! MCPMGZ^6RUV8ZN8?1R2YXHFQ3(OW@+S[H5N-W\#5,*-[M)N M!06NJP96I'A;X!E1%[!<^^XKG'KK&F'KM0?1SJ.X(X`GWL*"5X.>A#$->P<: M[0L#LTG#\:R&["%@6'QJM(.C0^P:CX.4#+:+;>HP*(:.DE&700=.J2A06_P= MQMOB``);!Y#DMKC<'#^>N\.>0MMBJ2M+$];8N*RPRYS#11V.0U)?J"8F_%>? MG(EF9Z+1!T"AT3?XT53H:"KBN7GJ[ZF%@=-Z8T`P+_V>WI>2">>&J:Q?*+B= M6(6_P$HZV\!8VVJT6\OIP1D00`SG1T!#1R`,#FA-8.TJ*,.XJQ`J\#\/CA%M M\4S.'",4(X"84A!;A"MMFDD,+@/VN(8AF3)0N6Q27H@&J8`A7)+55R[X%&YZ M@H!LF*QY^G&_?QG/:Z5>LW/:_;YYUYWAS.[9&-V34SJB0P$3U:O=,2'LJP[G MC@:353H>5,:X0<&*'14X0_)4-'['5@R-P@Q`"AQGAF*O#CV]+T(<9RX.Z42E M$)MB-=L?F)YVH&?:#XIL-+$1*$8FVQ;72#F/==QUS#O8$Y?N"S^1)3_'\![. MR+@SXH-N6CQ"ZM""9+'@8.YQ\>&K=;#+X)Q=;BK=1NFK@2E5&HO#EI8.Q+R& MR63X_J8(`K\K6T]<06$AW=(/1.,P\0,>C-K<#MB%YX)WZPVO);J=!P2LS6C> MS7#ELC3DEW[_<8=?U1\KEHT;K5KT4@0,Q_ELJ[C/G`6/9?(Y%#ZIGJ@FJR\;PO8$4!G/`$?:*5? M&%WH[1J'_6890%);Y[*RC/&O*MN,8P;7:W0]D6'P-LZ/1ZBYLN,!\"SO6]M0 M!O>D]ZU=_)',+\,3]SNTI'?*,]A?QN?^ESL]XG^YA^1_TVP$_\NPX'_'I+_=Q MWH*9MOFS%JR^TM[\:0L&5]OO9\',56C"MXD"&&\]:H++*@+PLG8317!3/2!P MJ@>I97C'%*,<$+R0@]AG4`.WU(((#U+@9D)`,T@ZX&8J$+$D`FXF`6GBTX1I M_U,UO/W=?//3N$1_-]_Y$4P;W\VW?4I(N][-]SQE3%O>S3=\/B7O]CS(6SV" M::>[V3ZGC/5\2=,FSP:%%OA#[L#%"S^DP4]G]*+J1*R(/L4LS",1"[$9KZAA M>(T))KPBFLUI%?L\PBN:@D`LFH'`K`@*U$I3SW*+2A+(12,E=D54HE=*FN<7 M994(ED^;&)9'$\4B*G",LDHDR\9]CF9!U>9):L7H$K$7> MI"Z]]NW4#@Q^I%@X?KQ,F.EE8G&+X,O&YF$'#J`IUX"[TL,RTI4G=MTX8%Z% M9SDZMT8G;U&YX0Z6+F$_=>?;G=JH[@SK=G\\7?I]YCY6.V2+"[@M<>DPEADG M^+9X)US,@!GP=1UXH4:^E]D2^*4G$]:PX]MDI:JUAIL9K'F)#VCJAA8##TTH MG^GO1F^FJP`]DCF#;/H9_HYM96A&6P=F3#_'U8&7\Z.7T[9%"@W9W;?=[QRX M4VAX7!9=`"-M!%ED<"*+0\OP'G,,LLCX7!:YDRB+C.=E,%L>D.5E,6?.R**4E6910DD5&L[*8LN9E48B[\':NC:$% M;\?H4TR+B22F17#&-&Y)[Y1CPC1FWHQIU$EF&D\CSS2>19YI!.:9-DP_QS0N M*<\T'BDPC5"!:4/2+-,XJ\`T(2TS34"9:83FF<99!:;EXSY#R-KVR3LI!Q?8 M1>"47:EE>&^G=]*!;'-RM8_=20F6J-6*=U+"!&*UXIV4JQ%HU(9?F[T.O>GH[H^GCZL\1,4 M73QZ%X;'A;)%OE3X]DV.IVXB:R9EY2U/VSC[!RR/_EZ6Q_QARV.^@^5IOLWR M`-^,?THJX$1K)*6(V%0HN&%XC0E&H8CP0B>HCRP4A`M*P3/(2P6!>:T8IIX3 M"RXIKQ8\4I`+0@6]&))F!8.S"HHAI&7)$%#6#$+SHL%9!=7(QUW:G:;";2W9 M'4*?8EE,)-$L@C.><!9Y>A&8I]Y">%-6\7&3X7SV8@_PZ\_\>E3KJ^*=, MUQ7HDFUAPZ5N1.`6"%)TF"%-"0*2T0UBBMJWD*8DSABMH[O,D*;M*D'F_@[. ME/PHSA1_-V>*?P!G6G\;9\I3;21?2C=Y1C0UD&Y$.$XW?F88I])/^70C\IMT M(XO"Z4;D@72CMYA/-R*<3S?#]>?2C9HTGVYT9R#=B#20;@:EL^E&M0;234"M MIIN`5-.-2.?3C6H-I)OYRF M,*,U+Z",KQ``&=\@@#&2!2"F%Y]%&%L3`%@RT^$.^")A"%ZJ0I/<(``G43"/)W_U64")20%$R&V9(Z9:4?,V0LBM%VGU%D;;,@+8#1=HR1=H218)Z)DE^"9.D M2U.;8]WH7CM+CV+&7Y:NUMFWT:/UCNXZOL@L/=H4Z^([Z%'\H^A1\MWT*/D! M]*CX-GJ49MIXOI1G`/QD$THT(AQG&C\SC#/IOGRJ$?E-KI%%X5PC\D"NT5O, MYQH1SN>:X?ISN49-FL\UNC.0:T0:R#6#TME-$+2)-K!)`F MMP@@C84!I/GKSR)-3`H@37:&D,;2$-*\TGFDB=80TN;5>J3-2SW26!I`FF@- M(6WVW#^3R.#E5_L\.3T$+Q9.X*4SPYAUC."E<)O"BQ>]`"^6A^`EMPC`BX4! M>/GKS\)+3`K`2W:&X,72$+R\TGEXB=80O.;5>GC-2SV\6!J`EV@-P6OVW#G2 MA/`F"2V;,J8K3V'>,>4V2(.P+L[)6Y[9Y$Q2/D5VGM1LT57AUW;8$`L56B49 M+B!E?H'P[Z)?JGT-7H4(1VZ!:T2F6U#IMSSXXEISLH_.W#M7F?IX;)V(S?TS MZ%D2&6L>[9FG0-YB8F>RH.3_8&\JE?^UK'FRU=ZMS`+6K/+(?W]WSORSENUJ M2V86V'2D_U-)2U/=^$R:>(N)'$K;^CPRXC`QS!UHY3L153"D'-U7M@G3`7-" M\.E!QQNP++`DH;/I$*Q_1[]WMG-P']9$KNK:E9GAI@A&"A3MDAMVR2=OF+_M MUD7F2:"PUC!AI>.VL2>K%%NQ:!733@GM$J]PB]CBE[B^$#<54=N:BVM*F3JT M=\;9II)A]<`RTYYLXXP5LH[7'7DQD77Z)0?VV M%>$^J$H7`!/F4LMY<.;H7+M(5*G\)^RET:OF/,J4>SF>F7AOO:-)O,#6[?NF M[$I`G_U0=>6A//<4BNVJ0!I")'RHMG[O)A?7=^4C`9O=KY]W=6.ZDS-P3-/A MSJXZ`(/O[;/)[]!]K+,[%K.-2-$[I+*1AMV@(1,-[GAT^PYOD7>195T)OY/K MR;W>L\"X.)?/72;%:D/]RNCV#!U_>?R4XY]L:RH.`B[`@=E&#Y5\C_+9VTKE MKJK[AY.1$0,,CX?SA84Y;*@LA'7RZR2+G-DS2G!8+U^$&&](%HF:NM+7A!TH M5>G$]IN$>>V)4$/\:TDUXU)=+:Y-8:Q7WA3:F/Z")VP2*-OL"+#R>6\K^^#^ M``Y_;LW?RG;?MRWYV58'\Z;RP8IWZ14.FUP[*'M^;LN60O2NY`QCSW(3;(CS M9!3=U-N2JOO?UM6A[+RBWUS;G[MVZ+S04PJCVU&7FR5P)14[W=@)-[Y;HI;R/#O868J\J;0@27'H[_D_:"M96 M9C42U1ZZ'%'DS)XVH!!&S9Z/_T MU;[C21'!)'F@X$5QGA=?.5VUQ*ERCB>IM5*(3[YN+V]F'.EZI80?7ZS?K7(8 M7>[Y325C/M;**RK.+UL-(UK:\$\*7`(V$L`3M#82`;;W1H/E<#;SU>7)^LD@';$]8XM])_ M0G@6L0-IJ.C$+\N",_\F!_*<[J&W(0R'Q^1`>%F/.$_.!290\'0#GNKR'W]E M^1OU%_WFNZ3B+SZ/B@'KI?NC8%M?)=_T#[W:8I*"O9)J5?CXE[EDL1V2Q6[K MDP5^(5DD6;;:[K)'S/))D%;MLZH>OPQ5#R?]EX\F=7W6C6C'B(V'P+VZ$.>AHRX:Q[JZ20UT&TRY-_46$$]+:C?EB-SX4+NT&#S[)$LJ%TSV":)3(/!V5P>2:SO21??A\'O(E_%7S,\+PCNM(C;=' MWY+74+BDOGQT586H.2?+*#)QLC/C91_=%]M^6JR,^7!D8_G%X!7R^U/TJGU! M^&X4OHWS49+GRK"X,[N-M!0:V%F0^TX*R>2I`N+O)^`]^9;F+9O0LEIBWRFV7'L)^M?;8W^\3)]@?HHZ*P8**6>:6K. M;)S@'9])-,WF17;-LUGB*VLCU$-(QS-S+H97BYJ"KM99T(O#G2%0EA/FX0F* MLY^17-`GR?".WD)*S*)O.&K'_CS2L!Q2*-MS`\+U\-;CU/>B<*9T6Z($"(P% M@7N+H6M*NVR[Y[/X05S0FJ>R.QDK5T?VWHU94#RTB]R-1N?S\KGNE^@(E\ZB M*;UP*R"I+X8NJJH4SV*KIRQO3&4R%9%)76.E\T&S-)A'@.06!>$HDOR5%C!< M_.,<>6I4O-=,YZ+?W/YLP>F/Y9Z;F-=9`*CL*DN&8[2K2':9^OQ?BV4A:8[+ M(#WVR^6,X^_/R#T`%D@0,%S6RN3A[Y,%6.Z=J^BY-&J11UZ1;?.1_S71)-M" M6\UCZ2OCM+BUI_KI:[#+1$-IK;;[\3MZ](L<@*(2>B\'S0]X7>/E50^-`QS9 MR%%H),@[#7*^4=_`-F*R%_DXJ1W&+I\;'$S,,4>[+\]E9SN46CRH-8[1%8BN3CA_L-?\ M()\C?1)OF]B`3"5#W:L&VL;J34C;L^ET%2?1X?(8O)W?KHJ??VXG%&"MC62\ M]6'8]TT#,F+*ZLA$G?H.1C^<$F]S8O;Z!:%MNQHXO1*X&-%.UR-(KHOA_$S/ M/]=48LH*,:,4UO7T"BHN.NW_![08+`G6@_2P0-[4H!TR#BF<+2)4([;,"BUIS0XRZ'%2P)<,+.W`Q MGY=7"BR3TC+!?24@*Q%7!E+U!A9V4O4&%R96YT(#$T,"`P(%(O4F]T871E(#`O365D:6%";WA; M,"`P(#8Q,B`W.3)=+T-R;W!";WA;,"`P(#8Q,B`W.3)=+U)ERFLH"34(28S6I$)3:^N3\1>X+%,7NB5,S+>)Y<7$?YQY\^/-3 MK/;NX8_;AP_;K5:QVNX>XBB,M(K@'[=T5:BD#'6IMB\/'SZY7-6.IB/EZNXA M4ML:?UX?`K7:_NMA$X5%E.<*OE&4J^V?'K`1I[0,6E%,:[^8O54ZQAUP=#D= M797^:&@5&OX785[BIA?>KKV@6).@)_-B-T]C/UCU9([6*1'YC=N@R#C#EAX@)U) M"O+EIE&&\KX&C1FMJON751R'57!:;728!68P8WNQZF2'MF^<.@W6V6ZTS5JQ MM(4!TB@)R[G"-V./>,_E[=(H#\O\[H9PKXKO!:I_8GU2U"<)3'?]?I6#6DXY M(Q-V!?X+-HX,ZMB@J-DF2<(TKK3:Q&%<9C?'9MX?.9]2F^,J@1O79_Z:E0XU M:(OMEG[[3L%A&EK6N#-80/'L806RL\"JP7YKZ\4O`0/N^D'$F*ZVJM\IHVH[ MC+.MO*GC36H_].<3KH,C9=5Y,!TW7:A6>8!_3R=;\\8=?_R-^/>Z2D'86G3N M13;$RG&FYVX%X5_*6A0*RN+G3J&:=YS=9!:R=$0FSHMBBJA2(C2---NXA:6; M/!@/K:,&W6Q-S>/87B$OT-_WA_($G#/ MA.(@"3H`&^I:[N)"MI;%?2B29RX4C"F'(D^X%3G8G$Y#;^J#P@W6-&R]E'/A M=G^O<)J*\2A.4HP3';#II0.>L+N=K7F^I=\+3@#`T!'#IK_882,=AA+-J:L! M2'B'@W3%T'%KU5D>8H$'$C5(\GI%9P;>+-"T8(4Q8L:6P`!5V0W&M^$DL$,G MX&A_,_4(^`6_;4U!A8L,+;I"K"CGA;1'T'[LV6!Q6*9I,C/8HBY\#-5D^Z$L,$O/SS]X^?MD_K\H_K\Y8=?/FY_^ORW M)_6FQ"WK49Z`T=(%O"N!]V4]S.,RC/);/8PG'2CB@K]+M@,`@.W^:JXJ6RL- MLVLTT,D,,#KV=\!P6UK0TN3W2V@.=4:G4PF5/(T3+46`*W';U0-`/`C_#F": MHA^BX=CVW5HQ'J9A]+@F8.Q\-8WBP_8E M:%5`K"0CQ*+/]L#AB?B2,!KQ0,?ARZ:C\5?#,'\:>(7$N9'ND7XE2YJSE0SJ M60[@?AJ6C^IN*V#9Q4J;\\-G$:=I%A9YGLUL54P7$IQ`<3'JBI9F>Z$8M%>* M](&F>YYF)D$C/,^H&!-(P;SAGH+HY!8+-[26]_'O%7Z+0/B!7S#.!#?J[F!D M!`?3`=.4S)=[+=TE*!@7576[7*-DW(XT<>(3=\@F&,C:S G["F168$[ M=/#]J@"%G:]'N`(5K8(!]6KX&">G[6F9XY,&PU]>OF=QM&`W]")*D5'S@'\W M>'0<\,K^O*E-M[$B!7)=SU[``2"%_3U&.3;_]PUW.17$E<,]JH`;$9B2[D&)#OL1H?/CY>'3]&A-3 M4ADBO:@X.N_+6%Q)>%J%26.Z"8-8/,KU1+M(HEF$QQY(8RVEFS(FXR"HN"QE M'`!`7-4G7]:Q2U?.V/F5.#\FY^?$K8^T%UT)^0XI.HCH_5+JS^PG6-LI!VH# M?<*$GJ)71U7^+984IY6@#3*8GAF,YQC,92X\"`2LN2!3GC,<;(%"$)4*FT27 M""8:Y?$SHF*XA,\L$O@48MAWX$#[&W&]OD,OIA5FK7RWZ(?)*Z]F`N#L M!_`\77<(\) M,F]L7IX'R):%I/?T4('+Z(H@G#X,X149,`W>?;98:C<+^>\^0`1ZDR5#\K&= M>/9_!T4^P5\M*-OUTKO#KYH3\8Q5?@%L;W$-./'9W:VR#E3#BG42C.AP%<8) MC=X+&.P.K28!F[PE6O/J&)<"`EWOJ\\FDS?4K0YR>9NTGR94(P447A:\7:;/ ML))C<39*%!D@X=4>9T431X1*@MK./XFJ))T_:CS/BPM),#)TB@4&,YV]C*:D M(3BZPU<"M'M(*-O1BX0G>X9?Y,1L0O8=N(>P0^C.7:Q(Z8Y M-SO^A%AP]0SL%TQ6\-^C;#R=N@6V5?>.48_X5=\W4V8WZ""CP)FU1T9#*+K' M`O8&65>WZIAY*I.^\]BH,L$`783IXX(OZ3PL'A>A)D\/[H'"YV&PGC$1-^27 MQO#V$4)\^T[^0I9_H+T/ZYOYTX@\Y!^QS`BQA`/8-]3#IRD_>-WTPL68P&(, MY53])*CKA&VF?+_4,YSIW7OC-Y4O)%P/N,V1EE.DQ<)NZ.()+^L;E(WR>!W[ M]$2JUJ0?%YNU9#\^[MEN>%&)>"'\,+YG4P_(IQ#9D]`FS@_0[])UF$'WBYU?:>RR4>00K)Y5/?=B,6R9Q* MR\>F:9D.'*_`WLRPMW![RG95>R*797DU(Q6YEYE+A@*V#_T1@J??#_3(",`A M;2>)AG;2X/JV(^*!IZ(QZ$7YXIF%!@!\^Z3DPP"?A.1,C`5LJ*RI#^K8UR1U MK0[F8@G&-DD4EEGTMJ3I2:B\4^^HN3#E5\&"6;W]/]X0"_(-@'*NK11RGG+\ M2*4L$RR%P?#WP'AR8)I(#GPQ5S#VD5((DL]X=[E[0&;#9F%6Z?(=!IWDW@8> MH]Z"-TX@9<,'SQ+$-WX7Y)1HE&'RPD$R%$\H^T[B1, M6X09Z?*!S-(%@/UU[AR;P]"-%I$>%6D;!'&4"W`E\T>RL# ME@=8G1L;_%_$/)EN=LMUT(^\7)$4_B*JD.9,F[F-($,-_D7/9L%:RAJ.')AY M_Y?WLNEMW`;"\+V_@HRM)%10)9NE9`L;]:F`*RF M0;6-\NN`LNVY").^E3Q,X_YX:_325$ZH'-9%P_H@?BJ>T^;6ILW(!0*)_ASQ MMTD@`,'=GN^$[?^E M&^54##]CN/EZTPL]!A98+D&4&X,TA)%W\HP#"-WA(W"VOEY7L/H`6'6$2X]( MI<$?SK)H%2XKYNGK4EXGOW4^$9=D MK?%S7_R_'NLK_7XXO&` M,WKA&YW],\>([M@7_WX\K/!U/ARO8^7=034S"KR7/04>RA%W0Q3KQN6Z,9I9M?; M,<4FI1U(4I=;S-WH%+%7VPUPW5`[^^5BOUSV&3O[Y;B(7,Y*.\/0&MWQ"BOG ML#*;@X#(.H`\?\$J3\$J_5@/HO/Y)DL.Z2VCT9$3=^0S,&$Y,JOOV*J15+DQ MS\K"&JL"\7NMG2+DFUT>WU0^VQFF8BQ0L1JPHG2Z/C>4U$CL!\GE=5#3D!Y+ M*_H1JP_KM; MY=G.\?:-$'1>I-//#I`0[M0F*?)9[KN"Q`4R*.UQT'3ERY'J3F$:GQP([? M^`+XU5:]!]=J[OD"R+'XDUR*\P!N83?.Q`?V<^_W2X>`&I(TA=_];II0%=>0 MH/''R;)T,'_B`9! M56<3&M^,!X-_Z2LIBTV6Z;:(%H>7=RJ7&O%P2C9[W\,=I:XVR9@ M#I<%OQW#2E3TYKQ&9U"X(#,7$K*-;)/D5()MWPF'U_S<'H=*G7:0D)!6^=\V MY-[*5A&WGQ`&&,\W)Q_Z80G3/-DE-V$*H\_CF4]N_I=V7X4P"A![\,YDP7H?U] M<3@]ART.G#V98$F+N7Y8I.,B$0NU6(NF3V1/)]#)`Z+2"S'#BWUGWA=JW-H ME]F47@2X3+O=NYNB,TB6E*3YS:;K@PW6.<%>),$:T%QA?9JU[$2K+L@WI^CG MBTQ6V6X7==%'51K34%_SA.0\#4%6EU8D:J&]0F"#CGJDD)PZ+'U4S_(UV)L: MI/'_)/N4]* MM)3MUZ$3NP.Y?HM7]6(C[SN02K4,.%"6_J/Q$PQ0'Z'CH-,6,4%VF"7Y$-WM M$W"HO?'>/G:'3?;I(5!9ERVLF7+V1OLJZ4-CM> M%D[CSCKKDG?61:M6*QN7_@NJNAR`[+8%]GDZFI52LZK M7]RVI]-@4)*60<%[D>*6S.0,<4"N0>4JWZ4$*MT4^NJM]Y&BS\53G&2P^Q=X MENE?"9P6_BGA)@$R$VZ),+C+#EL.*?61F+D%"R#[3*( M(5FA8F8JJ@I;282Y3>@_R`(/?A"E,8I/2>X9)W=*[80F"`]XK#FNG7W0"]`Y MR1`9R)P,9!%HL`*.LDWAKVW/5TGK6_B7YR/VP.>E2<5H2[0)AF6,80%"KJ%U MD:YY`TV+*`IC^@IH-:]SZ++5X57@/)I!C'QN=$B%)TJ[%0ATF"C:IN9([K>Z MHW(:@CLD/E<=4+.!H__V^-._`P"8.IX,"@T*96YD7!E+U!A9V4O4&%R96YT(#$T M,"`P(%(O4F]T871E(#`O365D:6%";WA;,"`P(#8Q,B`W.3)=+T-R;W!";WA; M,"`P(#8Q,B`W.3)=+U)EE&6W#-8&+!$ MBBQ6%:N^K^KCWSXGZF5\^//^X>-^KU6B]J>')(YBK6+X\9NN2Y56D:[4_NO# MQ^>Q4,U(GV,U-OU#K/8-_KT^!"K<_^=A%T=E7!0*GG%;%*:]JADZC,JEP55535E?9[XDKVI"CG]>%+\,N@VKX9OH:)CG1@PR3* M`S69-W6PO3VUDWHUHW*V&=S1'F&I"G_;_^,AR:.Z+$!=D/LEF,Y6-;-SMI_4 M[[-QDW5J<.KB6OB_6N-`6&-FOS-+DX2WDDK%HE+%*HU6H41G3=?^STSMT*OA MI+IA'%4(YP:-<>YZ&MRK<4=69Y;1>.:I) MWM7S]M0Q!%VK0":[]L@O9K+RIG[V&I@P7C2#U]9TZO,$"^'Z8CQ/ODUC]&O( MKMG_Z5TXX13ZIA;?8)R0;_;@=7+SR7%`@"G'=FR&?FK[&:X_+(+A8AW=R8BC M(]]I$:5IGJ[NU+L]TR6+M@U,$0*WW37DS77=5Q MMEYLI8NUV&H1*]$+/E7][(/7#?.H6AE=3.LV40W!V9R->X&;D*!)(5B2:3TEBG?`I;9A&!?H]@6NB0`=7[(KM/,U,-'/F&4M38!E-#CSI:/(:9JB7 MX1'8CX]OQB\%,W"B6V]L#`N7)3TO>3WSN`$3Z^"L7JV#7)2-Z&_(7J,ND),T MA8ETI^,S#'-_"#D,=.:1Z5G/G\(2PU0=YG%CLH50N?!9IH\4Q"`[@I\833X$ M*1D3?WM9QGY]"7<9A#1\3`.,\"Q@HPR]'_&/_3#0-[[;.,I0O]M&)Y.6Q[1W M`G>@-`0N'#L29EDD'T5)F@60\>!92ZKP4DRA-+C"W@X^4-;"ZLOJ&\W0A)SI MIA:BJA$]T3F)/VQMRXS_W>2M`.D8[:0%ZWM9M-@*H:D3'Z[,"?&5M;]YF!Q, M:+00\WVTJ=UO"W0(/@:=:&"7+FHY&5H:`ZS0VH8[0M_C. MZQF:?_[T6259%OT1XB2Y1$!9"M3_&X('XBC$+,5`JND,37E44ZC7P3=4.)=L MX@\#3ZWR:YES'/TP'F=(A8M([<@=\90C,/H692_S17E3\I'%1+)($WQ!#S`@(IWAQ<+]XC6X%J$1PKIUF(*@/MQJ*VN(=X5_\C*K^83= MW1&>@#JD-04J3ITE`2E<;(P8"70SC,#$X#\=T!\A(H`_X/YN&G;"0CJ*Z[QZ MYQM_Y3J15#XB&H4[K(".MNG:WH^\UR`3O`FN!;/`BX]%EE-`0>'V3E-(`HX! MB+T::M&;)S-_-D8#G@W&H#/A@@%Z[%LKMBF@G\Y7:R032"-$X&K[HW5J=9\2 M"'+4QEB=^,K/-(V;X9*!8.>&BXS7,U[@.]U+)'50:^0+EKD!K[<$AZB3^38X MMBZ/4@T1(=;I.).2Q!PZP92S80*V;Y@;]@A7IF.B2WG"Q<'QW],.#Q?3Y)S[ M:D)B'%Q9^"#WQ32#A6#9D8=4;:W0C^HN+KI6LW`V*5F+DOC\ZYO`T'ST,'0' M>6B#`-$PRRF`BX:W\;_Z(5()SLIJ8,V1LGV8I]5VWL9P-A*IX1IG?Y]YM^,J M$I$T]&B^(#+,"+@.SJ[)!-WV/8P5E5Y8P,:?&Z,$7AJ?(_2+4!>:VZ@@QKFC<$YXN8VFY3BVJ2G['A"YJ*FOXN3]# M<0IM$;E,O4+`>H2O!>&A4R)LA9(9_QXA7,X`E1B,G8-.D@]TX82X"\UI"G"(5!?'YJ1N'&_K18?1YJW)U2F95W$XC)* MRK1<6[S;F%QFXD9LL1!JFV[FER,_J%_2?J3\,NIFZ#O'7TRU"2W%`.1O/@R! M>;I&Q$)YT+&X%N*$YBS-C>KD!N+GE/F@C'S=2U59?%>KL0+E![5M-J&)J3\L M++6R^R2EC??FYO.:I>H-2]6>I?`"D**V]>!2,)..]U6E5.BZ2G*/JX2#%9-; M@01!_2T682G4B^J5QQ/]GWF1VHPD^5"(Y=@GO,`5X/J.7@Q]&'F?PKHJ"Z"= M82;BI2):),G0+:U&EJ6KIBTI%T.DS0$/-S-XJ??7#WI038QO;NCH&84QI0%L MHV0G=(=,3/+W_:`N"VDO_M[[I`]E:*'.Z MU6[`!R="Z*-IW57Y8H"HVOW73E#-LU2H=].J_DY+EVIQQJ9TQ<8-Z/2%NK7# M58D]57!`QQ2`YPBT_8WYBC0K?^25-(TEB<4;UG2`L^T$/#I-#GB::`FL\-[" M0RH$>+SRG3V=+*]!W\'_T`J!0_A4R#&W\)'Z(M6UA`^1JZ[_SWO5]+AM`]%[ M?X4.*:H%-JEM?1^#MN@Q`9J>>J*]M"U`L%3)]F;SZ_O>S%"6Y$W3]M"#39&B MAL/Y>/-&4EW']T_HAU($?AIS;$\$AY@_AF\>/T9\QX;0K5/&?I93C MK3L'1K393&E`B!F)>785WH&T-.U.A%J;@KAKG_V3$BPE`8O(RT*4^#QK@M!2MK@:HE*S]3;<3N'!H&X@'-0(LA7F2:UHN M-@+Z)4%?/Q[=(CAL& M-V-J;%'X1A"7CC8T%JLD-#-[RMCQSY]TD*8!O4T>A_'#%>>%#'P$CM,(,#JW MJ]X:]?.3GWS'A5;O(ON\O)3+*&N]54QJMR2I%A_K=&5(`9@!,GLD,'5&40!E MNG#2"&]+R=IHBK[E*$P/TRLGCMP4:%'+*_F(Q(U7^6FZNY/-(NPE4J%`622E M2,&19]G-E!H%(;4:M^63O!,2F!"'Y)2SM)7'B1(J2I^UR^6"G&7WN$QVR#E" M/]OP-!S'PYYYF*W6AU%._QL@36%C8Y;M**90SEK0,BLM+U== M\&9I/C.$>*V0F;M##X_+#;F0`[RSVLE'H7H*XK6-O9[$F'R)0YXRI% M?#1%L+,/;[K)6F#NA3)W?.X_W^TZS:XGI,(44*RR+]_HN-;AG<)];B\E3HI; M_U`$J8^Z+RC'*`#PS&2D.OL>JC#)TDQ8HXZ_^>OT.@T]ND?AG8H;0K1,CE7S M]/56IY?IZG@CBY[QV:Q9#XNX,$Z_SC8&\/O0#>ZTMSO;].M-W#JMY!0=WUO? M>)TUD_VY'I:-%@%E%UJJ\[!H^D+[:>-E)N[6I)UFZ\_1O#&UCYD;@'8TI?:Z MLSOIKOHPNYBT=^^6]_K]7#?DB]_6N)MUAN.>>GXH">8W[C9M(`-[*(H`Y/4I MU-N#&P(9K&(;E-S"\T+/F+]%(<72QH\]:\KYY4=O'W0-<%LJ!U[G,UIJ!:[( MP1D4E<$L3@-[5G*,48^NU[(/R*^RC0IX.VT@BKPR;`![HE%1;=4,J09R*MD` M\ROHTOR=CKW@HWY5VTZ=3;J`/%W?DQJPC74Z-YD4O$I,+`.(P7"["&BP!\WM MT`_6[`,"G#)PU!(=VR",*9@6\,TCGF2D5+(:FTOZS9 M5IV0_U3Q9V_E,F=P/>FW)IIKKL<[WNGC_0$/0<3M#&,V=KDE(S:W MK634+3(D#L%DH4-;IP?KG))\$Q0E!A M#61)T2U@Y24".?3@^<]'R_4&BMFS#QGF=TW(0S]F;;3K0\[6YX@F#>N3 M%#>^8EHO^M1:\*2W.C2_K#DMS/ASU@3&XJWLMFGELGPYG MK9)P.JW)X"3]'F[?7W5T0M/ZVI9-BE0^),E@\VXV-+7OH=9V*N'L_[[:S^Z= MKZQ3_=EWO=_5VB#1YTZZDA8Y]&72EI)CSUN"9)1D%O2?.W\:_*2?>),6V2,. M?8Q`,N&8[Q\M_%1D^2XMT)ZLEF$+D88VT=XCI;33@$(N,(\ MI:](O%7?YISBR75,>Q_D>")9Y)1P@MYA!*@E%4@NG,31Q-":J7W0,-2>D5%JD>@T$MW!OQ:: M4=<.^J'.@Y!!M$Y,:XZ?>G?U)IKA;-+:JWZ"C)(*I?%N8+J^K]03AH.TK9;5 M!G#G(DU25%FUM^>PO8!6^D&\B.93\"![5R9E,C&,^6"5F5W<*1I84[CSJ3H.;01=1#6FV3"F= M#._US*&%<4ZZJUE4:#%M)#I93)M.T5`=`LX>E:H9" M%#A-L4GSB:76HSR#-Z,7&9PG`2C/+:^)R[AH?!T-_H!@7IQ>- MD."@K%Q-:L#]-48VVS'%L[CQJ)LHW'(Y9`7J`!S^XEW/@%P59%0V*I79DO">^2'U`-^0T4-=#E;3>CR>KS-VFY#;U<2(I68 MIJ)C]UY9BR[L'HADQZAO![G@@_4C[%MV.@,,R*C_-"C,'IQ2J5.P8N53^>9- MQJ5GM%H"FLIW;,8J<,^$%H1(F/^2&TG\%/%9CDEC>3[J,\-MRSE28X^T!ZH` MM3@>ODDD@K%6269)_XF)_99]"S%$:)@.I!!8W\/W;E">7<5V2R&@E11=HXRL M2+;JQ;8G_2`0TD&GCDV,B=JI9=LA^&A0!R-R$UAI@2=_Q!.@%K8/`[S)JI1, MQ5QH*@C_DZGFO6T.OBO5J#D3ZN`L\VT%\IL)('RY^="T6C*40,PVE06?F6WF M+RX(R3#7R@)Q%8.[,1)1%$HP2%,)T00A>G2XK_G7A,F*:J[;=D?7'R3D4[5<.@OX MD29E(UL/_2"+=A8H>`;3=/H@_!U6;VT:&=90W"^?OOMK`+N6K68*#0IE;F1S M=')E86T-96YD;V)J#38T(#`@;V)J/#PO0V]N=&5N=',@-C8@,"!2+U1Y<&4O M4&%G92]087)E;G0@,30P(#`@4B]2;W1A=&4@,"]-961I84)O>%LP(#`@-C$R M(#%LP(#`@-C$R(#'1'4W1A=&4\/"]'4S$@,34U(#`@4CX^ M/CX-96YD;V)J#38V(#`@;V)J/#PO3&5N9W1H(#0U.3$O1FEL=&5R+T9L871E M1&5C;V1E/CYS=')E86T-"DB)C%=)<^/&%;[K5_1A4@.F*!C[OKMWQO^^:[?X7F<;C[N+O[9K>+ M3&AVA[LP\(/(!/B3453F)B[\J#"[7^Z^^31DIAYX.S!#W=X%9E?3S_.=9S:[ M_]S=!WX>9)G!-P@RL_OVC@9APL[-N]`OS2^;,/(CKSF=FJ[= MFJXW2>"G?]J:<]_\LOGW[J]W4>P'95J`=WK$T<\CH5_US>G%["_6C)VIZMJ> M;%^-H+Y)_=*K0#[T$Z_KF12>6I!:\1ND+./8?*U&<&+P/QZM&2X/7;]O6B%) MDL>I'Y8AE!7Z89;GD[9RIRW09\[V]F'<)'X('=]GWK[A\5!WEU:6MP;C\XG' M(/XL!V3ON`'YV#-5:V2YE051W7K-K*Y88P\'6\N:G'MR.ZMKJ)J6=C,:Q^-*B'S?+/!76>%,(:^ M@END9:&\MCM:B/D,Y)ASU8\;\`=AZ+?"JZ%WXK'\OH!^`CX.A\'*27F&+%66 MR8VAP@G6"M&'%S$374Y%C^6L1UH#<5.9$X\[V0=O(ASO/U2R66U"O-_6UA<> M=G^^<39:HL<=7O(B$S:^`&\]N4?'/D&V(>CB%>$W%EGV32708Y1CB(/%/+K".5 M#T*U`_Q%GPVX>$OA\O=NQGS$EH(_C=5OYL&V]M", MYKD:*';TP%6_)UMGT)Y&DM0OXF7AN8BW['1AV3:ZFXSN`.Z4MM^K!J=_+%I M2F6)\KJ+PD`:&#KT8A]@;P_INW9LVHN8HCM3OH7,;*2]*#'SXSA]S2S)'"06 M,0W%1'H;U-JZ.;,G(*`YLD64Q;?9&V0UAE+@:R\.2ST\VS0Z.U=-OP)9.YKZ M6/6/B')JJQ@V0EZZ]HIX\@IU<4)^+HZ0>_6E[]4YIC5.);G$(C@?2<,+G2P@ M&"+2("-7/:7/I\IM@]W3\F!="2'=AHXE(&)G$R$<1]_OC][ML/[MX;U2S=3@.]S<^M<.L2>A@FT8Q;$C1QR9H% M34704@4-65`$,",0YOS=\"_J%BP=NE[O54CH1K:�H%^Z3I_J+7+*?]O1&- M,8'!/H&J'#-*!XB_()%`=V$H=8I\O[26(X;D,)0@L"7-UM>VM/3Y(\M%6N/Y M@JO)(,M(GA21JT;[Y@D(<:Z,@$U!ZWL7>J8^0"Q^F M<3/>'ZH:\75\,2?+V[QN-Z`9>\@;(U-1\Q`E,@\M]11GJ M?W:UV9R^[I=V"XO"5679PHXHX2SV=U3)#"6'VLF)EY4%F(XP< M2;E`TZ?5F5,P+?T-LL7L7QT32^0.M4R*M]50'660635"APF?T2/ M=6(S+$W`%?94=V:OU9UAI)G>5(](\*YV1G3?HWQH`1S%%^`E'9T>@- MB'.24`5PV4AB?$DQWJ6 MTRL:2$!HV`B4E5[N^N7^UZO3VRDR35Q<./?/&G"\D2.007DN5`;I:<@%KJ0D M!GJ[BF)3?L]=?H?V3Q5_> M;RC+D^VO3LJI+WI@D-VN_B_P=P6<"6]GO=L.-VBI.Z5`W/\.,>!^"13EQECW M@B"YH]2-AR@=5G7=7=HK?UCAIYPJ-\5/;W^]-+W58M:R(EHTM\CU0,&(+&4H M`7%1I69,TG21V53-&K8&(&XP2I1J66:.<^26-"XK9+>N1UL9CT^]=KS4%6K"/BN"5 M^KT,TIOF*MDZQ^*&S_4+F+Q#!30%H4@[AJV+M:@HPBRZ;;C<6W&D_O%\I(1= MX+XXAS1HM*V]Q`<+;,YM/:VX<';TXT#+\KSK+7#\GE%D/.N3N M=5@_[Z[I5#=']IE),B?O@IE_VD$?)DRMJM*,;#"%5':A@Q:7FX3"',>!P=;S MU%0/W9/UC?D_&@Z-?C`]%X0PO7?56J`B"_.Y MU5R#2Y!G=R0$W!P;W#EB<.;FWCVVX(>>BU@+2#)QZHIS\[?JQ6RB*$Y+`"/= M3J08P*AN@SRI3!A6F10V>]S3D30[`LBW1^/I;G/^^(12"" M4;3Z#G4+4Z&<+$R+58LA27L,QT-5Q?38+$S]UF#B4N]RA-+`3% M$XO-"+U0-KV9\9EYEW">O?EHCBCV]F[Q/\JKIL=Q&X;>^RMTJU-D`G_+Z6V_ M#@L418%NT4/GXG$\&P.I$UC.%--?WT>19;`7/4;4IXH(7C_4K^9QLZ$)]B$KJ1\&I)1HE!Z4@%.[ M3/Q9D_3]F2;EQF.MSA(P<7-=PZK(\$@"R7N M#'$9+\\`?,9EZ3L$VGN9"0,E+E!5\>T\V38M$G>>NX*XURNB%+LB^TMK#&:- MAEAQ&MF1J+/+T?[/HX\0)`,[.OK9"E;^+W:I+N[\OVZODY.+K)H5R&7[)3ER M]&']@NGZ:VA1=H5%.'7A,'I7X;SB_$$8P0!>*> MC^!H+^!B-88K&CC@U]J8ENB$HL_@D2RZU+0<*)*:WU`CSS`(D#;+VZV7XM6, ME4YAR-PI%+%G=1("MD*5*A%LHV"GS69I*G&9I MFDR$Y!:EC^UE:)O.CI1V-JPB?B!J!T_7-DGQ.,R%_RX_73H/A5C'*[A6-^=E MVTJ7;R5PSCA>9#$*[5T6)\E6EVNR8+GFC"U4NII; M50]WD`*["6,4 M"LK$)*K]FSS`;@-'015/]#;5V=M]']T^OW5[;>L;BDA:[+\+!F"/E&U^&+`P M``/9&8`!2P,PD*T!&$Q6?3"0K7X8L-`/@^FB7AB(S0`,`D8%!@&IP("E`1B( MV0`,_(H317\40Q!G^#[-LAT^I@28*YD"3-)0?$D6"J_=%XHN"4/!M1M#L16+ MWM#:C8'(DBP06+F@/Z[67BBL7H,NJEZA"RH)0S&U)D,A]6G]7SA-R'`HCE88 M"B3O#$722D.AY*VA6#JKWF#RUD`TK3`03G=1?SS99BB@?J,NHGZI"ZF5AF+* M9D-!]2KVM2N@%:RRR%>]:C$/K:<"8;UIH67&>V=4?V8"B[D,_/=%>.S5G.SB M=9/O\F@+D0@P7Z*_#(H%;3W<>/&U9TU&'6LPPJ>V[7&)AA5AN&$-SYTS-\XU M@D#VF(M$UT+&3T=^`M>\#D,KQF8'V901;F"W+3\QGW924 M9#(E=7USNAZZ_JL:CZVJ+Y=3U]1/I];>H[9[$:$JSS/X'%Y]6*@1@HR[/F,C M\5^#V4Z9\3Q`70.FW(VORNG)4)Q9CU533&I8RZ$S<,K8]5>\]$5"=%*B=\VCSD\/&5?PS%)X4/^;$U1EUX>=K@LE$M@IW:)*@-.G*_ M?VX>`#V*+XD[N'N4=:L^G'F%$Q,1$H5.U:MRJP/_*/FN)MZ41^XSV-]'RIUL MIO[9O;O?T/!35Y\HJYK[,\B/W%IVV+C>/NWO72*G:VV2.A*)J,C7M!9?MFR9 MWKBKT;J[O[_L&S8/:`71Z+X#15ZPP?IPZ&R2 MC>>M>KJ.5'%4;52MS/7)."SHLBQ8RU_1V(W7$;$Y#PK_S!7GZK"@_9*A>I?$ M**F+^N8FU22NQ/8963THF4SYRA:0"#ON1^&=W3FU=Z8J>*GO[DB5.9]C3#L[ MJ=31&30);01/"]=KSXX=4%@ZOFJ^BS$MK`&;Q)E,H<"G45_;'F$YG5Y)3WL9 M9^+TY M4I0X.^QKWHCKR(+5-F?K/*<+@#RHON4=W_P294!KJN#\\QD%#IDR.QROJ6@O M[O'AUAR*2'1>^*GNJ1\4T8\;ZD.']EE.X--+B?#IO=5E`1EVZ#TU4.'V#7R@45O18>DIWJHGWA%I4X^4::3 MK[I3/6`O4'!J#R(4$:4POP'TK2L-6M/E[C`B&:>]8NMU0[!6=T<^RHDW,563 MT''E7EUK=M-8^-\`#\,YWPH-"F5N9'-T'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@,"!2/CX^/@UE;F1O8FH- M-CD@,"!O8FH\/"],96YG=&@@-#>0>!@LYFLM0B"(`\MJB5Q M3),:7BS[[U.WIBC9NPLL;*C9U^JJKCIUZM/?'K3:#S=_7=]\6J\CI=5Z=Z/# M((Q4"'_\%96YBHL@*M3ZZ>;3W9"I:J#I4`U5>Q.J=84_IQM/^>OO-ZLPR,,L M4]"&8:;67V[P0R>T#+Y"36N_F;U548([0'0BHD5NI'+\SX(T0:%TE([="?@% M)_QT_Z]?[[_7NZX.2H[/WM4(!.A$! MUSK`MF+>5A9N&WSAME`')6]#=8I9L8P.N#/#X58]'+I^7*UM_Z3NVV<[C$^V M'8=;9=JM^G?7/];M7MV98SV:QDG\#?.#Q*P,`[")2)Q-F40H\+_>^F#5G1\' MN=?Y*QUDWI.OHZ#PCMPS[:N?!(FG9-CX4:"]%NP_J!JV%=Y(OX.O@]A3%=R? MKCF@"C2S\N$%2EEF:7LOARD_\_@0TI*^9(H7MG(X+OS>^?];__TF2@.=Q#EH MZ)PC%XWB-&>5:K@Q[$4%8I"+G89^497<4Q?SJNNWME>\K).Q=T[`"R5>WYKF M[8&["33NCK8WO%:V[U5K[78(E!^G8`%IT."DRUFD:G8G[EEXLP1L3.;= O M',1)'B_,J^4V:1+S;1K35E9M;=60L%W/5T@]]2&"`Y7TZJ:INU:9074[]7G: M3\.H_#0&"T3YK8K",+YU=A"9UW9(G:L6)4L>.Q`1!A&*@#"Z%/$/\ZI2.C@! MBR<=@E%)0!!YB!C8 M,]1[K*D#RLL'(D?J\9*..V#FJIM:'I/=!YZRJIKZWKJYJN&CAX%/VW%3&9[G M'K@?F)&_>7R@<%8NC'\#)9-<7JKK&:;VC'(7D"<@I_Q5Y@VVY;FN9TR9-@"9 MLMPLP7&K,!IHX%8`]<#G88I)'+K2BVA.,+$D&`#1@]E"E,V(\+O(&"6BQ$FR M8279<&MW=56/:)H/11ED2J#.!6Q*=N46O1!;!`[Z`/2@%@/LUIDQSZ-T84;' M(W0A^=,A<,X*Y9[I&3$^Z!!P3VCH<:#W5S&^,EPGQ)#I:PAN0L(-3D_X,Y(#&1IH M+-MB[+#'WW2085FO)(8F3WAT@JZ3@`^*V5(M5ELMHRF*DDS,AEO!]5MN`#3X M`SQ%9I[\4F1"Q\BZUX\#H*=T:C_D\,(.*0A6!,6W,CVJG:GJIAY?E>P@0P%E M<=)W;I,YNCU(J=P#H!)7+N@R1)@1-'GVY6@!'L>I1_1$&@#PUSMP14!!_T-< M/X/FS$7S:`;-JAM&9`H9D:*O+U4S;6L!4U2I'E>S,AO32+8!#A#E[[EGF+FC M(57CM>!0"5R(67!0VE^`BT&F.]^,-GEM-UI@FZ=#71W4R?96M1VS,G1 MH0#(]"(ZG%/IN)2H1H8P`E[':]4%D7`E3[K8$%KP"&=@[MX1A1#[D9:(P6ZZ6NS#\P;1# M0%PS<8,HF!$*8J\A&:-<'+][I[6LKV8KS)3B@KQ&PA\@_?>3:0;5V\8(JZR: M#HRHAK%S\"%,![G8T#5;9+*:F:PF)EO/"`NQ%EV&+LN+76*JR6LR)$_/5KXM M068[U/#:H]T9Y9X8HQ3>1[\`?QUH^;&OEW.\VS]Q"&Q,RYO MNIED22N;A^%][RZS0A@Z5(6WZAY*'"@G[6X'SSY0W50=:OMLP:_`T]6^@P"X M58@C'7@X)!IEYTI,PUEO_;G,-4N`1%N->*1]J2R&#[Q;`TAY`8W[BXJZ8(L/%@*(PL%P(%FQD"3+7V MI(BQ`\Z9MI(OJ++ZWD`^)#Y8D!=KK^6]D/C5@[77>072>P%4]\_DE??O2VF% M)/*MP!DWMN%/OOY)`FBERR!/BDOZ!0\1?`0Y)E00EO^'2S MS'#,4."`;[U]KCL($E1#7>F!!-^=!E]X6IH&VATVES)E*FGMRR2UC#C]HNZ0 M8H.GMZ!6&6(4@Z?_B1*%BTA7[O3$(A95TWA&$,AJ!H#^N>-"ZGF^'O_\"R]@6\T:YXY"4*_I:2BG.G1/F+8AR<'7R*=!)DX(:+0$[GXQ+AAD`+ M5Z-$'J2V;O,=VF(=1P-R M++PM(VY*B(NY0:1+:M%A7BSY=NPN[@!DYMB:"6/L.#;R#N>)2P]CKP2KZG)! MPAPR@;QLD7K0&T]=_SB#`)ZX"&I#<,*!">G#;F=>GP9I],93G=W#S/G^>``8 MV(.[F=Z"#[#O_9'M"$.X,AP/+LI2<).%+SJRE":SH8A%#&`#='+3_I_R*MEQ MVPBB]WP%#Q-``V@FXB(NQX$S`1(@,`+XEEPHL641H4F9BP>3K\^KC6Q1\L$7 M-44VNXO556\)RJKBE"!!#^%.=HU$[+=S\^[CW%LVG%?5"D>=>N;4@Y13W_&" MR2:8.^8ICJ'>XEMZ3F79.,PT+1\6]Y8PI`N@)PKH*>NY$"(Q88S6K\*_MI1BA$8L\KEDXC#4 M%/BV-]!6-/G`GI-`^$0(4*E9-5=:]M7:OD+@T.G<=+2"@<:PRI\*KJC(U;!H M_T=%P9\LXTL#)4>UUG8(I\>I]`&^L>_><%Y:M\C-+@O].DIM[42/YLWUHKIA M/[HW0D=<&[ZY-;QM^2:16B"$A[P.[NL$/B8;)X)%-UU71;'X$DUUR3HYWL": MU'SQ'[F'%C@D]^D0`..#/)1"USY22 MO:3$ZP$5]6`NZ#Q%[[\WUXW9:,>U=H-X5R04=^,6;C>4H^$H8L-!27S,+A)N MQWW&\2M"L\L"K`67LK>.EG>EJ8U/.:IUEDUQY['V$/#XQZQ`\":SKDP%XVSC MW9=7^K;4OT'CW:8N0M_FO)P,KV4O,RC7^`J-Q#)<1+GO&\QZY8GY!MHFE6AH M-]B(#A#S=:(4T1.T+3>)-ZN4?\$[^TA7]EM[3D90'"+_'SCXE'FIV`@?\8U. M%EINS/O/A\"!>X?P=*V@8F4M)?=8R#TD_$>WN^,T$LF4D&GZ7(=ZU`M'-*FR M-LJSQ!<1L[O*]*P;!P_9,9ZX[GNJ^>J)#>C=1`DW4[C/"?LBZ4>9S' MMW*9%2X3`_$H9"-5$JN;X"%GFJ5L*D?`&F&(^NS4"^C`^:(+Y.L&JR^],1^CU8T*B,T70%<0 MNY6@.IB!7D2\TC\8;;Z2Q*%S4DO<];''F0KX4:)%MB]34Y(@IM!:]V8I`F6` MFM89RFQ"'6X7\QY#:(%0/9Q2;W*-8K%MX1:_QL.39!F=0+3*[#8[*++T]]R)5+8`>.[@C+(O@ M]YF6&,B[T&E!;EXZ\IKEY]Z^/-EEIJ!L+9-\SG%G)-RYYC$38`P'2PLJ%B2, M!8P$!]?42`LT.HL2P9;L.=TE^2VVFA18')9%Z`_'6XX#%AA&Q8VMF^H)3IT7.5.Y=2,P:+`FKKEXYAKPA2C7Q(S!(9,%!L!()8H:A-7NL2< MH[U8[+587[^Y-E#.8_ESQ7_&;^7Q7XKI(K23;X3&2F8]F4%5>(]Q<9LKC.FE M-$H!EQS/K4PB_:,XE>5)I^/FB8 M/6"^N2X*U3Z!7PJFJ*YG]OJ]*7O60:2Y@A5%-EQEVX^'I%6G6G:-YI%]E.N**=T@QR:MXGGHE;&^QE#%ZFSQ-R%65; M:YX%NS,AM8S1^UR29)`$/V\^(I;X>,J6W3S6M5S7D970G M&8TUHY>RKDQCI6'JY8[J0)9,]L9.6*2;QF&$AF$]A,13W%7WUAIY`)6*8HU$ MA/W8IT;RH@T)XA/'L M22I(WUO^3*\;[._-4#9S,?8.,9,R!$(.!"FLA1QYB=(2`:/I!SP#DS$5WGZ( MGE4SY+-Z71"U;K\!DM9&5`\?1Q3>IH-Q@<\>:.9ZO`\$^B@.Q#M(:QS*^//^ M^AX4_K`(K5T"!W4CM+1ZP[C0W%B%/NXVJ$^^1OAZ,9[EPLU7<%[Z[*N,T_*^ MH/4C_`@]U_$%32=3[$U;_;,,S2-!#QJ'),0H/6B[XH_3V;;M(SM8NCR1TI3O MC9#A='%!81P7)J9_]`.VWD<3_.E;/@@N+Z`IY0]!"I+?:&@D>6V;L;/(Y60T MU'71SJR@-?8`VMA?&U(4A&A=9;R>H)&VO?2U3H2R;R8M`A#7RB*L"GF#2O^9 MF.;0`0W_+-^#_5;;F1IDQ15&B*^??OI_``%&1P,*#0IE;F1S=')E86T-96YD M;V)J#3%LP(#`@-C$R(#%LP(#`@-C$R(#'1'4W1A=&4\/"]'4S$@,34U(#`@4CX^/CX-96YD;V)J#3T(,QT-W&M(`Y-.9`D2F)-DVJN52U_GY>+,FB M5&4/"J5,YA(9&F&>FBCS MPLSLOSV\_3`DIAQXVC=#V3[X9E_2S]/#RJSW7QZVOI?Z26+0^GYB]A\?J!/L M>!EZ?L!K/QZ)=PGM^7/U;C#K;;+JCMS\ M6ERYC3?MP8;Q;,V'3H9UZ MT6HP8S<6C3ETW5>S_N_^TT.8>+L@(C,X9>)9F5R4>2R:R6Y,UYLT]?*?Z)!Z M=)**8;#CL#%/Q6`NC:U.ML*8R-XZX=O`"Z(@G8^(Y(@HWL5R1-DU33':OF@\ MLX[B"*JZ=G^V@^5[._'4EV--W9;-5&%LOC4L++=.<6NY8>3M=GGP?,,@<<=# M-3[^NMYYR>KG=>8%,%'WU$)B;XMFO5L9.XQHBG4(7:AGN;W:Q]G&"*MG(&4MWN#!1P0&R=K4C%(V3!DW^/W$R] M'3QC1$J@01R:-#1)'GD4C=]>Q"L"/YL#/\],S<7PBX9YX^4KCD.8R M7V-^EK%H)DZ:_FU"&T(7V8RA)W/DY-`L[:5CBD[Z>AWZ2;&OAAK[9]T[>U2 M0^9!SI"-Z;M9!_BP.CC+N1="0*%:3-(,ZRU9V2VDB+H16>B$1Y>F__^LMSG& MZ_&\D'E4[4HG]5[=WHXZU>O0O6I.'L6/]&YOZ!2Y(A!TB\[TZRT\L-+1HWR1 MI_4@),9U,\NO-0KW_Y#<#N?DXM0&K"&?"#Z+"T-)!50SOQ9]>2:D/=8#I4P0 M>2FAY7/8S74FD#I3(F)#DDDYAS.'$36!1-GCT98CHP75(">)(4>BYQXI_!=X MY&I"$N;N'A)`@C: M+)RI17T\UWUE_IJ*'H520X.<+K"T\W)_MRCC,QC$.ZT@0AOB"*DQC,4$T$8> MG8M'2TEV`$906S;=0"4V0;JHY,3+HBQ:1)Z63W\'&&3)15EV?06`M^8):"-$\6:MW1(VQN$9H`=21+2GZ>^G;C/IP.VQWJ5!B^)!(N+D/'5>CH MLAA0E9[.MK>L2M.5!94+C-$0E7=W,UQL27VR69RZH-K(9?JNM+8"[/2.6=$8 MW#Y>S5`T5D0[J7>$:BYAN5X9UZ,H**%2/8RH!B@N$YD=%><"KE=!13Y7+A^! MS.3)[D522MXWJ,HE$ES"/ M-&S$>-NCL)JK.13M5W-"DEZ0N5A&2*'M_CP1W3W7C437\U(EU.!G>;Y;^#_7 MTURZL"6C50<;`QN$S^I8`5!*'!&@`2L#(]%WL$JF!;Q!F8DI1N<"..-&RA<@ MF_(%5>G>"HE3+(@<">H>B;,.]$,)0U0?76:T:\:[P\23#'\[J=Y$D]F3:,\R M7E!?K4)=>FZTG1&0A(+,K.%A-'*4K)+-YC+UPV3O3P8F]4N>7=&\%6XDO[)D MF!K=2-_TA(JY?LS*V=MZ_))K5_98D!"$N]!M;TV\P)AW554OAJ7?M86L-?+= M"L'1NQ*AO%V-X`52]JVN/AF9/LLVP-?4]_1`(TD4>.?3U0X!7>)@RVZ%/Y5?4)7Z5,:VA+^((1`>I_ZAK^7F"D-05_"0S3A(3&NH0 MN4`!KG6S3GO$O<&1-.14<>:HP:LLXX?OD=A/O8!?`;=\G8,6$NA1P2^,__N> MV.6QER3S>\*A7Q`J\7]WI$O^J-9NF$45/5#ZTP2PI4*JL*49_Z/7@#)Z?IKD MC&PWCXK>'OEM9"OWF/.2(,E>(WJI.ISX;]?7)^QK^!VAJ/?4/:,>R[C)=\!@ MYMXG3[C1,/83ZY82R`!BB*0$*7M:6WKV'>M^&"E6"G+Z)#H"W9,H?EDX<8:F M$(*(H+VW=GN%ZL+IQQLJ#,Y:L%*09]^K$8$C*@RN.]7!T*N, M25/5%ZC6-:=URVD!-B_W2KTPC9=FBF>9B7.E5"L7!0!Q*CA^SEZ0=H^BNO07 MD6FE?.'N1GP^BU>SM>RY@Z7:<"2F6IG#=89*B@,T@QT=4#I[Q,"6[Q0+/XPT MC+@,5/:"M"&XVDE=(NP5?"9B3#$5"G'GYM/G7P%VL4/Z_@1:_N&9?:-P#-:\ MG\DVA'SE,J`EX`;$X5!\7B&/H&IYK*O#>;;(HV`F=Y$:OU],G,5IPO=4^!H9I?A M3X2F@'_$[D%XA4]6;H-&0=&X;8%T^!EP^+@4*# M0I0>9-D*_)!;MLNQF\2E%*".#+S.EP,M/8&RY7#/E5M*]\U6O^[D,W2YK^+.33V%;-_.41;&;5S$7MUHU)C MF#1;27`^TK$4-[V+TO4SF:)\O3DE="3#CY5D$`>'^Z?!^%[L_X2,5@2+5PQP M\4HL%I/%?'I[XFZ#XQS;"(F21B\Q/W:0F>L[Z7!E(0A^4UPN#0-US;]E<9!/ MTAQ^&BXXH>)P4G"/5X5\X9+M":$BZ$NLR`2LM4QWLEAH>T@38NOH?XR7RZ[; MR!&&]WF*7M@P!>@(O(H2LK*-`'$PB`UG=ID-#TE)1`A1P\O1Z.WGKUN+E&;& M60ALMIK5U=5U^6K64K)V>Y_0-30?B@WA2T?7E00GXE@>L<=$@4R3KEOSF,0\ MQN;58Y)`OKQ[3"(>\].73QQ77\FD6?!=@NR7X*?N7&&Q9FU5^S%M/W'HES-0 M\Q-ETJ_P#NH+OP._?UDA/]IEP?KL1$!X]@LP#'I2L0CZ`+J1ANZA]M:G;*S6 MANN:P6/NC)*-S_E4')_M&F9:*$.^&[:!6,^E^/?]AJ30CPS-[G`W%KO#S)2J MD">,-(F>W4W=FF",]R5BZ9DJZJ(\\0!70H!%0Y0'3Q]NNE!C5?=C`1+C0\+E MBV'"W3HC&Q307;@S6+>]K,0)T',92BES)I0W/ZRV$`17%3I#$;S4%I-@KVA6 MW6*OO,9*+QT@Q37QO<-5<&O1Z&3M[LBU%:">&>1E7MR3*-'B7K>"F+!]PIK: M\UO=-UV%ZT=3L7:SPT1\F`T?!XU"VSJNJ)?BYGR+F>>[9_I.PJW>?\'V+CM% M!R.(T=H'*M=8<*@)RGCOZ3S!80U3LRS5,+8P+*JB"RVK6S!BF#B-)?0RT+N365+ MD["6VY;_[4R^(979NM>CR7O;+4\HLP>=[9?`8D4XC;7G?1?GF[TE'VM55VG$ M%8D?E"AE3UKBV@YU]"\:-.!Q7[U<"JM_^SB.%]DK3'(%@'Z\S9(4(74S3AQ4 MYPXEH&[)LN29E`4TR9$!-9K3X)4R'K*MQJ`O7KSG0^QQJGLQIFN&M*R!=(JM#RA_\NTM2D\)Q]L5B$3P`_(W+<^.\V.9-_52Z90DDNQSYD^ MT-WQ^\`]"^,`NZ]3A7X"1SQY,_Y%WZ6RUCLG;. M6X80+F-XJ/E#.H/#\,4HGUM:PO,N#DI'S.*#YV-O#R M3-85VKJV?M-Y8JDT:)W^>Z#00Y7;RNN&8GH;A/*FC_?RS=I=57A3ZH""2UB[ M,?E^46VZY?+,%L(>]W_6>V8#G9GT\"OJ((;1%E2J%$_KW%'W?E59>NK"&_*/ M4TT4:[A3)_=:UV>4\:9R57<]S]JC?W=4UY@&J`LX&^8ENV1>W[S01(66S84` MI[AQ2LBHKL-K>Q2\^M>I08C^'3A]DEX(9.GE;O?I#,O#W+=`BG$(_!&*=&5= M5W3=*H=3-3'V%IN@@^ MLA`R3JI6,][L'YU",*@J-2]UE[EBC2ENVR/=RJ!MP4`_S)A&V%&JYOMX&!6Q M.>L3:I\K(6TI!%R#W*]3T8]2'>(P3-?N'2YP6>J<.AHH.XJS_-DAL*D'OC]W MAAO?U."N:($<0205+?C>5-;SPJ2;+`M3$JK'"?$)[Z7&>Q%XK^N;(ZIDZ[A@ M5?7K2#WC7GI&>OS1K5Q)6JX3`.3H>ZPMU/I/>F0!QK,)*='0D2& MQ\F'R@]HRNC&=XD\P[P:'A6891&5$D+%=^QNM. M2"H+.`3V%!\1)\T;(!!)<[7#(0@:V2STN1F&U?`=HFG]0*E1:N;5:'BW33>Q MQ-O.XNT*`S1G=^RZRE')KA"V9'0Y*#^^3?TP"8-'^6:WC^=%-/-[J*70>")A MC1[T"?L'3]7;X#_3:]=C%P21B$3RSA"Y7J1O*W:J-K2D-/#E#('2[<(,'X_H M9/@H*=5I5S'?^]J9IDGT9`]+41%LQ9+_-9UKEZ\UI1.`QQ20G"]&?N/[BI7= MQ3OQZOV3(O=:&P?LLFWR?(YHIT39"U*G=.OX[K5FAN4V`*]5?2BFEB=DE2OT M.71VSA4AL0J1;^V?A2A9<*(QF_PPR7;P>?;;?#/HI_/ M?@.W%SPZ%6^UMF=L:COUHZFM,_&84G9G8?*^*&4P%4KDO6&[0OLX;S+<9>I+ MT)ZU(Z<.PXV3;G.\=V,B.)M<)'\JRZ.DZ4<2U MVQUGO6RJO6S1MMT5T-6CMBD>I'<\@/2S!=)NLTW#.228AI%Z"_)[<6E&Y/GZ MMPN2&]I9I"FBW(@RASV_]=U;4Q$EG)C`#!`2"-UG_P<_?E944PHSVO)<.!BJ MV3_#0+@*4BGN#&8C@31C1R$VG`"]9J/;#&O#.YV@,LMY42A2<5*"FQ2J51JA M>&M<>9V!;5$MD+;Q6RUT:M%>*E8N$;CA_9__3X`A2)440H- M"F5N9'-T'1=+T5X=$=3=&%T M93P\+T=3,2`Q-34@,"!2/CX^/@UE;F1O8FH--S4@,"!O8FH\/"],96YG=&@@ M-3@W,2]&:6QT97(O1FQA=&5$96-O9&4^/G-TM+'MU521'DG>[]]??;SA#6?)Z"]S! M@$5RAL/A?/V&;W[^/53'8?5NMWJSVVD5JMUA%09^H%6`'X]TGBJ3^3I3NV^K M-W=#HLK!D@,UE.TJ4+N2_IY6GEKO_KW:!GX:)(G"-P@2M7N_HD$863:,@M#R M_E8<*Z43NT.'?AIEL4HR/]=92'OL[B"737%B:-,7[UVWWAH_]\8'_JKU-IDF ME9VU,EE#A/:>[%K95WM>KD>[<"C*NJG'9SLI9(NPJ(N\L>J_K6&%V%.-G.R8 M52D+,A_7(=B*VI$/;E2P(C(K>587C3HM%.T/(L^=Z`XJJ^FHQ\6.F_)9C6'C MI/?TT=Y20,U,]?(&PWH;XIZUG%^/[@;'%W8YSW;`ZO_:_8H(V(9^:,)T\KAF MYX6IR=EYW4&-:^,G'N2$?H:==YC&I!Q-<:X&\<2SHGU>1]#\QW7JI]Z@RF)X MV*BBW:M]-91];06=6!Y/NG90.**L>EXM<,M<:"T+5=5CU3)UL%KKR#:/]5_RQ%\%)LEAVPK17]Y6P].0>5B/SCL<*D:CN MZ6H1^!^*]E@-:AU/'"U+Y*7%(6+GK5-Y9FY.EDR210>2+'?6O]:P`1O66,/R M]_G'0?554XRUL,GZP`H_\(Q"9=JJGNI1UE4]#NKNPR?EQ.WGZY\^^6H=8D9_ M;P>*'&MMXX=YF%RL/25XJ!/6F7/XT)5GN+QK$8-G&&CLGHI^KPYG*R:DFZ?I MS&F3F%#$(`1@)N^AZM7`P[YJCVZQK>V@/:KN5/4%+_-:UQ:-'8BU#<8ZOV'M M1.(DR3,^D@V1L"$2KDQ2!"@6P>K)I+03*@'K+;GYQ,N5798ZD$@=R":Y9;51 M;FDNC2?'N0QAJ^9L5!C@D/LY7U-7C_/Y("E.$3T-$4#P-%+T$LH*C9N+7%&BMHS[^1DS+6[N7)I.-$%AQ#0L/18D%5E`^J./;51&U'7RD6 MC(XGXXY'L"ME[+KJ9RZ-$;.%E/!2=XP4`0HETNDME7^@5:>&B@$@Y?*="M@E M#'8I@]WTJ2TG\\L2XQ1DV?M8X!,!0N`]P(^VY&&UULBR`?ZD-KN>T$P]H3`M=R#"1$8C2X4<-;"8L^P"P/!H;+BM//)4Z(55K'>;Q[6& M+2JG`M=E`Z.1[Z7J&4EE&MGX#;G>752@2]O@+L4KFO6^F=1H7X^+TZC9R)Y.5>F6"C M=!!$Z.M&!,^S&E%*)4XS'42S1B&:3G)]P@APKXH#M-^H7W_[V/7'HE5W#\7@ M>H08W<5%0.($!-F\TWA7M']NY!4!XT!]]=`U>Q):0IXT`?&+)L"]9+@DI9+_ M]FZQ]77F_5DAC/=]\417M]*K)VM9Q-OE_6'KJ=4X\2,3AK.N1D]/)L/EZ%0\ MJWWWU%I;G;H>:-!2F2/AY_94U'O,#C55+4C321[?L"":)%:6XKKIBA:/A0+H M7,%=^)+HPMXC\[IS.RI7.[8&H4EV7%HAS:2[+\JR/Z.YK5NXI!I09]=I:B/3 M?GXA&\#-M@/?6)7YVM'5M:="GV:9ZV.E>I\H/.EE],S-Q'U5=HNR;\6R_YQ= MX%(^)_7S))J?8]PY1@Q2#1OIR'H(1K]9`%O*JGXL[H%\0!ET;&-W49TL8O)8 MOXB+?'*<%*?"UE,S&52<=>IK%.\3Q%+EO#8@JYVSZ(O:4U2$'!7\**H>B^9< M('JIQ2B[I@$,4'04#82U:/(?J\&W>+9U(N=:7V&>Y#<12RFXDN`[7/[0-18N M^-\"F@&&VQEZZN&,VQIN0XU%%4TUB.G_07G8\W"@_MZ.9"M=?FK(W2J]ZGC^ MP`?UW?GXL%RJEE/>:!]>:,<5_-8S7:)BN553))`)J1*I@].MX-LI@C%@:]$/ M_^"%J0"^[!,B[A,B+EZ0KRT\O7_1282QKS4]A'R;Y9+O-O"_>)^MOL8&M490 M]^I#NX=I$)I!'B.5=@]H:-0+ML'Q27,CVFS=85:?/''':5L1X:$H,Y+"ZB,* M#)P69;$7;R9!3FDTI$EF+DK;P-!377%22$A*>11Y&T(-UW=?5)+:M%U9`NKA)G"0SV]]IL38@W0)Q=&\B(??(XD33F M$+DRBPY\G:$!O%S&*F_#:AD7B:#(Q.FQO*O[P?H78:AM.>;3\8:/_[`C%1$/ MF;K^#F6[TI%&#*J84AT]+O(/_WX4H9ZMH'$<^;BN4'7N1\FK'X`$UT>2!U%9MYC(4)-H1OZT>5A%R)IFMN#D?T?`\ M<_1F]<=/JIW$B!X9LF6FR.=)AXD>S,T3X`D`PYH^J8[/4:U21^/%$S M/Y_;+HI0P"YVCZ^VIODL%A`IX9SZ;D>1F7!D`D`19?C909B%Y/PX1!^)2/VV M"BR-HL]F9#9E<^12Q!Z_MB^?AZWH=$]4DZ%J25ZBV+:3* MFLXP7.>74Z19X-V)IW%-M]V6;>!>3F)IE,+8YG56?GK(800349S?@DEDH8LO M&#E249[[6B&28;^4(@-&_`.1`3,NC7=A1Q3!=J0*R_M\BSFASX7;%B<]W3R6 M]N67-16YEF$/74IW'@!K@ZL7_Z>F64:,E[,O)H"Y9CK/<`)*:2N!1R&RQ*@H M1>0Y[<-D$@.]J4_PT!"M(P;MU'8.%M8,/3XC>FHM:S;\EJ?HOZ\@)&,$_0$N M!B;`E[!K`)^G:?YU?5VXXRLDL?ORQ.V*O##>Y)&>;8Q<(FCS"GQ9&0!_%F&\ M:).9!*\+2'NI`%7/N0)63,IPFE@@LFGS`V5&S(GQ4JTY>J7H<*_Z?>NIGXL: M7=02C%#!C(G-U2TLYGEPSQ*4DBM364V9=_NB^`K^"?$&?Y-*_\EOMIV',>-Z*_P(<'*@=LQ)5D7 MY"F93)`$P.K4 MX="F)8;Z)_B\_OE]:/5OQ)?JGP_`]J4#04)7/Z$`S>!'!6'C@M-+MN%TSVL-3-EF0/-#M M/%U,+-'C($TBE(59ZNY@TWEN%K0*/ABE9);#0+`XG4H#EM5PG69AWFZ9OSPULC2R?N'`8F:]#= M-X?&)(JO#QVOX^07'QHBEN[\9W1;1;$8512+046Q&-04 M2U95%(M11;'D.#<5RZ:8F(IB,3A5+-\SM&F)4;$8OU(LV8>J6`.^J%@2`$6Q M%%04BU%%L23NBF(-3+E3L;;T5GECU.UHU+>B6'\&)P8NO2L;-%_PB]OUQ>U- MUMZGO-V=3SH4M*\DWN?5*XWB;;]RW:U$M9M70=[\)O M;-;";)W;].M$(()SY9H&,*A(@'RYK``,+@L`8\OYSYB2_K+BI[[L0LO\`5Y*?#GZ M3OJ!&;.%6-9H1J/./CW"8:AE7C&6(SFG''T*3Y)S1CULU9QGO0:>;Q99[QX36B+:.> M:81J5..8:USS+)F1[2[]BKGN*/PB5.47?ZOQBU"-7P1J_")0Y1>OJO&+4(U? M?)S;_*)0:@0C<,8PZ1G:M,2$8D*Y.<=X'SK'/+[,,0Z`QK%EU'.,4(UC''>- M8YXI]YF8*`OQ$MZ:F-"_NKR'^7@XN+(W36T^_O#9'-H&GEHAE&7#A7B+UV"3 M-,52SN9GF,*F4LL-/)YM-[N`7W$6VF?N+JB;'G%V&"6?]*L0'91YX.4> M?\>;BXYU4(O%04B4!$@PA3](4R3'UY141\"%?'A<]S4GEV"TRK:P^!4>WS/T,851NEA M^$IZ>!>J\GAX47CXZ(KN+(,B.P0JJL/15D3',^,=$[6+Z+(T$^5AA6"$J@SC M;S6*$:IQC$"-9`2J+.-5-9H1JO&,CW.;:!A6C6>(S6C&'4.3YI_0C%DW9QGO M0:>9QY=YQH?7B+:,>J81JE&-8ZYQS;/DJTW4CDJ=RB]"57[QMQJ_"-7X1:#& M+P)5?O&J&K\(U?C%Q[G-+PJE1C`"9PR3GJ%-2TPH)I2;_K% M[?KB]J8YN[:8]C;U_]4SY;_(,UF([:_V3-$W]TQ@2O.O]$PVVNQ4R2%04QS^ M4A$<`A6](4R1&\(TM>$5%;$A4-$:/L=-J<%\5CT3@U.I\3U#&U<8E8;A*Z7A M7:A"X^%%G>&C*S*S#(K*$*B(#$=;T1C/C'<\$XS8WO!,'E8(1JC*,/Y6HQBA M&L<(U$A&H,HR7E6C&:$:S_@XMXF&8=5XAMB,9MPQ-&G^"(UHRZAG&J$:U3CF&M<\2[[:,UFJ;"J_"%7YQ=]J_")4XQ>!&K\(5/G% MJVK\(E3C%Q_G-K\HE!K!")PQ3'J&-BTQH9A0;LXQWH?.,8\O"0*''-A=^:7!1P1D/-@*17:T0CLNT-`E3NA'K.\I^!S0 MQJ"G_X]0LJ'DYZ0H>V9GBN9`%.AYK^$_# MZW&C@`GY`[8X#W[;\YM(PW#<#/7["C\+@Z%I3E/S[0@'E*(40;^0$[2?$_:"! M+1FZ[)WIW!?@%K=E$,^"01$2A4$'SC(-^.19('\>CPV8\7>^&2^)3C.YI(?I MH6R&CPBZ+]@C[K@\7?C'GO^X%7Q@X%UA0>Y\3UF#RPI(_PFBKZ2":0#AQ7U M[#C8U1WY]V4ZY8,,D!E>\$\XG:@4I.MA]RM/5?S[XDZGL67QG!*>Q<"*,BR#\EP"\XR<2?MD+=I:7MG7[/_`F M`#HV+YCBZW%8/V"RUZ[!QFQ]Y/6X]6+\9'J@SLVI(X]3)A%&C'215+$S+Q60 M$XM;!27-](V!G<-&+R7\C4$(MJ,^6#\GER`,EB\GKP;J1=VA"H+T M7>C*6U>PT+N:(]3?IX&-PP-ZGF)%QS,JXY6%X.S:6==9F?+X7T3"B< M>0IG1&&[OI[GPUB2I:QF[#$2\1AQ@)J`UH*'?J2B\&DM39FHE<5X]N:,!>SO M&_,#^(BB6[-@[O'/7T$;9"QK&XPBLK#W2M+T6EULD@G__&R8ZA_0JF#>8LZA MCZA?OULE-.V'3["[0]/*`"22IV,8ICO1&S]Y+L8"Q*G`VYA,3@D=$4<+832Y MI_AM%8=-BK[V35^<,/Z_L5LCM1-R!50/JAJH0GDLZF>\OQ;3!U*YKYY.7KI" M<,11EE^'8N`44197Z9BIS)"BGQ!G+\X#VMW&&/0S8\<:LXM#@QDX'8#5@QDF&S'_^-N?B!R?8'#P3W9W9U[ETIGPMVMS+GBY M@F9X8LS-.#S=U694IJM\%['RZAXF>FC,#$B%B%@V%:)N1 M5EP5(LAK*41381A\I/.>\L5A?&JS=X?B)99,@&X,7.B)II_ M]D-0C[F+__=2)7M65'OPA'#72)1SZ[Y4S?_:+ILR,-'X*G`` M;^`%2#&1I*$$TG!]Y_U8B+ICT="T\W5F7EX0ZET([M^5%ZR+*XU2RF MHRR>]%N3^(8D;D3'PI@2)GQ=S?F)T>+:/"8GVR)M9B=K]6=VUHJ;(YRU.A=- M[X_#&]R$?]L*#0IE;F1S=')E86T-96YD;V)J#30"&W!@P`,$09P'#M62F)5)F:1F=OSU.75IDI)FD84`\=K5 MQ:ISJDY]_/O/D=F/=W]^NOOX]!2;R#SM[J(P"&,3XB=G<568I`SBTCS]>O?Q M<:IX;^7N\\XS_]]VX3!D68YP;',,S-TU_NZ"1*^36$4C/!WF/_JQ_%0>*= M_$T<1%[=O7WPBR#U1IC51WKH.S-.??/9U)/Q<^\^@VTZ.=F!#N.AAB\XV?5\ M'0?\5!>WQV,+`^SAQKFXB8(H+XHY2I$X&H6E>LHVQ\#X45@$I>>.3X?63X+, M&_T(]S:Y5P]#W>TM[Y5YUH_P4C?Q._R\&6PMEW9K:O-L.[L3$XT1>"KV<^^,&`RVZ8MQ-/Y=QG//%3?3C79+;PM+2J\C5QU M$IGZ))<3_]=^[!WY+/`!X1@[9%50N0,AD%8]+DX4DN&"`$17`)"?(N'F0%^O MS_I!S,M6OR,TD[?;F M=![$>AX46;HF>*[68Q0>R7@_VO&!4T4DIRQX_;;=M8ULW.^(_'!?JHB@"'N2 MJ6M2)FH\TBHTV-_.$L?A.LC?EJ*9?86P;WFR8E_![!-6%OQ@,QK]M2\;GR#G?.W8Q)!<8U,JFB7>*5ZA;0OGO?XK=\LH/4QK4`;@9Y MD4E(MZT`WP!A^##DW![M4$]V^RTP+4B"YTEJLIK:(6QZXH$,L'6>*8^5'K'"67? M7'%Q:;-T:]4CPRRMEAXYDY1*B,`_0O%B`B`"HWVQW>;-UL,B9"FB[J21ES#^?!/ M?T/]_4!QCCW;W?B!#QWL]MP@5,_VV+^:*XO2$@&:I%H7(2=Q4LUEWSTLF7C% M0L*=1)!:ET8PI0A>>?A]9VP+KP:#NFP?7)/3':\#D,_22B%`WT/DP>I.H$]Q M-/"?DH6OG$MB#:&0>%\XJ1X#+^5NYIFCW0.]9.4;4.BJ.SJNEO=/U/@)S,=5 M0^>JNV[M5OLC4MV17!C/S]`-H@$ZU1.D92IOJWTMIS7[P=IYG=R%$()V>X`R M>5!HD]J023Z"*#-APY#LM_UN?LCV0RS^<.VN*!VI1V0/ALJ:_ MK=W59UDAEJ2X;D4+7ADG=0B`\#9U' MC1,VT2ZFH3]^QTZ-XI7KOR&D]`J)OU%11G[&]KT9T5:T>OGT8::*0BP8; MJ'US]2&+O>;2GOOV24^LKIC,5G>"412"7P@>V^4+493<4EUA]:EY5M=\&EH6 MXJ]97J::E"LR-T+V?E0&[PD,?$H!ZJZY_P_[:O[5#Y_-SRKI,5G]]8L`_!?? MO`JB,67E"3)7)BSW^<`J'&`7X]`%@R41BEO/.B6\TB;`L^T<&U<;NZ$LY_I7 M(:UNMB#IL[A,K%IDU-K`*BJN6T;Q/%T"]JCXD*!C^XQ1WV.H2Q;^/$@S*JEB1_#K.+6G(S7VYS>U7PJ=;@5RE!:K M'F&/4,,OD%=G+OK/ENN=<'X2WWG^=`6K>F=JC?)2%9>V[_IT&GII*2C)%.$4 M>#N^F?LRB(W>EL;\H!)-G"Y6JIZ4T`D[H[Z/J@!?);\DG459>K4:6"2/6Q,&UW&J[B>IJR\BN92JA>4^__U*%NN):E"HH9A$QV`9]DE3^ M:)Y[>%LC:2K,3GUG74#")*O>T6!%J1[C8Y'O4]UN-V@$37UJ)W(?F*_-+,EG M]97`O9OAZ-K'W>`1ZJ<4DTY=1QM\QWI>VDV+@!9%;\G&HM8'4;:BHCK M`!^X#J!V$SC(SN*TBY3&>%A4Z<4&3K(5ZOW4_BY1[?H.TNMP.^[.F(C*['94 MG-NA&T)>K*@M*;@<%AD]WPE",*OQJ(K60+Z9$@Q].+0=^.;&(K8*7-6L+DE! MXUO`;B<'.'F+R6+VM'1B=8G95PD<71-XUH;4R;/XDB1?T8JN%(&MR\32U,/P MYD,007ZEU#E>,#FF4N!HV&#EF$H%IFM2@SA"I6`T]#6JZQ=DS$UDR$UIR$W9 MM`ZX6SH7K.!$5!W;PP(@@O>X;+:%)HS]"LKPDYW7W)LKD0(FGP6=+,LJ]2B.6'5YDP-!6#9UB(<2\K;[B$Z<2TI+N MD@P,Q`O(OEIJ;YP$<;Z>9F>:AH7Z>5:"LGIG^HSGFF07P5YI=LG!0T\\P$0T MWM#337HISWF.-MN9URZNZM9UG75UVTU(9W2]958AB8AKG39+V94F1QJD^,[- M)$`I(-G;RZNJKTYR14E(X?8'O\#+HUI%!(EYB*!$!E^_5DMQ%L11EK\S@N:9 M:KQ#C,R M@FFD+LA(ZC*)B.DGB*U>;)D?^?,H1S'>'="I?D(1`B(Y[O:+'1HU9%W45X[T M)[DAKV#!?J@[N24FMU?;7:[G7"!5/4MY<:7F=0-)Q]RK7(6.'E:2G6?,A17K MZJOH^1_E5=/;MA%$[_T5BZ!`)$!R15(4Q6.BN&V"Q#$0]5#D1).41(0Q%5)T MZG_?-U\45\X'M[%IAMP5=&8I77K:^6U*$]40TPH'@+Q2`0HA11 M#N)N"?).GD+VT/`E:VWXOM%>T84$K&Y3/S?H'B[Z)JJQ6*YY;2W844928^'$ M%9DL$HN%>]/?ERY1<@$>Q%`RPRF34!T3`MJ$8L]O&0_8ZO`M+=4C11,QTF`.@&EH/8: MR&^DKG1E5]*747T?!GV(&Y$8S#T9&T1:UIDJ8$A6-#N""D#?UH5,?H1#DJ9"?:DJEE9,(45]'VU9Z+;V\ MZ91!`/I9I]NHM8P^!9,[&=53X2]H?9W6GBA/=(<:C:OSUX\.<(/FZ%];]LD" M.,)#)28)\0>%8N3C]7\YH&J/(BD*P6X?QY6Y+$>@67F<,S8?W%?#1+[44:X% MIK)8';@CWUS$ZIQ5]XX_T)]1RW(@%DB(IA-*$3V/@C$19EO]0(3]L=TN'?;? M_<90N7#X@02/L)2*Z+-ZF`[2DNMILGG_[MWK[;OKF^T']^+FE=N\O]F^OOGK M^F;S^OJ#&0[5,-:I;7XB\XM8S7_#G_6P+%W;,CQA69A"L"TI7)\OA2KW@9/W MNUV5`QO>-AE@XZ=NA&LD<#BR9_656,6"6J9S$D0JZX,T36=G.J1[9<8+":[= M'FT`JICPLV8/<$/CWA&S!+275_%ZL1Y!160;1U;8VEZF(J\3E=[*]TW0?Y*TG>C:B0F6H$N8H(Z$Z&#PJ#DH9_4@#N;%< M:M6`=YQ9)_SWUL/6[@X&H:2;_NA4&%"=K4P75$135 M@;W&:C=`J)35P;WJPII';BP*6XW.4']=U%F`NV);*4RMBV_]+*\Y>R_[^TDGE'O6*5N MH8ZHT^@+<6>RJK!7NLO%X3U6MRXGM+O7Q"_D]T%^"O$+-HOR3@JD:;L9=`H_ M>T5V67(2/ZNHUM3,L=6=9%ZN16C[W.E#QA6*'J9S15\2Y'`WJ8WL>1NU3A\0 MH2.:J-&F#^8+OC:Z[U[>>4[8YIBF52[;BZU>"WU\9D49+"@4.$I>T7&3*6+' M8.;@13YD2I("5&)M\KQO*1&*'IL0^!.G\<-A"%NIGYI"P8B:)?_Q*ITA^DY( M*--45PM&((#]TV@O?QNOE%0HA8LTLE*B\F,VP^^#_'`I<5FB[^&'TA$O\S<$ MA`X$431F4RCX1BJ;'+I727XB04_H8!(Z!5?S\UNQTT=OR*>5YKGTBSZ'#[@ MT9@TX>J!JEL96:I'%X0PDMM:+KP\,A$([0_M5T0IA?]OD<'%"8SRK%H M1BO>98\NGFG.*6Y4#Y"95\[]K#@6B3JT7'-Q3+;@M)Y$4_U(8G00OJYA^D10 M1`!7]WG=%PA,!J)LNFY>E&06Q+Q,4F/37=;78&%(M*K#09`5RX0IE'^V9[$= MB-B.6&RW95Y6).H0?HA^(FX$EXY[5B*TR2BV1\OE#,EC+>+> M[W#Y\\9ZV$X0X:5]_32:-&ITQT-94>A`^EK$0#O;$T[RI&7=^!X>?8\>GXL. MD=%(C;C:7B(#]"%SO[2S+M/&JF[\G3M*GO=#8,80,:2,X>D;ZF*Q(14T*B%8 M6'**NE1ZCTQ=+J7$(@[Q2]+%`"4(XT\*)@%7._RG8ZQT4/*D-55+:4@CJQUM:Y8H>K`7K'3A+U5)UZG0:R1M]7/7!E+U!A9V4O4&%R96YT(#$T,"`P(%(O4F]T871E(#`O365D M:6%";WA;,"`P(#8Q,B`W.3)=+T-R;W!";WA;,"`P(#8Q,B`W.3)=+U)E M/D>J+YN[2&U*_#G?!6JQ^>_=?13F498I:*,H4YN?[["C$UH&O4C3VB_VX)19 MT0ZCPSQ9I2I;A:MB9:8]*>_1NECAGJ_!NE?M7@V+."R"X^)>AVG@E&MV;\R^ M&%8TZ!:@TRK8J;]&V_%WUZE%%L!N^-WSJKZT-75PSD11LL1.Z62'7?QG\_G. MF##+X9+1I&OA=8T3UK5:)&$<-*B`#I2,=MP^<[,;X2CLJ*8=J./4L>6IG>MZ M=;3/3C7N(%]YEUW`X8&LI_Y.G?D33Q[ES,]??H/Q*FAYW!ULHTC[>Z\^SF=Y M[B\1Y7R).#>:+_'Q:'NG/MCFF]JWG:I;$.&^#Z[IJ[;IU7"T`TG466@*N/ED MCR@645F6LBC0L:[5TT+#8\,==#",G5.[L:N:`PAR:E]U_:#`^O"@UDM-35;, MK)QXJ:E8N>/'A'>$1X372D.U@*]H4VG79=EV.SBDOBSE^K$)5R9*;J^OZ?KD MM^#V)-Z>3EW['8VK`U`]A@;-GY"E-9D_"6KJ7^`W#]0[G21+$,`NB1_H.6)R M21RV/.2!G0E0]?P[&'IKZ]FBIG2]LF`R]A58WSZ[;C>ZD&^U^>>K4,0IO)<1 MWXS\LSZBJVB)L>%Z/D62C;NL0$WL!!6?FI?`5!!F/+0']N#B^@B MQS>4%H."OW4[;BM9>^"F7FA8!A'3N=H.3A:I2>FKDIV3G0[5TUZ`+!PJ.U32 MEW6W^E=#KWHOI*)SO6ZR8O?B@*U(II7+F28^#-A'Y!&R1$+Y([H(!G$$P73" M/IHG"2XH/F'A@,RS?DT[3K,96JEXGZJH`>BI1*CJ:4,]TGQ%`UH3HHNG:/P, MW=*WFR-^K/H?[E-53]>#\Z';CU>E(7!I&=D0L,ZJ9J;F6=5N($R9Q?Q2:>A:#@O$DR00[('9!QP(]-DI(IN=U``E*6D@JXW-@, M:+*J@02UIN<`[9+-^J'Q2&@`.6U4BKJH3Y*6R.MD:GGOG M(UZ'16KTJ[1I)FT%,,J11&;!B"\/T01!`)GR)<"1AE!;%:W"%0V,^E+@#T09+-.G1G08G(+N%&\41O\LK M(ZX!>LD(N-+AL]@]>H]P!3GY]M(3H[('O@%`8V!]": M3)_R=5$^2G< MD&:+2[L>$POR,IJ!KJN>[;;&>0HW("_PEJ3K->U[3&?\`8'NV=8C1BVFD+*M M:\RB8'!;@U$:BCE(?8K+$E-`D0'T9&Z#M_F25SR.,G&:S9&3\6GL2G2\'8V$ MPA@VE"%#<++9D7U#VI::*Z+>1 M3=TWQY\1IZF#&?%FC^BB=I;/6"XBRI43IS?!"Z&\W%&?KR:ZO3-IC)Q^J5JJ M%P$2S4_7PO%&T1>)TG/)/!4Z#Q([Y?@Q"-/[KCV(^>AA`0V M(6\`V.Y9`CC94IV/7+7R+N>+TY7)9IYES*2%]ZRK$3(V0D9Z%'29C(Q0D!&` M!"Y2M.*[O#"3$7+@Y#_!Z:AN0A4H+"H"TIEZG7LAE0]JD)X`4]M=RU!2]`:6 MC)[B$KQL'.C6/3<02!5UFL--W<,A_'ZS62G8O[\#2D8I/U+=;0[N":"T]^+-))YJ$A(//10/U2=6 M.D^34#:ZB:\H(IB1(F9H?/SFPL4<0D738B:X9\?`NX(B/2I"0WYW\/VQY,Z( M3@'^MZ]HV,#ZBAT@YLKD"BW"UZ(L]6YX@$3,ET-JYHB:0:&7!/V_X`>0_0P9 MI%M"AD*$QP_DX`G7L;*AH\T4TN!0X`KXT$%I$1EDB7_J^.UBR=>F49((TWO\ M]%%QW68"2@C$@"FRB,)SU$8,NPG!%;>7?_1*%FQE>W60)"%+W.\DX&8OF(6V'AONCK2[-'Q M<1@O("IT[#,MN`:2B9>5R@-G;G'>F!.>)N=%V$'2W;F_Q@H=$EB0)RUIMIKS M`7%"G7I2[].IE+W<"@<"8G4FFQ&FV"L#SZ/LAV:(XDB2DRAJJ4C\7LEP9+UE M!!FY/R)E`XQ1[ONI[2&B)C)C\C1Y@Y;&D=0.[/-2W)`U%A@>U_)&IJ^52X&F MXH8(Q<0@-!LT1E<6IABE<3&G/I['&A_`%]08^$[/=&^BJSDPX/PM!FS$,E\-*Q(@HM$*=8/+7>VW$@,ZBD&-<>@ M!KI""9,(VAS(9X0,X#81N!6L):!-XA@A%X#VWI/7.8T-UK_\\O#KPWKS\,?O MCVK]^\_JST^_KC>??E9?UG]N'CX]DNR(KODF#_R?222)LGD2(<\+UD#@ZPJO MV/P?B2(NDEFBF%BX2OUH<.$8D$1&%>9,D;#%ZOQ.E!`^7V>^39$)7K\3!"%1MKXF[P>ZX& M`*YSJ\I7U+A"*/\"$>.+&LS^>7Y#R`'D5@)D7VPW-."F?S->;3MN(T?T/5_1 M#P9,`1I!XD6D'KU.%KN&%PB2^8$>B;I@!9%NDC.>?'VJZE2U2,I.]D54WZJK MNZM.G;-T7U?_7`F#UN7_(KWC!X9-N$TL=9ON'D-^LTO5;3+"T/+[;;_"/T`L M2]$0C?'U7OI+;>A5;@E,U@](RSH*1AT)/:%EI$;#I>LU_ZJL&K/ZPM9M-'>: M]DP5]@B1Q9<2ZJ MG4@>^4@RR_V)1Q6N80L"6"D!)!:B*1,'L%&]V.C1[3\N:XMS5^H#2S\BD5Y- MT)W%?YCM#D.M"]4-KC^>?_2LIQN^1SV(MY4TY5#OK^,3PX*4L$D/U-#(N[L: MFI8QPB1<]\!$*^=:L):7;]`^,FP0_VC1#&A.!_F5M.>&CQ>!=W5>VP=\Z&HG MTW0SW?K:7[3_I-/Y-?%7$/(8=#D#&B4>K.'^"LQ:-&"2.-2,WG>:?QX]\2?!&Y2V3$K;>^3N M@V"C4Q(]EBBW+WP(>INDHR)"P.NLOI)F!S]"_ALB=&P3&CO.P! MW9$3(@DUDCY-1///7'64X3`)I$VER/A(05=)(3E9`Q8I0 ML9I&R(P*A7BCA1KFW^JK M#.&72_1^Z'1/78UP^:&+2Z<;P[T]K`R'Z(Z:\MJ!<0)7&ZAU>VLWKTSE2$ZB M^]4,+5UHQH[>SSLI`2JDTG2GY&Q/1$\)&H"[!'"7N(3]&8WZB+OV+VA?%QLI M`DQVTE(J/;[/MD"%Y:7GV.$0D?"M]&X#1B4V>*QO\$?G/AW,RN6$?^H;1=O$ MO[G/ZIZ:O5Q)FZEE=[STB%$VXPYW>_,]J*:0D#2+?ZJI/EX%#>M,.]+<"SZ> MOW:V\R34HUQ:IP::)WXLVKX6?=%+0^*9UNH8\7TO=(Y&;B?*3R,])9$>'4"3 MZC/K0%@YPXJ_&<$I476H*_@7+./J0WFIPWZ1)K?A2'`J@P-[I.E2:KJ4FBYE MLN+SI\G_K;:*M5FZ&VFLEE(F3_8$<@QU.<>JHB@U>*=,]LDI*24G2?5Z'@J\ M:7.3[<.?M4X]TEPJ!RI@,=UJD`1H)R*EI#M!K<\)/ M)B"WY/O<$$@KK59>-"52]F!;?;"M/MB4YMVEB_@]>H&GB2S,C/P(=&5\)\S+ M;OA<>FV'B_:<\)&;;W7,^.Z/YNCZH])C1C!N4X8'K],[RM;+=-^.CYIRN>IT M8,_4X*"&WRYFQ]GK9"5!TXB!%;%2%,K`!/^*'U($T80`^AU(`O7TBHL%<+%0 MJB(F'L@*]0I=B;R11K6/N.9^*U1SPC`T#YC&1/_N8T6+=#^,OFX MJ.BA.O?+?:(/!X;"OV.;4.]ALR&2=2;^(>$K'>HRAR]_\0NS#D,W6)Q[14Q> MSSETM=%4NZ1YJ*\5#2^2%[=#W9+"%6CF"'N5S5,NN1QQ'MV8V]P$Y0;,P`AC M1)'HZO^MU)Y46@A33BNM'9\Z%J8L_9XXWT+/LC5'@F2:('1$KQ$FB2%I$B$)@ M4N+'-.4_%':AML4#81G^3HE--,`6PXP:=4/;-D&7';&FQAZ4/Y0EOA]M2'%( MP;8KI`[*ATG(BS(;70;+>KZ34P-N@;(9^10FZ(WK;'\RTHY&[Z_]^[2.0G.`RM,$7QE(GBJ*C83Q?N` M#H:DA15"2:ILE`',L5V,4LDK(^KOPLU&&?!Y*@0>DLCWD6V[V3Y<1A-=_EWS M0U)";8'7.VU-L?K;)44TW8Q?H8?*2Z0X^OX;I?4@HJIOT7@NF0'8$SGSJ^*H;36[X M8S<3@I6^6F6O1O2:%U3`0:IQ822P*I1PI9"=XD\E^-/77IRC?A$^.I.OGKK, MJ,HG8J1F":A6V>-7\?&K1.W96G7AG0[!D.$'M(,-]-C*O9DA[8\0Z]2N$"TJ M>O4WM(>QJ^UD;[/1.^VP:[%^FZ#]VI(\G=W82/VME?2NLS(UB4%P1\3O)'=' M$O!0'R@&LD)B0#Z,4_$D].B$HY+PQ6I;I=L1I\G-N.)YUZ"\,PT7]10$1#@F M^R:02."_!"#T>ZO?G%G-MD4VLKHQJ\8#V(;89:T&25@P^6(FOA.WY<-N>QUM MAEM/I.-B5"/;K-9Y^:AK5"ANBD*/("5H:\HE!P!S.08_$]6%+M%_+?Z#6^FR M=@C=X$5),@VR^6YB[JX3@QCJ'*BG2 M]3J7W>A/MN3,:9E)\ABFOJKL',O4%:$3MOK'\]_^.P"W=`(D"@T*96YD7!E+U!A M9V4O4&%R96YT(#$T,"`P(%(O4F]T871E(#`O365D:6%";WA;,"`P(#8Q,B`W M.3)=+T-R;W!";WA;,"`P(#8Q,B`W.3)=+U)EB]^,XVP,D,Y@!`L2WQ1YHB;:U\$@**77'_W[K15MR=P,Y#`Q8 M(BD6B^177WWUZ?.W6!W=P[]W#Y]VNT3%:G=XB*,P2E0$/WY+ZE*E59A4:O?W MPZ;%@^$MK*H]\+^E:4Y75'N>RH2BO>D?D^HYDZ&.F@ZL#T$[45 M=_?/OF.PW&,V"6S/J78V2D;0`SABYS\TJCGSJYNM<6KN6V/EXQ-_;/`J]K.3 M5?@"LC`KZ\7YIQX]WEGGU(B62[C+4&W*$@^#'QY8<18.#7NF>A?R4RQ`[L9[=SR,<`H/V30'S=[OCAMBAU!?U*E-6_@C'>D M)CB#+.B<.@_X`K??T4N/?\IJ'L<3HQ?-_1-]HT;\G_$/D)?"CAPUS.N!AF>[ MCN8?:;:&2QH6W^@C3S[HICMWTV6KM%/=Y.`S\,/0Z&63`!J<=P#N[_1LM>#4A;QV7(15D:1OP"DM8O9";5*,RM][/!<#`:SY<@WNF%\Q MO.$&G&ZXS4`9^JV,GP1$ZV9WF]L^"C&4@2!PM+B55=?PTL-UN^&\!.;]"N`Z#=]%_=1R5N/$^1S8K(!T&745SV.<.,`[F[J#`:U[>!<<>@PS'8Z MJ>\SN`_.#0=UZ!S':0)GF"\"-9+[C>-,(K4!!"11E&[52P=&5DOQ[:QL^.FY M9`GQ9F\:Y&^\_@Y8)PO$M2??"W!+,;0_;@K`CI-#2#.@C+A^E_QP70Y'Q@X1 M6M\*95G@T$?$N*7GBK4$?S1P7G)?LT(F7@=\80X'TRS[GZ_S% M6SJQ4$`I#Z2U*Z]BPG7+T&`N5LT@Y#WR`N?%H*=UWJ2$R#T7?QF\*^#Z-V.? M>9&&*;5:SP8PO"R=$"OKB/>)/ZXR/FNX?3O\Z"0=ZPWFK,F<+RHIMX`@Y1!H M@#IC)@8(:(0\CQD@$*J`OQ?X@#.?&S7XIB<%*7UI."/#0.1&27OHQ5P9UEET M-7>"A9'@T.P'8.A8C1B`[`,QW##!3<287F).+H*M.$SK/'F%+1%'<9Y+!&AR MH`+Y0L=6\26/NJ,&A7C!?7LD@2RXHJWB$P7\T.E+R!>!&!RYQ0D-$\)LW:S] M(OR0&>K.W'2]S#BP8L[A$:R^8P^1=5/6*16I+3A^YP^;.L6`)G-+TSQ'W/N0 M)W2_&$]W[AS8CG4KWV78&O-6#N'#)5(2,#JF)@8V\`Y'%(12%MX,X%P6M]Z< M5[.>L3`)](.X@%BXY@._+90.W+:<#:I@^X^,K:<'!C$RFH$#_@A//Z3[2P#8GM'NO>'RBB=(D]HD&E09DLZ]?GCZKWWMN M/?/#;*+`3;!Z)`T9GBB*G3K(9`L)^L^9W_?\N-`V/SK2`%K&K%X9(`%%ZT#* MX#=9:^26__RB9'B\^87TT(KOG7RG?M/GLW9;M3,_Q`+N8*LV.4L8[/(N=&=D M$N\"D!6TSK*.:+[%YVP"8XQ>&O^EPSH"8.-=>5-7%3ZC&6TY`"Z$!2_BA:'O M6'_5Y"\MK]:J982]%V"8JY;5S=,-[R#D9(*DE1%CZ@^)2!`095P5"ZS[?422 M+40L("7JGA/R%VW))DI.,"1?$%]+ODC+>"GW_.'DM1S.T8#*\OZ/?G^]4`C@ MD_S_C$=0>Z"G!11+=?6NH$J3W//'LR$H8W@;DJS]A%HT3KE0X.=7:QK3>HT% M8MR:CYN2"BJX5:U1"T-_T579=3:@`RJKM4@I16D@X+:":HZ*&C8'C<5JM MA5::2D';]2`$M>*Z!-%JK!=5L!:CQT[F8]@BMK%0(NJG349(Z'ZZ\L4KE3?1K?I+ M_+80+;@M9X#W,KAL@SY@L=-RFRL]'""BREBW@2Y!I[%%-2`\+T!XG;SC);OI MVES8(*J5F53HY8%8'=?KP\%>IU\K6=K&/=Z]PL^RTE=PS4GW1[,2RQK"ZD(@ MJ`D$$%:-=J#_L=I@).5A667+-.>QG:6"[9^2/2'?(H15QK3(3Q1J/R.:-&L4 M-ZAASWE9A%D/<7.7MRV/'$]O)GEKO-![OBJ:'_S)C,4LT1?79K+U>^DH,(FK M*XE_G]$.J$4RC5";J*T.=I`NQ3WD)*)\%#]8OA4DWX"'(#6A`]PG1BC'H,`Z M4QM#OR7->S.^P:/RL*ZB*GM%U7$528*_H"HXS!-1,X0I0`YD]?Y,;2;L(_;J M:=$S]$Z!DC&L"4F6)%+BBK3Q?((BGO_L.6T,UXNM3 MX%HD8=2^,'L"X>!`U"'AX?%(014SJZ;!V0#)J':VGK@7M`9TD43U+9G%GJ,I MA?KLB8F3E(OCK;VKJ/_0#*S8@3951PT/+%?*-$=%O5U` M"RK>JDC25]"2NXJJ5,08N`X:TCG`R]`8TSKU`BRB9H0`!"E$KVJ'EUZU9D_U M3U12Y<)/.N="*IN,*QLZ@3S,$,:O\U64"*113+9J?WDW9Y&.]D=2)<4BD=^V MX;,6Z&VF%+@(25BY%#*GSMVR39*4^:LS6=81K`4(;WL#)&;4LK!UE,5%)J'( M3D2WU\%*5VG^@OL$0;="J0YDCB8+2VLKJ?8A6Q=*"Z$FXLN*F%H/8Z'T4_50 M^EX]]+AB^"06_/ZZ2J\8=H^8"2TGOIPT-BPAW2-W@AZ&C77K*2SCP55IMTR+J![4X7C"ON\YNX663YK\:5"3$HG8;7@LQ*HLJM!7OAH5Q*&B6F2;&H M(=$%7-I+A=8"40"K.ZZ[?(T'-/@+!7X:1K\0XF%0JCA\Y>H/"T1?L3E"5..Y M*J^3JXX#-^2NN;*]XGJ6)Q#D"))YC6_W#T`4:`0+7T@Z]T`5(A='[X.7B)SQ M*ER0(-O@@5S)=30-[!O(NZ/_9_0A#2#;80N#K81$$ETECP\'HH1K3"QU*?T_X^6RFR`0A>%]GV(63=2D(8X(,NNFFR[:C2\PPEA(+!@NJ;Y]SVT&4)MT M4Z",`YS+?[Z_PC&$SH5,BR!VWLC=`]8C+$*&2:`Z))3RX#OJ]OY(;[T7D%8: MN9+*WT)0>PMNMNO;2JI>8K9D*S7*PR\I;X\?1C M.P`5\&FG2MM)0V$M%4'?\5+VP]9#R*(5='ZB<]Y>[:A=0T[H"Z;E+9^0^G20 M/SS;7`H.C$A.QDX!N.3>]&[`G4Y]F?:>=RN[O`^G*Z$Y/AL.VJ0&@IQPK]'A MHU&,\@(#,M[M"FNJ<%-XWT4)5NOH<=;>XR0^\F&\;U@1T;M<%ZN4HL@^T\]L M-+TX*H6(/(Q)B(#L=$H*$"=Q?,]'.\]'[H=:@F*-?5%R5LZ1A`A>=ZW@H&,# M+D/%!@[PVM^SMJ>^UVC6>#F=Z6UR\XL1("("=WR!5_8#=<=25H@DMD%#9UIH M'PDDX`<&1D#!BW$YXX/6R;\56"^^,Q3A&4*L`38`0VSKK)JQQXQ:IB!26RPI M5"NH:E#\?OI@ON`=+E`DU12..%F`6L80=A,*WV(W*2F&ZEEO&%TQSY5G;`#O MP&ZMPRI7]LBMKD&M37IO/UB^('%$*(CM?=DVPU?YES13>H621PG.PFXTCI=! MP*G?#\[5T'Q=]557QRH',8@4%\K;_NE7@`$`##5(WPH-"F5N9'-T'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@ M,"!2/CX^/@UE;F1O8FH-.#<@,"!O8FH\/"],96YG=&@@-#4S-2]&:6QT97(O M1FQA=&5$96-O9&4^/G-T;S)MJ M.X$/29S8NA9%K@\\F;95.)*/DB[G_[XS.[O\IJ5SBT*`R.'LS,[.QV]FW[R_ MX>Q^-_G;Q38QA\$P2PY;G$WSARBV#MX2[M9_S^X+)Q$D('EN5 M:F;2.,U2X652A0N_1LN'@DWG)KK;/DYE;"/ZWT[G(!5]7SMJ<^^6K+;?IEP` M_43IBF54Y.6 MBJF(V.HA+^]!N]^?U+AM;MEA4_ M%E,TMMP_LT=GL)"Q,IQ#I@2#N0P&*TL&%_D.;-J#(O0W0_N=X]F9_^1LY+@% M4F@?/I__4@OM\T>VROV"-5+%'T3X;P5ZT41>]#8L/-`+)`F<&Q+%1-^+QT?R M]3S8WG"Y.X"W7QJ?GB!8%AA&!<'%4._=^]K]@]L%'.6^V!1E3HM<^N6W+LYA MV88>.Q(M\P$5Q1]/Q08]A>+;U8K\*V*9:4'^1>M$L$Y[ZPY/^6;U/-6T[78/ M2:BB!TB][5.!^RBW#_Y#">$>3B^7L1!6UWIYZA6+S)!B9\O:Y;1+?A&M'AUU MN(4*:#'8:KO9NP_^\\$_[[VKI8Z-`'SINMI4T/(U"O:BCFB[V;V%AZ^*6!BI M41@Q!&51C,`(-`L(%8,$,KQ6S"LP;DORAV[V.`9'#0%!:`] MXXFHU#<`#Y!3$7+"8H2\)-9&9%5(W"GF85^0^I@_,SUSLI"5UEAW<"LKL)3U M#@)-]+MX?#9T%A#)N*D*2U0`&Y``M['3N8;8SK`\L\I?AIN>L]M[2K?GQ7*B M$AV#84:C=YE(XC2%G96"G)_<3930,:2?YW(;2]7D*A$#[@=9`SG5Y!H;FXK+ M>9L+)NDD2UGWB1U'V;2AET/R--5F$IN69THPN&F2AJINB*KVIM0&#;G9QK@M M_-R+4$DLF8$368%]L-'_T/E9%6-0Z[P/;4<(""X`PB\1UKJ)!+CJ-G_>_3*= M:@`T7,'3%)]<6[!B?"&&K4Z`#&W'[=V+5?@B91*8^WDK!/# M'.#5,32=@BQ*HTLP1$8;0.?M80=(0J;)TTS#AI:&/1(3\E0X)(D6[]Y=?KA< M+"_.V=G5S?*&77XZ^_GZ^N+\K3-?05)ED-S)4.G-'3=U!:13(:MD%CX([#TA M;P-T`4"H&:QW>T"4]>\-;)W#7+"]*W:[]7;CA;9[1,O5=K??58>MRUTG1KI) MAPOK#03;?F@7K(PEHEN]2L5<2$(>SGYH8P@,6E*)OLYY6R>>'/:6[N0FJZ"C MZ@!8T.2"L_S)]T0XY2UTO=*=='78[6E<$M'\+O^U7*^PR[M#E\7=H?QUO7L` MNOCML'[RZV`JP6Q-9"(A*:R!T0HVA\SE5M432H@$;GZU6OD6-#>8RK5+"=#7 MK;8#V9Y*W1@7JG:;2%GWG1E;;U:/AUL4AH"!HKW3#QWAD<8)-)(G`#`1YQHG M0,F1S9/,;03`]MN$LS5S@""83B$C!/L62(,-B3TZ,AN@L:P=+6VL!FA2]SCY MQU_9!O;!'T)%2[L''TW0\Z6SK-X5>K%&>.0>&"O@\="L#:13`YIEEK7`.?"Y M1\*:KPR69\VWHLTG@/;\"J`K_@D0'60]1->J":0]NP+IBN]A.HBK[M8`U#VD MT2G3`.M85UUXKH;.A&<$'FRYQ9+HM>^!>EX-%[48+^JO$8?P_0`Y"(4)52-2 M.9QU=+PJZU2&9)UE7=HD>`FKLZQ'*UH_G'6D[7C6^77'L@[PQZK&0)#P=M9Y M?LBZFN^SKN)3UM5\GW7$K\>"P#\EZ[QL&`PJU3[KB%V/!H$?LLZ+J^[6?9<: MF`GZV3G@+!6GYB5G$7_<68$_YBS'?Z6S2';468[]@K-(O.*/2HC"KR:]K5],8?,$`G0Q,E[P:[;D?+J^GV'\O/BR6EW^_8,NKY>(#.W/?KJ8B M^@BW*QU]GN*4L_CTSP8'QJNWO2E&P33(1T"O$PL.]FG9"`7DB!4IW;7G0:U[;T?0/ZT[S&63(H,_JP9\'I[7N$F+\+K'Q-X!, M"149R#FXG,PUW0",GL'E9="9WN[*F;:=:+UK31K8X>;((DF&R:,T5GEG/%:VI(HBJ M]J9C.:0-CJS_E['_1=Q+]4QPT<>]-)MI.Y)T=-(JZ;1"LDZR+@UW0MZX:?;I MC-8/)QUI.YYT?MVQI-,"W3^6=)X[DG05=S#IB/N:I/.2PTE'S+&D\Z*=I.L[ MD>/J[K*^=^`B94>=0\P1WP3FH&L<\S6>(<%AQSC>F%](L%^++\_W2AJ\1G4' M_-6K!WRRHZH4F%MMHS`ZI-)QVBB++IFYQ<-%XC0=KQ%:=EJ3$ZHWV,]KX'!= MSE*76[Q[=_EA.I4&/<3.KF[\]QMV^>GLY^OKP&>+ M&[9@GSUY?>9?/OGEB_?^`[MZQVCZ2W"6Y`;:C,>S__6%8RZXA=1.(S:,@%*8 MT((>RJ)@7PYYN2_*'=MOV7F^+[H]Z4]UK+(A"U;[_,4"31WF9J5B.]L#`'<;YFCL$])[["J0/ MDH-0[YDC6!]$C_1`F0$RG=`#908S\;AS''/,-YXY[!I.,?WSGG&"(XY!WJA? MG.!I\ZB$S8P9``-;@8$.=YK+S:IXVJ^WFQH(YL+"#T$>7J4"%X0RQM*#@=)H MGG4KN8$,=7&J5&!;=[9_"Y2%.Q^4EDHEEEJ7A"NL5DB#4\P`[73U"K.I&FHW M&Z[+UI:P3+Q8EM7JOC-[Y\1TK,])5#B8-[Q#PKD:=[DN.7+*AF+)Z6XS<,KF MAI!.LM$]6J`9[/64-S"8T"&#@0207;)I;U-=%R-;RH^-]])"SS"CU>NY(^5; M<0?KE[C=`F[XT)>K7S=6.`T2A9PAB7)___[QU'G_$/47_,-\=RY)Q-M+,F[/99J-L.'AO7@%QI@LQEX\ MDV\,$],\G8Z]M"JH_#S9!BK81GT&;%/;_@:GR/=FA"@>&ZTSP^7PL55_'5JK MNBUX-4J67/'`-+B.&$GC*Z!W<#_,%PEWZVN@E2>"I%M[4L.I6YUMZ93]OHAU ML&^Z,RWL(@Y-T`ZJZMK!L1;(FJQ(08N_73)*+%AB60V]VI5'JUZM;=6V;LNF M_@_NN^V<^K!C,3K,T\A MG)<%MJQV[(.50:P*ET<7YBDA]=4%I<&JT#&+WR&\SX-RL<)!`>2LLJ#CLR/_ M628Y(@W";VFWGWX\3%@0M^(>/=HOIU^?:7NJFT:]\I'H',#5F3<*_,V+5HBU M+`X3RZ`7"O]FI$IIN@;JP" M\X`?7`^=7;2;8"C]RO]_XS^YM:%;NX[7#>1<.6!$\5[^6&2OGFP_E`<^@$U,R!B]/#Y\^ MPECZZ:/ZY].'AZ>7]X^?7AX?GF\JQ&VFHVRH\E[VC#GWZYC.M*]CZ'H]6D3# M3/!KYZ%S5CV7S0^U:LZ2%,&*6'+]FME:,N]E9Z'&HH_!NX-Z/?1UB^$# M2;ZKO^V:,^9TU=%#K_%Q`#1!:%/9R$*3%I>RD<4BU=7=DGUJ+?N MR!M(8JXZ>AW&!=3:JTCV/B05L9;*#17[M*L7T#B#"M*R"'88SQISC[;G!733 M@(MGV6)"P46(70'T[4MAML2\ZID$41U3V0&&ADZ8CL42BCC]H,_)5JT![L,0 M%\VDVUK2;>OSI)'%Z3:KL(CUDEF>A]^IOV0Z$&24/4]P:WF&- MQ%5>Y/"V&L.5U`.:+PBEZ`A;G$HHD:_`#R#NM2="ZY_@)C#X#>((FW1D+FR` M[Y)9>*?C=6CR>])T:MZBYL4;5`/0\`VJQ]NSU`1GI9&:T.!T187B=%]RDD]N MI*&BOC7%QA&-!S#MF+&DNCLN(L2J[.XW MYCV-<#>[J+UZD-!`-6>M:I%F!2I,%!N`FM/,4%2-)$A9*%T%VC@NQ=;TVE:. MN#C/P<[Y@&/:?+S=H=W>G[A^%FWSLB38[A`YUN:)$FIWB#)7S1(ET,0I\W%V MY\O\^BH_CS(V8EU`%;FT59X*(*;R5%I@$N;O0)!YQP]M@J\!%)&OBW?W0VX- M8U3V*R%GPN+&A/%A,!P$^"O4F(!&J%N1R2&:O@:&3+@Z`&PY/4C#F`]B""T, M3WQ-#030&@EKSB<,.>,?9/)Y+I+3=79U"DT)3^T81..HA!7=%WS<*Z!L\4VRO>7MN,,!,)9T/6VS@:5`QY;"! MQO@,^(.E4,LO@E<0%\=+_"S&OAZM:0KB?Q@(F7O'DNQT*V:B/P#-$XC9=@0A+L@CL?[(;QMP-1Y6MW&`3889O)X-XWP,Y;RN)1ZJ83VV#$@`L.UCE` M=[T<0@#O+.!/#+H&IPZ*>^M@ZA"XFA-\C@FNCD#U6#+X@VY1I'IFBHABPI6! MJ\M7=,I9U2VD$&:/(E0W[`#0PYM"84$EV60624@PH-"F5N9'-T'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@ M,"!2/CX^/@UE;F1O8FH-.3`@,"!O8FH\/"],96YG=&@@-#4P.2]&:6QT97(O M1FQA=&5$96-O9&4^/G-T49C)_W[4OE&5/3H%B,";%R^;FOJR]^.GOOR;F M[)_^LG_ZM-^G)C'[TU,2;^+4Q/B37KHK359MTLKLOSY]>O&%J3U/Q\;7W5-L M]C7]O#U%9K7_]],ZWI1Q41BT<5R8_0]/U$ER7H9>G/#:7^S9F2SA'6FR*?-J M:XIJ4^VJ=-ZSU3W%=D=[?HM^[,RI666;7>1KVW+'I'&OG\NDI23%[ERW;OJQRMJ2^]=\8:+WL'*ZU;I9LT.NNB@_7N:/K.]*>3 M&^3L[FP.4W>4\S%;]WK"04[057J<2)4QR-&E3M7WYFZU:1>K19/)K(JH/]&O M[I'?]0H6KB+1LY_6M>W6JW_M_P%?0%12E&6P8[Q3.R9I(79T=C370=3.HGYL M^L[+#7&=IC/CQ6&^Z0?S[NS`4I/MIBJJ#$X/4BN2^ENT,9`2\<\>V_P(0[IS M4\.^MH./#^YL.])^[.G77_JW(##)DG(AL`PA4E2BIKGVOAF;5V<&YZ=V]$$W M[^J^.QJ+__'2#$?#$M=9\GCU),C,MJ7(_,]DAQ$V2R(W>.B>;2F(I/G^>&QX M2A9(O^]@=NK(+]F[C"C@Z(L#+N.`RR7<,@JW#%-7^9)P*Z/O5D@AN/O2MPOA M1UTD:]0GM+N_5\$_F[>+?-2(BCRZ&/GJ1$`M0J^GCQ'#MM^#U]\ M\6?9\ZI;SQQ3L"$:TE\O,\BT%PU4'\NG>C'T_D_BL$*-NRO4N'#/:@U/PT74 MJIO8Y&Y@=R$4'(5==+U8WWC*+%KMNK$9G/D)K>OXC#3?Y#N-#D2"=]9CK?I? MG*YR)9K@]ZS4]0P]<4"<7:G:P88(<%,/B"G`!PD+`=:^AQ#:;HHL+S_$43K# M5Z9711(6`BU%!+^]R@",.G*'C5DI%&TE-JIYO7Q);*2(C1+>]\9;G7>KA#+< MBRC="]4](T"8]^;JAE,_Z";;U6YS<]`#+(O/\BP7]2E57RC8$K@5ZG"@&C@$ M'O.C[498Q#OWI<&%[)ROY:Y8Y&MP?Q;R%>E#4`+3DO?[Z[4?QJG#F/,&V=_V ML#\.\$AD#CL66V[B*JL68K-@:C*Z1%4]P/T44YRFL()#ZIJ?^_&M&2^D[I'T MU&F./G$F\+/(MO?.3/-"4?`#N@!E:3-;A:L'F=6/F*\1F&9\ZT/,(1_)4(U' MN(X2KV2>;(:S-(_U%'.:Q@F^.[JZ;3K'&,:.YO"`(Q-R="_>=>2`J45-L1,7 M)[E($+ZX",=XDJBMTF(KIP'`5VN&`FEJJA)Y!+?(=R<-.ZA9?NC\51HGVP#E M8=%YL;:V_J*?IU8WOL'ZB',$8,IE69N7^W,]A7(:-:HD*NJ#^%$%HT"%+DJ1 M=`8Z(H_"509SO%/V9/7.[,K[Z]YD!87@@!A@IZ*M+GS_;MX:3E/-@J(([GHV MK@N)\ M11H"&X^&XMQT[LW8%M.*D.`1)=A4_(%C*40Q]2`((I\Q;ZJB#BBAO3./6X_( M]/4@@P=H=1W<1/7K(#L8Y-'Z$,&J[&,$ MST8J$@41NJJ8WH2.,YUVV")OIM%OD(U)>F18G=:Y<47EU@[SYOXV#GO+!UE= MAP%X-O2;NKE*E_PD/43V=L>1SP.)>*(E;\0LU_:H:5"N.#\;2C-D&!2`]Z\1-A=28`DU"X9N09+JT*/%4S)=$)5=:Y@ M-^+Y0*`!6CPPR<#@/E!LBD8EXR&HF!K;\^!<8+F=;/(K*C,,;?Q]!"N$@&#` M[:X*!2`HN57;G6THSQ2K8*@U'$*4,\^(,&G[O9=Y_@6L^^;0!EA_Y@1KD46`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`GIW/ M1O?(=ZVSQYE1UKT*.LB*N^5V>2RDZU*GA_C/0B(_YO[ZV[?9\6TTH\--,KU' M+K?0(UP5LXZ M,T@F"4P1D!9?PFS@LKK\F6P%N'=>&:BK&Z33NU$A#6)Y8!:D0BV]05@R!QDFW1B7^>5'?4V*^V/G)-A^.!01 MTRRB/I=H$2COUA>\>@BB`W%;D%,2-T-NPK>)3@Y,;QQLTX&=/!,M;`BU^16% MMB$4PR%IE2P2/][-ZFE)(Y+'N=_:AK7*^/E714:_+/.%SIZ=#C@9&#_S/B6R MY::JXH]XN;OYX`/,_0P>#_,>IYILFH4W!74E_C>:`6@W4"GX=_T'V/R`WL$7 MR4QV]67Z`P@RHH>(\WAIAF-X]U((GAI?V]:D,+624Q#=F_GNB7E1JGM)U$NO M+/RJ[*)[AT.9H!'M-8<)YU MB84O<@;NOQ'I:O?MDI65B6I\GU$I<*C1A))L\AM1+EW4BUF&EGNS0I_I@K3_ M))FBWT1/VY&O^BQI='CG1!*IY2;;;1>B_\MYM2RWC0/!^WX%CTI5Y#(I2I2. MKM2FRN?XMKG0("4Q84@M'W:\7[\],PV2D!.GDH--`00&(##=TSW'3F@>VN^5 M'N=6&0N"55Q8G-Y&=>O4E0"=%>I\5P;#*@&13\>#K?+*5U&*QWM/G%2'EU!; MYM=:&.2HZF@6BJ'(K*@G\^X%-V6O'.4KMQO*U^A*Z/=#J*$AZ"?A/B_Z4'ZW MG[E%45NIZW+C7SD2EPB+FAU4N=GS;I@#@6>\`G>OOI6Z__UB7;^L6J%`3T>_ M)[:7(F9V6K.&3)1;A?@;N6E!SV/[5-H).O(GO`TT-DDT-A+]KRS^T`%"RMRD MN\G_)3)W=?_MDE?=-TGD7]J]Y`!EF?H`7@7%Z8:?]_5ET18WYWSYB3(TWY5(#A_Q\AN9-3>YN&VYK&% M/5UN[T3FR?-L,=@;=H(K\ZZ3TTSX+:("N09O?*?Y@:+ASVO'NKS3NGQ8V?2H M:?GR,;"PZ3[VM^X`HRY_I"\!5M),U)X]'J2(O:-=BC&`A>%B+;MS=6N-JO1, M/)J\@69"?4-%.UNW'@TRI^,$O,'^Y3\*CBF;!('C9+-,C;'_*GEU^]5O(GFXVTSZ[BM(.TVR2&= MDVWR$YI)A(5!M?O*;-97."8ZD]!X]#\`C?3@TI;#B8A@@7!]MKB(XTFTN`R< M]J4ETP2<$5"*=7E@Y^0#XWW/3SJ>(9`N&ZFI*_^\NX9O#DER`K0Z>BK[3ZHH M)SOG25"#%S/HO6#S(,^2/P7Y3Z"F?D%1:XY!Q]2&59TOTE-:-W(*\J&9NB%[ MW&L.:Z+_,!#ZBU92"1C&Z6N:P^+$M[/0V7E)%Q%;96E8B0PYUI#3!)R/UN<+ M0B:WMZJ7PV%7B#4?#B,:1FP?O\"HZ6\;_42T*G2DC"[>H:#VT3`3?N9EMO^" M*R)>TF]F&9E!Z\R0O%YT`=Z/LJMV7DF2;+M M=L$DKTVG>L927:7Z1$%]=RHC[3>W*4EJS"DL>6K$84).1$L7>AQE\F@MI#JV M+Z_;HK^9^4,W\X8K>5.&)/BU3V7;WR;[Z";/AA#W32\9YTJEM`]BU_I?BY/X M<,"O.>R$L,2S[7UCZ09N=;EA0#Q0_/X:0E(@MG8_^PF1K&\-ZU`(5^++XY1H M,;P5_G*G0KL^MV,O!L?@%81BC0Y*WV1)KRD`IO+4^4**),(Q;?'ZF0CG-VJ? M?Y?;H\^/K++\'NT=EJ3#?353Q;;YN)*`R'Q)V[-^Y,Y5A]MTFRP]I.[ETE7`L[@]U-I"ES4Y`SJ"72AE MYS"`:GJKKI`?E[P;JE(=RJTJ+#X?SA[6NWBW)ZQYD(=L8RLC#UOU?:F:-DD] M$$P#VHW8+78P6WT5G+R(;AK->*8WM]L-!;%11#K%IO/L3-(A*>`PY./&>E`O M"@%'7;7>[&YV&;S+3XX(N-I9L%K/0#)SR^*26+5'B7;6S.V<>&B][MM?L[XY MB^U$D(@':DT"Q2=K@F0U*S;??*)Z%F*7<1"Q*+EJ$(L*=FJ'+6>M0G(D^L6^ M<6K/_$Q^+'K>FN#:WG;WVA?J12^R2J-+*&WN^>/TH M[W+1&RG['AG$^DPM!H&1S-KBP"_R0(EUQBM<]0A<^.E.ZH2MU`N!^1RTD1U' MUM50G;A)T)+]XFZC8Q=^3<218[!9H2K_@05GEN'WURH5&>Q%*;L4N-5UR9"5 MCF`4]N'"@H_ELD@-16HNTHY]]1!='\&2DP^\M/UF$O5B4@;]+Q4&&*(PD1Y[ M"]4.HMJ;MM<'"F9>%,NY?N3[I=.0+A$>4I!&MFV@T]YE`*DV!SUIT25RQOWH MR(9XG\6;:Y&CGT&DX`2A1>3/A([(L'2E^@2D[-I17A56"4#^!I<8(CL^+,). MTMM[QKR`8^PM[ZYDN//>=-(.7JKZXNR+K''F]B9--_$26>M0XR3>ILI5BLRH M!\B_3O)"6D+IR:HK^*[L>[EH^7T4HL+5"$RD759=]+2<5%><50TO?E+'2=-: M!I&#TCS'\-V@7^/8R6&E1J;R^_OAK_\'`+>(N(@*#0IE;F1S=')E86T-96YD M;V)J#3DQ(#`@;V)J/#PO0V]N=&5N=',@.3,@,"!2+U1Y<&4O4&%G92]087)E M;G0@,30Q(#`@4B]2;W1A=&4@,"]-961I84)O>%LP(#`@-C$R(#%LP(#`@-C$R(#'1'4W1A=&4\/"]'4S$@,34U(#`@4CX^/CX-96YD;V)J M#3DS(#`@;V)J/#PO3&5N9W1H(#4P-#`H# M/XA4`'\\BLIJN5A_TOA_4MK>C52+^#S1#\6'J%YD3'L:S\`B%_^K] M<^A?5F'DYZ#<)O/&50S#AGZ%;A8+_6H3?HUUO5@Y,:]1O_@??;4%6N;UW7$P MUJJJ[RSOK(5KL*";8EK'M&HPVL+I_]G]ZRF*_;),0#$Q=Q#S]1L22QL*3XTT M._',J(.IS:!;(BJZ8N8V\$=H$V^0F;J"H7VE=B>CX+(L4T^#[GBH1$0]R=J` MVT/O=97XD5NU*R3QW3=R>>3*\AQ5(-\)4WF,LBA$&U`D\5-O-#*P*#KS3/L* M)F/2RZKT2^_,$S,V8W.1\1HLR,.:/\K)4W;B07420@667:M1I@:\Z0O2G;A7 MQ62]@GL7,!6Z[!GYA<#/PD2>:'/CR64ASJ;VJPW8PC,H"&RE9=X:-?8\5..` MQ^+0'LR@=-NJ5>;)Z@$_L!$H>'>2A1-XITE$C8UL/XI`6'8D]BB[)+DGDMO? MOU%0L`YA*D]$%RG00O@A14)OT')JP:<6'"&5,%.@8ESTB\5&B+)ANA'H=CBI MO/TD/.H@@@9PV0!=4N9D'G`[N=W`TZ8RR@D2"_AJ%:8I13)_G]U!NN:!?,"] M1+8PK%>;R(_!HV:)1KU=;"O,\"LKD5URUE-3`V-5:T6KOY& MCPT]U>XO3XO@>!E+(/NE@$CL)9IO0NO`0N;T_]P!R:.([@#C?;%:^> M9(=J%\R8=\]]SR0%DUZ8P5%OA!QD%R_S4M_I`7,$'''&)#@-!H)Z8L[Z=K^D MOONSJ]ZR1'Q`9PRT@^<*02*%0*H`E8`,7CB.N,+<.#6/H,1L?W[>/6_??U#O MM]L??_EA]_S#M^JG'S\\;Y__\?'/2TR6Q+/\^V+I7LM5QXP?#'/K]JVB2":F ML,*9[M!0B:=.FE^GX#H!F9"2<.$Q\2#NL^+0BRENKXW46G M#JJ59:*FL[MZOB:FP`/EK4?YDO_:+Z[@KF781.XA'`#HSU`CN9`U4J/1N]*2 MDB-]W&NEK.5<*<\\X]>"K+PW[4*.@3M`Y$E\,2K([NKC31D^#_U>[UF$N:WE M2(^%;YAZ$D[@X?##OZ\KB,>:%PY0<-#! MR/4T'!3#H)^$8M45HQ6'-:@*V.",J>1-?`TD7MP.QQQAB?0U0DD7\$24`OZ,Q?W,/.3(EU(*V=I*4LS-3H- M5U3Z?-=?S<4,"#)(,EP9JF3?*>>1FQB>-"WR>_5G%XVSR+WA$M;9V18+9YLC MV1$J\KZE)]HUAC*;C,AB-W9Z%GY=.W1W$6D7ED:+2P\YSB!IF:H M.%@M(VC0^]-4'R73N41&F6`"%EC64!1N$^$RX4!8P\7SB^6#>7(MN M]X!G,I?ZHY"O294XX_(.9C/#J!N9C.!C?Y7J#E8<#.,.0KP1UEBP:#6*`+U" MX-(J!\4R@&)65;+#D5:APQ:91`%X:AX'2]_*;ZO3KU[=8&2J@[0J$#\`RQL9 MZQ'<]6@ZS&+PH`LF<+QF0-M*L=RXHY8.=U>OOMJJI5G@I]'>S+->7)66XJ)"H"G9"9[1WCHD6S%OU0VTIJMA^`,F# MXBT%)I(SQ$2,4K>5/`T6:#KE$JGSO#1,;WO* M"D0^&!US+G:LD'9KLN5>MQI4!S!IS&C7+`U@-(97$#&DT*>!,/W:J"A@2^7 M793<]@X/P-/,F3$*T^PQ>N/9Y20T`"A2-,6`U*&I&X;7/4]U]1L/K&+X'7O" MR&PT[BJQ*"6>'.H>EO3FH(Q0!0 M:M%O+TNBN5I)+'@*.C6/+S?RM"B##_RJA.6`[P+9`\PE"I$?V844IY&SC=LJ MU[Y%1"';-([3_*W2C#Q70CR-SZ:(1@F(!'@I:U M<73J>#L#AUCL0;`\0TX$D60,_GXOP/.K(AW^75#'^B MR$_3;'Z5,,X=AL*4@T`189YW/`'&8]J>:WYU0K")4)/N"AYXA/0QG=$1X']" MX.G1)G2D2B,0@#T==J5()E,D,UZ4:]RGA5#20A@[-`9AF6`<2.6^\!3#$[\3 M?ZP3OLE2`? MR-8B6QC6&-+82IUXSGDGX;P3<-Y)).\DE'=D6>@&,Q?`$KKZM7%B&G>^2!&] MV[&1?:U1LT8-=22RXR@;/^&W=!N'QCH-JGL5G#'=%851-?8VV[B`"&/)X';: M?X)J3%YW%P#D'TB0U9L(N'-J<)Q/T\`<5K957P@'[.W@<+2V?)^[.:Q=&,SQ M[T),(O6;%;:6$A%%',4+]"OH(`SRU/47YX;ZPHX_?0=PL3;_G?1(VK%Y%XO0-$&X==(`U/<(/>90H?L]5%`'TL-8TBE6 M-@*O4K82*C[P[QHZ.@8%"0X5N+64-Q`@^`R1> M%-ECBQJD8JCM"CV%&D/I.1'](_#`WO2D+2L&@(%[R5[:U>JQD84JRVOFBC#E MU>&<(B[B+R"30)(RX:+G;C1#IUOU,_1MW6341S-.6;>0.YN8M$LP5^!]0ZH!<$HU#0.6!22U]"M<4U=#!R#J M(7P@%V'&$TLT*H)CU_@;KBF?PBA0!SF`K05M`4N4YW2A^?^T`4D,D'M&[LD, MR;@)>#GK9G@!);#P?.B[X^9#,\@Y4_[@@2`=SF+#UVZ2.)%7T#%&,P: M<=B2PT1L4H_])!8_B<5/8O*3F/P$>,Q%:!/ADX3*?`XX@:EX:QZQA`N*!QU^ MY[Q*EANWM>@^7X%=Y"K;)0[@L'S5+U7)+E7I758P24E\S2;U"%**\_4Y=P!% MRG:GDXTH@A@N@'O/$`1[RH(=B'0]P7A=!!'L79[O%T0H--%Q@\PU%V'^1?8S MV8P+\;7\K1?S8"IY':N9]XI!ZB98,VG?6IZ5DV_-UH!H:X`&#?0^><-%)ME- M!A:27(A95#/75LL?H-P=1U2PS^`V-C7](E\I0T#F>SC,C@,7#X*0[%;^>*HQ*&MR$]^ M'8DTB]U[."^%Q@KKRD[-S]4)C5Z5TSRZH-T>[\65'K+&>N_?0C[O@W]3CVO% M;I7L<1?K:D6,J'6MG#^90S=<6G;2I M3XA)6\@PA5;4812_RJ;?/E$4']?Y971*ZSN)"HF8WS MM\6+E?4$OJVZ6%VNQ:(4Z"74W8?&BD6+%5G.3[JS]11A5&`.R,1:)%@H^$T_ MMVX#N-"%)2*2*9(QG'C8\1L)%LHIRB+9.%TQ:2:D%4T=';5$(C0+L2W1[HTB_V]SWG30Z714 MR[O<[IR6V*Y-+;>-X>4?![UV+5%0S7&J58(:D.RPG`E6LL-*=I`?(5BMA1VL ML`.EV#?'U)I+5G*I7)<_M2KRA]K3,8$;\RRS*Y6=+#);F:9EW=?3]G(Q$#G% M16^-"")J$7>2:V_@#""IT_\DBF[?+CHVR")J\P^B62`"+@YRP1+^7J7_9L5M M,.[&FKR+#Z1)5$8*%5?1('7#J#F2;@KXR8]9%`:[II@3B3"9_4O)0EN?+.DQ M@!1E+D)=K6`AZ)>I4`?V5$`X758UT>C-G4@2_2*]OFCCNNTT##6=:*#(8AD/OC@51(!]?/D'2(I M@V(OU!PQI+&R)>X8Y$T;&4OA(Z:V\??Z6JI&X))0ZI,.9:2T80;7RQ,A:L>J MK3>3>^4(S*P?"*PMY)2\Z4=`;$09+V\'B18@\%WAOS[B=($I76=>-I^,1JOC M+IN/&LXMON];RYPV+5V8YJ`#1N,I1\/)A,^N4N+$2-SHIMR"\,LRU>=4PB!& M2H#Q2P.ECMO)Y';X$>H"I8OZ/X7BX(4A#OP$Q!:%M9+LH;:"Q`AI.NE-"^RA MEN%)D6C5@*05P2/)6%`RUJ9O0O;F<9JM"B(08A8(<2)!VK5_.EQ*ND-H%WHR MWR>[;J:71F$C?TY3E-&JNI(EVD4,VQ);I^+MF]O4W>(2R@]*(M:9K%6;`%Z; M9;,XJV/3PV52N2\;C66C+Z\FO#Y0$O4N;'QOD_*M%]K;5!=0S0H'PZG>3RK1 MYS/(DP[:PW^UA[8R53M6LW;VX;;1B[>4DK(V"T*@8"AH'!]H-E8->(1MB M.='DL<*X7'QDSBBW."J;%>6;LPI7N+@ZKJDSWY1CG/]\HUE.RD#+2[_G?=ZY\-HZ$>.(UC3^N._+WE;@0(I&Q9BF*MD>=XDGG/ MJT2BDG3<<%ZM[%H4P[\EI3@JGLF-?;UC0T)73/!+[^>1+X$DWZ?.M5_]=S#2 M/GM.4F&DI[5_M7$@D,\,+?F"MKF@;2X@E"O:YD!;;6@>]G(C]%++@VXEWRT, MMFXD,J.#O^J(\8M.,_H?4>_O+=GHDMY-81UM,2$:7=<<;S'UJ_!]%@.K(.W#@VOADU1F0`MTVZCKPM`#)^N[7/1=+OHN5WV7P&7FI/X->'UH>3HH*/TC/9].`S0]@/?` M&@Q7PP,7`6Z+K`BE'!>1O3F%2D2>$V6FFLTSY!NH^>/HM`W(7LWDR8`=89UB MIP)47D;Q)SI7OX@]6F=1T1S*O8K6U$[22.6"NMWC,&)CQE?CO+&VXF=I<;LC M".J;J^Q$5R]E)R7O)&6K*$@9,CZ_>@>B,,.FO@O5HHR#WI,OOM@FNN5A:- MXT+SS=7*CNU#S*?OIV84^IA.@"US=D%@Q7'.\\GSD\!](E!\P_MX64'5`)D, M3-J3Q)E.3"!G5/UH7ALW/O+[IT52YFELW^'1.$[215L0L)X5)_O7'Q\RUFE4 MH%*:H,4582V\&`E,:T:5STD$%W:?44'+%*7R]O`"ET?9D>YZE1R'D:Z+R@0O M+P-]/R%922/A[TR71SR!'W.@OZ/TIG3F:>@*4S*/;'E``;UTYG'^B^'NCC_U MCLDXT9X]#8(^HOD/!UP);`*9'W[\Q_N9^YYO"]",.']>^W]S?92Y>!K/Y&X< M$&FFPUJ%MJ3,AE6+3(NL$2$D$DAI;!+:8PI4S@,V,BICJ8G2IQ"CQH_/TD.X M6?KXEG667&'S!__'0)T,,N_`ZTU"T)B:B$OH5\GV:6PZDCX<@^"US(?TU4AX M<,=5)=TD[(I0MS'UTD7E`HMK].(V[GF0O!O6*L$W#7][K]+DQ().HCJ#N@7W M!F[_Z?,/?PT`[VP*_@H-"F5N9'-T'1=+T5X=$=3 M=&%T93P\+T=3,2`Q-34@,"!2/CX^/@UE;F1O8FH-.38@,"!O8FH\/"],96YG M=&@@-#@W,"]&:6QT97(O1FQA=&5$96-O9&4^/G-T#1Q%S/8G(2_M'WO3 M.SVVMEIK,OQBB'&JGFC/.@UW_6_UHD>9@D90[JB'FBZ= MFES;[]0(JK3].+2]:QOUJ+O)*!"?A'%@EG&8!>.]W2B[5R)69U;#QUO]WXTRT3^'VY4IZ.?"L)Y"3CI5^<-S.X$=Y4SA`7S,(\B0\>&*?^@IDXP[A, MP5!H8+OG<NX*GOL]3'-VG"H0`7N>@6+@&DGPCV6)MU:.6=$T6D2?"=O( MNB$-Y%*[0?="#C/[:`9VV!-.6-%R.KF_)]<]_AJO6,<:L%Z&V&1K8DGNP+K7 M3'8X36Y)9AGF'LIN&+D"CY]^?CS]?K3UR]_G[N+%-R/Q$H?HG<1>[SP[RN1@ M`W-L)7PID#V:'"9AGY`/@(`[BUO:Z8Y)'33$"/L]4[1S*97P4RE@Q MY*&_SPFAYI2>8_V`>M18\I`Z<*%2/YK>#'0(W'R.;`SCL\!&9Z.J%"62)=J^ M&4!'N'S;DU"'\81'7*DG0!&0/-RTWW1L#R(VCC@%\'=]0G?/$Q9AGGDV8IVAP9)JZZE6YI&GNNU:H=N)2#E4 MH]]GD(Y%^$C529``?C;\::F*':T[]"H(.=UULO%TI0XZOC^U@JBEA?E%>75F M_3>G8F<3:=GX'3\E)E(B&_T%#%]`I$S>8"'MT.<'*>SX=J/E-9:; MLV%\T8>,H?U(G3(+VU9$C6?\PX[W/;?[O]-R7J1A=$C+B-XEE1`H#3Y^_?;O MZV\?5C]__?K3IR\_JMOU]?KF\\V7]>W?I^P\CSW'UU+I[,J-J]'0`U9`WLRR-7P'5>59ZS*8W9G#BY'JD=&-;J3FE9VO!' M6?[N^6.8<-`2#TG0GYTP&">'=J/S8+\.R[K(+O"2MVY='(IYR46@#-2&`=UV M"YA$X!R4+"&"6A0,3$`9O`SX%U$%Y`%(0\*BF/[>8MZC82^"&RVB-NK.L]GA M":K1BF59^R`<.R7(T[-X>-F/KX!.U')CCG40D./1JN<^K/L[_P]"4>5`V)LG MJKT`^EDIK$=7IWA)HB4I?-H>S![Z*"#;#_;Y!:X%_0*>@E>!5:C&K1L'S7X& M-BG+XS)%%1;>"?W;LR*89&:L M"9HC<87_3'W;4(/JU&]8<3L24X8UD$?GH#O)2Q(23!O?GNX'J)8TPY!>I=7K M+:PY.!,PK?I^)`!\J*H``>KV< M\#8L,!_"]>+`\$$$-)-S_C3:(,P`WVM&03DY=DR,AS-_6UXQL5-/ALGX%_L= M.P@G^V[.OIL'LUJB$>DB:ZS[D>_F'#_>%)Y5%BT;X762.];XK!9YATS2.?U1 M02FPH"!6,8Y;1S`TO/TC#R&S6AYMF8I*+>U0J4W9:1#*B#0M0EZ@X"0)@4KY MWCSS3N,/]FTHJ*!$:KOD=L6>J`;>V*E6!,\\SXV002^F)TUA0;&,)V<>! M?"#@Z,TP,Q+JH5_T?PV-V"$YTBHF1P)$.^X:XD"XC$A#!Q.?Y6XTXTX-@9J0 M*A'Q:%GHHU$#+[D'1_EDZALSB'AH/S+1J6PM MY:>6\EP6[*%08_O06+\`KP=8E&B1U'=5`/'CR_0))TK38,!?&FP04)K=&RS3 M<..V!TD83,9Y4!+797$DR?=G6YUO^,6!]7%-H=[&=\J%27`F?-T MZF5YL$E]T,NA/>KTG1T.Q<+W+UE1OG:W))>[#4<7,L][TT.Q8S/Z9K$=Z921 M$!J+K<(J*=+S`D;*U4<5IV8DER.2@P0=N/G-`-/K9ZRJ;;_MJ!9!QLVII9KM M`*6_3B_`S=PSQIE$V\X^FJ&G_)A040#X-6I$3+N)9<.%9KE8^`O0]T+W./+5 MDA]%S`)U8[[\7URJ,STA3:GN4$BS(CY"D1[MQC,@`V50HGZ$#DK?M=[$T$:" M([]57'^P1E_97O=%$R!EZ`4`'C_2+:*=93C#^.XPQCCJ:& M-AR"0V##Z.9`A`G@N",&!6;!J27*1A'PX4""M%R"Z\@`-.0I<%BL-D M9Y]^_Y.-86:J]@:P\=G__QV2!'1/'D&N9'`5'TX?/CZ]VD:JU!9")=C*:XOX MOIE+\H-TX\:[=^U&G(9F;HU$*?I;]';/)4@]S)U6Q:8Y:$D%IT%S$)`$*96T( M_JGDZIJ>*(>I-1?Y%^XM<<.@`:5:?6R"\>[FPT>5.7(9@GF/:X#'/5'/9SHV M3.`W4QD6\;&4)EP?G!5T*QA!]F^BW0[Y5?+K`QTU#"(R8=.T0.[7\Z<:6 M*!38&9>%;SL>O\'.B;`[,E"MX]')0,BDN1+B`WEF@.5@IZ!WFK&\C@S,LOIB MFZ6[`#F]M=)3AJUIM);KSOR*-+`-?[:S:<`Q&JFY4C]@FF.9U@^5.XMJFI":N-E@*DA\A?.@ M?]L5[-_H?=\$JOS2C>?+W%K06A^<+DB!"F'T2VQ]DV`8$V);2[Z'CG M_&D=XB/Z!3J9QAE-D.SM5QKI7,G\\U6U.HS2%QM+P#&W.K& MI%H@J8(RTQ&H.AY`=DPRF+]E@C7)02&U0DC-K>+.Q>],G>*].*W)/)>NM@NG M]ZL*+#CWVEZ,LS?9DDKW?NC$80>X+D!RL':!X'3#JY6\ZNO5&+@$O?>+3]U=N_A M$XR!@]UJ)!7"-RRZ`L^OK:U1+'!=:9`K\0NY$L-V:EW*'R*KQ+UH]YM(2AH) M.24:)(S4[@M9%]\UX1B>)9>!]@D'4[CO+`EPT&GE-'8I@2MH69E"E(:*&$^M M]_$JPO@B&EJDL(;^E;$L<\_M*_T,L(^7*T@GRWD'Z1*5.+D6XH[FTAQ[3F33 M"%$6,#&8[R,7!EG-!$)'@P:3T*-LPC]L,G^`CP^$VM):9N[=&B^=([""-[YP^=`C[=J$K5!.";IP?&8A4#/Q^NLPT`2K4K@F4P-QN/0=R[#QT8S]33-Y`%#NY)UV6=,3(L"B. M&A*P?*C/M;DA&,%=UJTL<44&A=!*]W"O_5!##[E7]#HI(.MN,ABQMSP2=&". M=-,`L5YK0M1X99H7R-6RMNA\(K&@\"?4]Z&TD:0\OT7]W\;J[*1' M^Q9(P.%92`<_QB*GR\XZK8+W<#2M.;TQ#>B."4X+R/5IW^[0/6^6%T)_0E34 MC8BH^,:ABM6,BP)DO5UJ:E5"O`+";J+CRYH@""MQN2O##8:HU5R+.FV%AUL" MG7ITI=6]D^N3"H*9GSF(*^"E=J9ST85T+6LI3$PXP7'0+1#88"@0',OG61SR M2HZ3<"0*AL-YDT2/"4L4:3ZI,%R!.XDA:7.D+C:8CU=>,L'-Z2`?<\EWG3J>6(M.I%S00#=+6TB#1[QD7;_):A?L)!O M^6F]@R>U[/40DD9):^=OMZ:KH[B0/P18]K&*IXOGO,4-5,2(^-7V(P."*R,N MA,A1A_@C^@"I+U9,??3^2/)$$_R@%!I[B*D0?B)@)7/N:A>GF8H/KQ6/P_#V MC`I9"9!ZS8@&DJNM:5DQ=H/4=*<3UY1FL%('P5>R(!TK+RR7^I/RZC,A`ZQ_ MQ4(K4ILI1&FMLQ!-=DI8&=Q-NI&T2>`V:/1<-#S>IN)($JF2\:WE$DDQ1=*! MTP>[LZK,7)\IA;"2U75&=[%_I:YO9@C@@S54QF"'Z^%BR\4H;"(+,SPX+RO2 M7#)#V%(8<-JE=)5:670DM9I"AG\9^AYX&!E[%J^,5'7!E+U!A9V4O4&%R96YT(#$T,2`P(%(O4F]T871E(#`O365D:6%";WA; M,"`P(#8Q,B`W.3)=+T-R;W!";WA;,"`P(#8Q,B`W.3)=+U)ES'OF>/\LX!R+[[HX:BU!@!X+P1F7P-.'GNP4E"V3+>CWXGB*#?0QESG$ MWA4<=+\=GP4!JG\7!\X4;QI(EO,&](]B`\Q)F6K"-GAW9$TQNW9`?ZR;BS MC8!Y1P^"U02P.&%DX93"EG@,WZF0J?@'(^/^T2K9;[0E-R@(8JEDD@1GWO:! M?A\=/&8B%:PBX,/-#GY?P@8838^!#Q$^IYU#!IZ`-J3W*V(-0'_IAR1W@A!5 MJ:Y2E2B5V'3>E,JRJ%T6A;*HBRR*O.5S8U82,.-H>\P#WLLK*H*Y1/!"3UWI MJ9V>RO0D@;B^1OMWM7MUVQH]CUA?B0D3%JE(R>JJZM)CVJGP_:\+WK;(93"+ MA66R\!1LG(J:[3Y_N_O"/KZ$YC`\_;A\^;+>1"@D3 M7H:W(.2UOU4':^*4=N#H1(^._;*0H_DM"@*_B$P>)7X6T?$L%'>"+'DM5=@P MF<='LS&?M__\^8MY_/7OG[_\\L/V\?.O=,#/VX=94NA#+!2+3>C'85F:P3[L M_[\!DC#TP^4M7JD-3GH9D:.ZJ*89C[20&I"50,\\S/,^@8 MI0L=[R\186V47"]RK]CW;4+7+U(_RFB;+`Y(_3#+\]GGA?H\P4T@\_?5#Z,Y M#?:Y\7#LJC^/+;^\X+]8F;\\7"I:62_RTU4W\2==V=G=&CMUY)&95X.9ED,= M'65D36?9!8&V,OFKNIJ?3L8[]_;3P_P:A+&I)N[MKMUD[,]5^LCC[:(WM=J;?BY0P\L,DSA=2XEE,J&*\V,_E@CDN>#-L>#!@L-J9 M_YP!9Y[`03A@+U_'NFKY14[J.#@?UDS3?^V,/(N.GJ MY&TB/UY5W8NY5*-I.MB*,68`,"];-0`;'J-`#6]D2M]X4>F7*WT\\LIJMYO- M&(?A;(`HT=,!T;Y;F]T9*O>F'OIQW+C#3H,8+_23*+WNQ7U5AR@5(?US,T(, MWY3=41T&:Z$,PGEENVGM;)+Z19K%KY`8S>P37YV1B?4AP(SGIW[8-3S95?+1 M>B&TW)FNU_&X-K#5Q;8\E'^:N9/5[_IM(!((H"?AEIZ`%DU-QV90 MT`G>!"_O@!/#<$E73=O"^C"^+:OK=V-9C\XS-'L`;2'[OY0CKT?1#G4>#F.=E7'@"NK8;VQ7PZ=]8LHT/40^I)LB4:'2/DI=J4@9?*V25'T7BN M:SN.^W,+N5Z*6:(<8AOHYQBB0%2(V,VMW#AUL;*X?MMT!":$C-TUTS7H\Z1( M[\S"B58"!AF`15V:Z6BF2S\3(;PW3L.9S,;0CL&Q(X5T+"%-CRVLL&^&$8M' M4YF14@RH5\P"A!;!@B>#:`Y2-0NLB*CC4[+2*^YF]>ZL M,/7NY;O7:=V)\.^M&N1K)WB]D/!1UZGQ3ZJ-BGFYLML2R7&F2*[[CE-O-\$1 MG3WT\,E$B7C&)^%.X(6*)$G3!4;+.1EJB#E\@NL88R#7MJ\Z`!3`BW*_-#HM MT+OF/):?^&5:O)6H8D7OUF59XO.3^(+XH;Z;:RVI0*SC>*)Q!Y'H532PAPT89,V_8WD7A_?5KB M5DAE0_3H/B[1YXJG,M!$4YV0MKXUFFTJ6#I9319(?`>P)4;G-4$NDAU1>5V- M1U,)<@H_2.-R@9QB+DFT4.*LS.$Z'OMAVCB$1L0/!3H,J/5LQTDGB<-3X7#C M#^RK!9DMVG8^U4?E_= M`7E9;0KB$Y>AX0%.25I:/TIW=+J?2F\=4J"0Y\S`_B&8)10K.$#54 M7KRJ^AW@LU13234,5<=JQWQ&S'TF$'FLGE&5&]QDZ,D]9'WZ(HL&WD#!,-IG MVQEJ6%%&5\/(OB1]I/Q/F&IXOPP7,JQ44=J@O*ZBLE!1CNJ+6YP]\A)(A)H= M,X#O3/^,(#\-#6<2G(^FRH)$JY%2!_4AU^+Y[3;(9:LHR=1?+?1I1;%K."(N MI!S?4?9+4KC"/;^7WHBG6Z#%H[9)BFBG8I0X@OMVLC440K5_JE[XMBWXQPX$ MM];1T&FPSTU_'A'455T/9U<^;Z+77=T&+V`HVFYPWS$(%YI`P$""O-E;#(! M;9P+M`Z-I10*N10B2)6K]UY!!RQB(M:8$+PBFME%/&'D.X41"KVN1Z])XQX` M'_1;)^)=7TE3LM?WI(85R^I]E^:]8SNDQ\T-E1*Z6)$OE(N;9\KR(!*N'YE% M*+W*U$%>SO+@$B):#51"T'CB-&8IF_,^*4BXMZ)QRY]5Z(M'J=4"-SKAA(SK MQ7D?]>.M(+?T!3E/3[;#?&KCYMSU*Z,S5NZ+LM=.E&1U`=<[D506LQCJTK+5 M7I<,'!5ZO#X&V:8KONDVUE&OJ_;AK(;][V1)*`]?4FFDEW25R^:F%"W2_-JE MNEPGC-(//,$U_>:DU;=.18T""_06[GH0H&F3GYV9W1MF(G&"O MO%\FH('O\$+NFKYCWQ+-@,UR3J+RV#(!B5/G/K4?F@.J&+HXK/;IC"8V7YL( M9KCN%G[SDSA?=@+I?*HFFTZ!+KF0SE^.\0/&K*\%J8L<7$!FOSZ;=?^N&`AN-L-U<6<3PPJCC:M-I&!=:/@ M<:;G,+OB43@O%LY[[V5,=Y3)U?ZN#P!5/RIJYP(TS0#!>XU=3Y3.\$2&GA8% M:"@6OR@(B9JQ_#D/:]*,CA/?+5H#3,Y?;FQ[+KZ*)PS,F'EY?U;-M2B_=.RI$.?WUUDB'G7#"Y#Y/26/0_UL#5)=QSLCAY>75P*Y<" M0\+N9OM4!7NLVJ/+Q)+28V?,EUG`VKAK&FTM2-_REF2@WW&V"K/KT?1Z3%V6 M=]*4917I,,(1JDW$<`V`&G-3R?Q.7+7AYR5_0J:1U+H%&"")^!7+GV;1ZX:0 MVV$-*L5">$^'C;@C#F_JF14LGRXPM M>Q3K.9_.PO002GL`QT71&WW#1OLR91UXFN7`"#9ZOD0*;QH84%.2$M9ON":B M0*TWI$Q_`L[-!=73VU;LM`,[8S))'Q'4X.4"O63"-/.E(3WS96+>2;O"3$E? MI/8*^/1VNNT4%_&^S,H0X>O5;;OL-LW=+3:XF)A/:!ZG4FL]IAP('[I.=$)F M]3H7=%8I!YY MS"0O\@]RY<_;!D@KSS7W?*T>VU$[*0[$QF54V)(HL1-+HP6)/3M=$/>)<,($PPI$PR;OONEL8J\+W4AW6,9UYN7$O&JG][J+KCPSYVV< ML>5+H]3_/4-55('&#A`%OHN:_FC57_5Y]%M9#.6"-([!X M6/:M(LGGQQ96`0ENKUF-T-GMUVS/D.^7$Y@V46]_@ZA MDY@W+3%EY#I;Y4.-%/K]E.H^(GX>6H[(I_T^76^:];+#I@U(:6)D=,:C?R[7 MZ_K7F/R44(C\R+Q#F[J,:LQ5`[44ZZ2,;43'@>QS^\R\G79W""J=4&D_!-)_ M__[]&5-,3R+,\OMY'W:0%Q._`:C5E./$U$O&F+5\?>^A!'`,O-Y'$A^+*(2( M)#.!SZ)4^/2YPB>[/F-_H2=CZKAO"%!89NQ01>3_#E7`D->C)>U:LM*)TBQW M/A^$I^KK6<-31U(%'"^:;3N`,E!65[?WM=FN(=?X8$O&G`NX1_`L2^7S^J[&QWJOI!V59P#+!*+O%!&P1Y0T)CMC?7I8TIOG2KK(L\=7,;.? M.EAFBX/H]$5JG6;!=`O%V;34%L4X.[-8=C-T&;_J:2LE@\@L*<5(R\PVDI$1 MA7/@P,#S_0FY=F#-F@3B^H;:%[BR9WZ1H)5/APU$V=]/"X94)J)^UW2X$`GO M>K::0F,M?DE#@#OW?1`W;?OYF$=2B`JF7C'R"-]XQ@=P%Y?!7![:.-:TW=,% M/I2G0K3&?45^CJ.UT:+5!Y5S1I] M7)"@!_?H@4LA2BIA>='*>)<,]L.!6_F]@KC>VV@W3=6RCBL5%D*%N`#AS@L3 MTS\S]-?-UB>>L]T"*:@4*/G]3L(>BDV;5C2?\Y?^:(L'4BB-$`\/6H<(9Z._ MFH?*IZX934,)`QA3.M;:<_,&"8WK`N_B^_.;;C-=KC$&M>)",7K&@@*-EAHQ M<4Z,T#(7,B4C":)8/Z_/_K0UAMQ8^"X.U%B'J1RO';4<1P. M.VE9ACL/A_==FE5@]_*XO,BJS%-M($52CS4WWK8LF2F\(#_( MF"PDB']BO1N?5B!\*<60!_RRB4M]4D!/@=>+/'\Z&[)@V?]'73TX_@%8@?%GB\\_).*5Z9+%/.*1?1#]>Q3Y6N]QE9*1/*ELD5962D4&$ MK;-EA?*`D56>!%=1D50E<]J39A*;'&NFAY1T),4.#-W96>S;^0KWSYG.1RW9 MXD;,LVZTUYU@!>@-Z46VP<@D=:4$,!O8EB>I#XD'^1QA6P' M"^*%1$=#16J1Z$DCJ4^-J)H5SY3Y]_*J;J6]I#X51@=O$U\4CP6T<#Y)0W&4 MT5F/8AZE_9S-SCY><44O+(C::B$U[U2[1E(KE4=!Q_S)BDWI3;BT&AGY:G3H MP<2!M..I+.[VQQLY82TCS`(5BS<;W]$ZTC.#F^AQD/][&Q(1K@83.Y;=CYQ\ MWVSZ/J(:J>A^(>>QY]-]R?%<"2@5T::4^#U/55D*)![9-,&B)(0*U%4$+['/ M4G1:?:2O?G^J47GB&$O'G'^;:N?2R3L*9.DH]W(D6RCDQ,?/>P"YNG<$76)5 MEL535+?%_.RJ$KG!#S+THG%\PM\D8:&P5LI:>QO M]54CM*,92A:5\58X7_C@59H#MF'D'YEXGVW>YR*?5[HL+%B9RR`+E_V>SUT1 MLEVNBRH[T.\6^N`ANJ:_;5;\3?!C'[N.!C:BW;=+7J%=Q^>5Z+=UUVSWU]1> M-YVX[?:W^[Z^/K?@NEGQ][KO>87-E]P4^IZIAH>E??'8?2OV&Q%-=ZEOW_6S MT^EPIKOKR5G[7!8J$Y^;KOF9]Y7_:_$KA`+&2U=5R8T*/4_1*&UT:#Y71L.H M[!T>M!>?]@?8LTE:S7P[-C7"%$"_^W.Z6NT,OZG8MWC:W^P[>`7`0XQOAY_]`6R\6%U)6 MA?&P<%D$+V2`]4$*"N4`R!J^W M@VZ@@D3="+3ZY?1G-+D"]J]%#8X7MW6'XY#D^-SRSJ? MR68"YA7HB]5=US4M3[ZF7QXK>*46/0.M9K-A%0PD_+O)>-XV.18A0-^6_(@3 MX,A+2!7"HP]* M?DV-+SE%&+,!?^<(%P@(YF$.C(*6+.=O`'6=X%[<+&SUX[AJ)YIV#`YGPXX<42M MFFCRN3\#.H=1`SUF6LT29`MZJ7E&@B#S-!X..Z:'C@`T$7[W./WB1`(0="L" MW:`64ZHSX$+JPH`SW$R$V[!Q$4$4C763/9X1"0!00FCP]]4@C%`P[-^$-GV" M-LT[G>)-CWA[V2P[^/J%8">4)QSY&9N65.*5#Q5YH*@,-R0-_VJP_C>HJ?QA)5X2S$;'*=DVI6,P4),6X@) M0L,!IA7C]!FY!EG@LTUS(+%JJ(7;107K1^3/$K3A>XOR'GB1!`20)C^_C"B' MUO5D.2C1;KOI9R$K"KV<#8$H;;BGC&#OP2<2Z/L!F MGS>K)G8M@6@RI.,?]B)WV=M=0@E>AD9V1;O2Q(H4<-5#)=TUO)@A.VP!O7LM M9/0KA?BZ&=1KR0:@]/MX(<5.0`4(:/#".&"!,!KJ5RBI)%[YH`+\7;14`Y[4 M<=9"O0!3*IQY7`$>8F'YYMR\9,O:POM4Q/+U`0X7*GWD5"[EB7$JBZTMMU!8 M\580.PG2BJ5516GUQ!\]2BM.`V19SL\JXT&4H67LB1E:'65H=:*9DTU\'%=. MFOEZ_ZF)TY9Q6"=TF:(,(:[;DPB`IA40;&.AI!8*?._\MR-@?&'5U)-C"-:/ M"0&D6#F&0`[B'35H-Q1\B6`M\TK^,*_.*'.D56FU&1"P(F&N2+84ED^7L5YB M;O%;K*=0V9!D"BDPJ<0F*0Q4C$7,SF*=A=A)!=J.OI!8%RC7B5E'5D[7CBI) MHD5UW)1RDXXT?J@?"JX@"JHA<"8<=PW'?;CH3!R!NVFLF/XOR3$I*/Q04$!` M(-!0UX+&T\N.)K6\SBCUM,43YI1P""-,"=HKE(&DZ1[-G#(4Y?JT%]A MSM?(\M=D(97HXN`=AOHHL;Z.(BD!UG5AWA["BZ(..2#.Q=6HEDH9*>NP_)4WJ2.-'TC@FC_BD)CDQT*-E[MZ.641NYK)(HTBV43 MC4+/+7YB5^D!T1%=!&7]7]']Q!XS2?T-(=FS\/L!R79`LHWHLHQD$S$VEJ^` MY%@G0STN0&44'(LQ;!G#@0-E8H7,&+9'&)Y8.5T?W'M:(<,G1#(^$,SP?*"T MSOE"ZK*(:LNHMMEA6"B$0B98VQ'6#Z8%KKCUC^+Z,3X6+T_C,,&B^!&X(<%1)*8^C! M;5G'1VO6.SKO@?5\!(B,`)$)(.P\DQWE.2A@%!<>`(_ZAH-I$/%A4MZ;M"D= M.;=OK\2K._*"@0A5@-@^E\A"O(>RFR5=`S6XJ:$6(!(;>`WD*R`/C9T\LN8Q M+>+K%>I+UY\O2F.V4SY@I?_(:P&G5A74]Z56Y4M(K7C9B<%G[0>PW8M'\B1YX75P6*:=HXJ`F3[BCG**9?3KC907+C^`6 ML49FL;7E%E-*I4Y"@F9*R4BI0)0RDU213'>\#QY$A%.Q)Q).DP#L*3R)=OR- M<@8\(6T`2`,&,>Z+BZ)R"O3YM"#Y.&[B3!T6ABSO1J+JF!*D*V19^0E0[R6' M@$*X:*O@ M5_``913FAB0QQ5'[;(`MBQCFM](,K@E`:)%!(ZXK'U/E01("F M:)*68S&Z>8P8P5']/3$Z8M91'3=1B&\SSB>`,,U\X4'Z[^>#DL*'IIB9)-UH MQ4UYYZ>\&P:(F#S.\BX45:7L]]]`TO:L'6BW)=I55+95F#C?-:L][)JK-S-4 M;R:F3>9=P! M4@-=C>=E:4A>\EQM7R-D4*F5<:GH=2-ZM:+7278I:G50:Q[Y,QBA'KTNW<)S M6SRQ'Y+\D`DJ,FI>_B(8&^-*`?Q0#@4PZO1SBKKGXKT*0BFCN$1I3<(/4S4* MJ'Q2$6"'DLX(OO;I[!EGF)HAW90X1YZ:?,:=P=/QRTUD`M]3)WTM$Y+I1J@5 M$S(V2!K%3-UF$98%;]6Q5DG:E=E;-AEH/?0^*MFI/*D57KS\D0R`6XF'XN4/E$1_Y ML,F1#7$J5H?$>D]-EC7,F"U'BGB'EON5.IS!L0N>+)HANG##1*C72\;&T\II MIGR.C0TC>-!A%$9-&ZP8/!<:0$[/C(#OMBT+6VD%)6V5>/IRLS3>P81'M!0@>$2CL94'-%FK6HCDWJDG?B]PE)4\;`B;R$\>Y">%_E#*&L]4T#%$";I)*;:W2 M7#$W'+>DTOY"7Y#KZ.D/24)KR]P82;O=7M:L'5/DY_5*#LU4])B(R8\ZS]]` M+U0HPVYN>4>`:#[P1]:7.2`T[^X9TY_FM^/?)&FW>FU(J$C:0=(9I*@L\"C5 MAH!6@V"Z(_[]J#PF-Y2\6->8U9(A7_G;M/9<(]BT^@4&EELJ<[=@<-V)P3W) MGB?H]VZ(:S8`%((.]/=D"9L,E-S-';D+I+.0N=_GEWGDC&`,(U`#T!='EAK+ M748R5+O/_<6D_L+/[_$7%07$NF_D!]`W_%+?H(]X!]WQ.DH*#0IE;F1S=')E M86T-96YD;V)J#3$P-B`P(&]B:CP\+T-O;G1E;G1S(#$P."`P(%(O5'EP92]0 M86=E+U!ALK\C"`R8&*9JXDCV6YW3/5;L.+@#G8?6!)+)7&95*F)+?K[R>63)*B MY+*J%Z`',Q`@DKEG1+SW(I[^^$Z*U7;R;#YY.I\K(<7\9B+3)%4BA1^_J2(3 M.D]4+N:?)D]G6R<66^I.Q7913U(Q7^#?KY-(Q/-_3R[2)$N=$_!,4R?FSR?X M(@T-@[=4TMC7Y:H2.J,9*DUDD3GA\B0O1^9#]''#W%L$P5[ M73AMDBQZ7E5+T=R(>;O?[F*=%-$T3B-QN=VNZ6M5?XJE@I>J'G2_JQ;[E@=P MZWUL$@O35FU5G9H0_S*_FBB59#)WB(52*CI;C:W]$WGLY$0L&.4U%]A<,?CBNW8E.V=,8? MYI//$RG68J*D33*1*9=HH766Y$)*=&-;3?XE:G3ZV-76IC`J4WEBR=L#W^[0 M4[#VFU/SI-0X(Y,NR6DB.5\&V^2&C=/$%R:ZB2]THLE_T>X66RJV&/7N\:_E M(=Q+G9=@J!0L4-78M,2_@Y8=+]=T$V9M1:/6W'.YHG7)M>-9'Z*;]1V/1CO^ M\!7?:.MU+&'LM5_'X/-#Q&?SZT`P\FW\UN%"LV9PQ`V^E[3C_9.M>$-W+-M= MU=[=B[<5=3?#>POZJLF=J;B0B719%D).H57)OJEEL[YH6MA)8X#(].*-N&E: ML:.`@=-(.,WG/>Q6KJGH)@/D9/HNHA/#)(+@@\#4$%H<7;2N+Q+A,GHAT M#V`.=1_;L$WBHD73;IHV1/!2W%9M=3!`7/LX;JL;Z*L7U8%M M79;+`;TPOX!/C)9CLR!%T/FD=!U9W,%V.B+&7.WKR M5U,+O-4_:VY$=+FH74`L<3\W-W@;&;4=6:#3*C^'(-Q/!@@'YLA5:@;V#.0F M%1]W7U=`M<$)UQ5SSZ\QN!JHJ*K%/\K6,]967"7B=;G90+C&CCD'0IY,C2X' M(@LC>95F`[[`,5=)9VUCBF,C9GPH:0H?6[S+E(#R+#84,1":'ZD!6#>`4X-! MJA:M)*-%R>-?)9<)O;S'>:'[RN@)"H/\2"OQH^ MAS@\%=EG_O?#F#+2FV,&8U4(`._Y#7^5]3UA"L]I(H0Y@ZX+(PY&'B3>TD+< M`Z#QL0/Q%\"L1V#6?,(AG/4AG'-RC@L[](!FH%*T\Q(=4&D-"A[&ZF`,-EZ/ M!277B^%*12QP1"5H.#I%3 M7#KR,DSI:<=YV@E=2_&Z;?P&W+_=-NT]YSFOFN%03R_]3&87G:0%&*MG%]== M(>"_8(Z!9+1-PG$L+2-T4O)^!,TC=E'`P["AU:\^`F2T*G[H-Q(E=M>LC MPW;L@TT'[,/2H$(>/68?'%_S$H,TH1BF"=T`3A/L*$T0/E%X"-P]KEV69D=! M&$"1FKZ>`#V(G<]',UB)$%T$1%N(3\MHQL""^\=$S0'+EI`G07M21WE&W:<&4JLC MXWGBE6D@Q1TYZ=8G*()Q:@-.P7V`T6-\6L*G)5CD!_BTC$_K%T9\;CP^+<(0 MMQ&C361%@UOL=CU9(&`EQCUZ78W$:@ MA2=J<^Q&A@@)Q$&*_K@,/`BVYT4`#.?D-K%%/F1YW8FA]TD`5C8$5L;`RCRP M]#>`!<6;!5$_2S9/PNN4;#9_4<$$/VNE__*"">RL!X(Y%,L#K3H6202?_EWB M^!G`%P=!9GV,Q_K,=/E=E81Q#PDE=)_6RB/\F0Y_QWDZ`\[G%PC-/S)O)OQE MB7&9?`A_`VW[31"$)+FPZK=#\)3";?ZO<&GCP:0:?]ALB^%JO?#H4F^-@GC6_J_RL'EET#N&F M>L_]#\E;ZK$E\W#KP)$7ILBB%^N;W:VX!#.J""S@GSNQ:\2LK9;K'1+7Y:JM MJJX+&@`I1YD">K=[-@$,M->EJH%+0#7O09;V\ZFOK&I5P2$)W$&Q(88 M4!X#4_&LK#^B+ESZL56[7I334>F!]8!QPL!1I#`&%?&[M8>O(8P"ZX^+CU`*/V^_B$3Y5Z'P8FI=UO2]Y;\H[E3_"&))_@&>LL5C6G?3,IS/* M0@.!XGK/Y#WR?5H"=/%31Q>*S0'W$61A(.$%712RLGM2VJH,_'"Y7^VW/*FG M!N:!@G'7@\!T/"!YUZZHS!G[;BB\^9`,M*M%"0117?(R M?F0@E(/IG/%R5%D([%?-ES#FVONG%8JI0TU][J@ZZB!'8:PR=K*./X"FGM%9 M2EH8\!2S]`&QA3.T?+QO\HK.;*(?R2LZR_#Q>%X93.Q3ZC3+](!62(T#M9@# M:C'#W+7;'+(:9Y3BC?HA9'N4; MSRPG?7,.LVA'\_]D9E&YC_+_!F:QX^PD9,E`+4700M8BH!8LA2Y,;CWV9,2W MQ_.#Z\GQ7)(B8/G!J<8,JU1._K&14V,B!E9$Z>?BV%`%4/8<5@FIBLW=(%M3 MH63-0^T1B@4-1L(E7%>MT+3$APGY5'C%58)&7G53#LC M2XR@L>UL9^3W$582&A:@2J*@2F)&3J2XLE&[INXMCVHVR`,GRPL"&V'?A.*" M3P'+*O#K24_W3C9&RV\6'NG`R9P)D*<=B4B&47[I,XL#7W<)Q)8GE3[O#]XF M;O?^UI%/<#@U&69`A_[6WM^#NL6[O7!&#B#DQ0_"W(M?<+J*/%+)Z7AZ[_2@ M3.3T@9-[Q3IPLJ\"%?O.H>\ZOUNP^9$YCT#--2-Z^QLUHXDP7R[(K?I\MYY1 M-4C7$YOLG+LGOW+QF+D$O81AU_HR%QV``3#0=U9WK^UD)WUD)Q+RH8P[$@9) MU[*=C%^]_IGBF/(+$[6KDK%0,!8,%*>5>$8-)>U3?^3L>T$AY!OQB#6/%W?= MD2`LVZTWW2F#/-IR\.9LWAGNR\!P$FTUKZARC<3+!J[Q9YCKQ_UJ5=6W%5Z8 MMV)C!?.Q.,`FXL6^)L_5JZEX^9)'H>7&:@M(-KE0!AP/^EFP*'Y/;4'@%E*4SD<0SY$(H/V1?^6Z_^P7B6[;<-0\%=XM(M$,!=Q M^8$"/11HVFLN=B/'0(S8-8RTG]^W<9&L(#:0DTR:DBC.FWDS`"IR5^T'^?7$ MEV&)_K.@>PLQ8H+F,($WO[VW5?/^$KJ!T#7H6ZH<.9$CM^`1^!@LR6^OY\9J MG>:=6^.2G;CD7!J-2V-YL]TJIJ:KY08,^Y13FBDBJ)FFC`*5D:$R\JUY9N)Y MKAS+Q)-^O.,I9!Z[;&*90^H5K3,>XL64)+9HG1EK76BUCOF+%>GY56&1%YWI M,FEXGR5^H?0&7T#^5]U+'\&F+QC#[#H*AGK!T_FT&A2UH*@SBOGF*<7A+`$@ MZ5NVM[8`&Y/LZ$/@YE";0#;"BXZZBL:ETP8R:A!]IYQ-<+[7.FT=8N=RG?.G5&;(,.8H.RU4U%S_!W5;2XN,7OF`YV\)XQZU:V3]GK/R[65!>& MR.]0VK\3/?%<#9#_&:%'"SCP!&\2,1KD-V_UC3]D4+_$ROU^43_VW,U>,<+- M^#BQ@ORJK3A%?H_X0J00F0**>#BS;Q91Q(-:HY2'TQN^R![A'_Q`GN.D%VGV M7!M)WTSL\B_`M9+^$!V0,:A#IX*,0]D6IG,-@#R;T M5R@9E&RP[RN9"Z&6[*9*F3<12K:)8E.A&HF98DD1S>#:MD7%\BU2VS6DO?'= M5-OT-*YM2GC42@Y;/F,@CM75I#LM8I>+/Y+262K_@.5/CZ`BV`ZM%3\QQ*7\ MUT^'H_P/6KN&>LO67H/A51.-TN_=)O@NM M_*4,II;(@O2]%_Y2.N(+YQ^%4+\\+A4/#YR<9+3CT:`D9_%04MJ11TS41&?N M@*H/<&IMM#IQ"N-%HT`GC+0C1M*.[A\*(YM-_*E/SAS\.FQ.@A)*D=-P,9&Q M8D:N/@Y0S$14(J*;KUS$N<+&9H&27#7/1\#KOP`#`!>P6)T*#0IE;F1S=')E M86T-96YD;V)J#3$P.2`P(&]B:CP\+T-O;G1E;G1S(#$Q,2`P(%(O5'EP92]0 M86=E+U!A=7S-N"+@G&7#%X=&QO$B?KJZKR$.>!(B'1MI:D05*;>>K2:7.YOCOCTFAIF^GEVVL"T]8:HRN*I6(9:QB8:>P9O^7>CJ?3%_/YWZ4L/N_SE[ M,7E^-OD\T>J#FFAM2Q=4;4)IE7.PMU-:8YQ=._F76N%7C;\%G_$1GHGX`]]# MT1I*VW1 MMNK9![KV-VL76UG_``_OUZIU_R"V4I-X:$+ M3HHQI6]BA)!3NB.G6[O&<:#_O#G':&+QRS1"3-LI[@_O=I#9V12>+R[::S@S M14MGW05].>>?:_JO$`J7[Z>*3S%= MA1PO\;BE;[&\`%D$;%`6(5-?IYZ^VA=;]>9FUEUG;^SX]7B+>LO5HNN;M=RF M(.>_KCO9$:(X?:,NH'R0_9VWP_GG86]:;U<+R!4F*AWBQ-JN#)PF$EL2EW;>EQ%#K$J3;!N(.B""&J! MH*<./E(73_!C\?/E%T/%6C'(X?@ET\8RS@D#:8W#9\HX)HS;HTL#=Q/N?5EY MVR3<&U]+6/GF3")7X'Y,((?T`>X()P*A0Q,G?"$O0$Y8Y@1!PA(C]O@`:_NJ M!#(1ZJ;TRMD&$GZG*GD'X#0@?\#)096X'HMO2E-Z&9R)-`U4B]9R,E[,5H!, M@KAVQ-5:/8A^@F$H-P#)%C^#BL"FC(UP1H2$W[LY.2J4BU#FH$*H2\@@5.ON M[N$]8"S/]E"F[I@R>5!>>I!)+DK(,O%K>]ZE*IG(5>JI7S*_A?KT(=ISSQPD MW_0=5NI.K2,,(H$G)!-19,+<)A,ZE#[$YCB=T/!-8YUPO4Z$02?:OI%G.F$@ M&E8*/L*8(\()?T@30J\7>,>&+UWEZU^YP-)F8VJS<4\WZJ0;K@1ES7*7=.W_ M0$"\AI;L5+"`?07Z`1D\5C\L?-:#]`.:MAGT0XMWL+6TH=\`E/@YD-GY$EJ7 MK2&3NB&0QB0EGJ3$T[?&'2GQ+"6>R.E92M;2R3W6$+I2(6=+/F,)<6F1^.ZQ M'GA&,@+IQJ2'3$C2NSL.Y*N`+11O>Y6)24T\+>P*BK]-4+*P,DGQ!R0%R@RE M@PS62(AC!65(_ST%!?;W]Q"4^*<0%)P:QGKB.11`I!WTY(+TQ*">V`H-".M) M(PG`3WU+,H"5-\7VFGG)/W!#KRH-,]V3JC2L*IY4Q?>JTB15:5!5WLG1_)-Z MM>%COBDY]*97B#%&K$=*^^C+!NH8D>MWP:1_!NZ.Z`UWD'+^+:3@7.1VG\1\ M-BF?E(.S(C&69L06'23+S M462&S4BIQ]^@`$!-\92'&;Y&4B#:SY8EBY3O3X*3HN@X)(E8!,?(8N+7GD6$ M7E.:HRTB*`4^$DHW5HKK(Y3"!Y>L97*(.Y)QRY"SXZ9VQIL#&M-PH4[21`K- MWV=JXGHUD:XB6H0$77$?[R<;(NV@,OT-C$1WF\J`CNI&AX>/-[7$6.O,MER2 MS*#;/`V5@V`$OC6!PA!\`ZTBD*A1.N[[Q!(\P\Z/8`)FX6T$]'#)S>7-UO9&$ZM/B'#`(FB`\0S_/!>*]Z[A[3K)7,0`EM5R$IO M:M!HX\'P'3TK>M.48;\7'./VO*Z333S8Y8EUJSL:.K@A`[QZ,-/$<&O=U`/3 MEL0TBUSR/@#3GI`-Y_'`,I8)*HP-./X>`RX$9*K(YOP,7NV)1[;_BTP"9"@: MV2XM$N7JG7WZ(:%W^8NLK04VFB[!I[Z=+FB&N#X!9T[,%'+RJNU)>/[AFEC7 M8:M;J^LEL&>-M@8H0[[.C978]#L:\74KKO4O4S3V8JC;[DH0\+9%/@U4PJ[& M/:(WCL'EQE'<6N6MN`ORTB!\&-QGWGS<0=B2>\PNN%71\V8/9:=Y!\'4]9:6 M&>R#C_W";V]W''1^`X$^[NV: MN5^&OGCM`?P\934)^Y'M0AEK9_?R*3:UB(K+R%DKB$"/C\ M9Z4E%H\5.*0WH!W$DB'OQD:O!I0ZR%FM=`UM(!Q;GBS+]RQ/7>//K2;OPRJI M09*"`XZO?#_]<8Y/%$#;I.58_T^#`G@;(8NWSU;`W,2H$1MQ]9WHP_P3G0Z4 MH]:0TPXOO)K+[>)I7\&T?H$^`-CN`-J-Y MQW`X)LT[)LT[AN>=2/,.P[N?=`SAFGLT;-DT+O-Y^WU'_?#&`VIF#$#FP9YL M3YFP8BP-!#Z&E\4BY!IQR7JU9=[S!&<+O@A)YEOY]'+)BU"]RZYM14T8K`"% MQ2Q7I5WIZ.9+!8)A($Y),MP9O!TGF>(7_]\G#+,\HZ%CO;H\/`IQPSN1B6C) M&:SS8;[)`TR([T"PI`:J1A*%.FKN_18*QNRNI!"E;5 MI4T*UD\2?YMU8G&W&#<'S:S%BU>9%1Y8B]?.^4=<*KS)C7SV]9`B3XQ%WRN+ M8G)YH#(5F]6^1,;T-C4;J#P-5)$&*I28I^1];]@V=QW#0[3M+:UAV$WBLJRL M6<$2I^%J!$HSI((\@9#R8EZ:?4B=IH#'S'!]4]`I;*0M?C=Q,PS$I1D@43>[ M@;'H=LE[_X;A;+U/W"CA19L15Y2-F.NI;30P.Q2O;^"S9UON!0,+C;#0<#(Y M;49$DYE84]K\3MKXJR(SK*>E;^R!&3=:H>5,0))Q,9_9Q'H>Q"\+)B-.`)AN M$HP*3_MZH@[?DB^XYC@B(0=^N;0U4USM)`#21\.B'$B+,]SB3-&GCMPH;"V' MUX,IZY=''>;IT`U-*MJ&S[CE12('BB;?>L.+B1B&'=M=#6X@PQ%5W9,U9T&# M@S(>`E$::>*.E343JN2O[B=K!IZ/$1DGUDSW+'1W6#/]O33[IB^+W@TT6PV^ MS#6Z>)Y,"[NB-7N6-.>01TK#SD"^;`+B$@UV*A]]=HDG<]L?*)-UT;;_H[U< M=MN&@2CZ*UPZ`2+P)4I:]P.*H%EFD]1N"S2P7<5!T+_/O$B-)!MA^MC$HD.+ M$H?GWCO[\ZT>V10!17:UQ0_,6!*XI.%[EDQ&],`,;71X=2'LX2V?+T0PTGNI MF,N)0KB)S`TWA9%,QAN^1A`V4$>&C8Q^\&@WY5,; M_4H2A]+)BB1^`)?;EX=1'_CQB08\J0H:9V]NS;?#N&3VUW3GT>SVV]V<)5DA MN&J>(#ZLD8(OEU3Y'OHY..;@@9@GAZ;WU519V)4_<<(A@8,JC?NG4,':;P(, M`#^LI,,*#0IE;F1S=')E86T-96YD;V)J#3$Q,B`P(&]B:CP\+T-O;G1E;G1S M(#$Q-"`P(%(O5'EP92]086=E+U!ANR5UQ!Q&/J!) ML$F;(BD0;(E_[]P*`,&61(T5C"!0J"TK*]_+E\__]EZKA_WDU[O)\[L[H[2Z M6TQTFJ1&I?#C-U/FRA:)*=3=Q\GS%WNO9GOJ3M5^MIFDZFZ&?Y\GD8KO_C.9 MIDF>>J_@F:9>W;V4DUC;ZN'6MF29AB<`F-]D11E8<(/W%7_9J(>FVO"G.C:PV%S%/I+Q\51'V/Q[U30\88_--XF*_WWW9F)L MHG.;P^')2@W.(=MNJ]VNVBM8_'>PIX)EBZB9+55YI0R>^4.TP-6R:$W_-0V8 M*YCRZLN2>^[YT=*_PL-^^1`K;H)9*9Q-6DMNU601NB_-=:FF.M$^SSN7E^)R MIS.V\05,-G3"1$5@7CVU]M&U@7[IV_58MLH[EWR/K7ZU*_-J5N_5]4-3UW!U<*N;5LVA;ZZN#P^' M?4M7P:%ODM)Y'4(?3I.'G4*$\97='^G6*@H%#8![4(A3C"U#(/4$4EH41AAO MLW[15,)69][RHK,$#)CZZ,6R6>W;[0YN6P$<&7%7C`$+R^19=H8!+1QB\I(7 M8UA;9(O!(O*$P+9$"AKB<=_2L.I`9$$SKM1-;S:%BFJ#VTR2!/6=$\=M31+%@1.]G85'> MLJX";7!\T-?0B9:=:".9&IQ8HA/10W?/V"&%!&*92R"VO4,, M^]:PN7!,]:)WO&%O&?:6$6\5Y"T[(%?V3L;D:B(>1.2JI4?\9D[(U8S(=6#$ MIW[EX*77]7T#7V5Q;U0`57\)N&E8#5N'V%!RVC,WO"RC.9U^SX&9KQ%.5" MU:VCEB=;UV&^$N./%'UC-P#7,V_\$--G3V#62HC:<",8S'N42(BTS&%4W]35 MOF:$!I*',]3$::"C@.OI!0(.8/+FL*E5AZ7[(T,$^>Z^YG&?!9\U\[?)$F]= MKXNBQW"PE5'%#QCPS^VFEAETJQD%6\D7GD6\25UW*?]4MP1_4G5`!K]D M7S7UC#T(5WN[#(&]90_2?L#+[^4K5"NW:Q9&&A6-&PBCH+9RY\*%J7JQ@.57 MCRCE=BV;#RH!V-\401H!-KP[PT97796ZUVY$$R)#'&7008D$716G>D&18Q0Y M*9VH"V]I/B>Q>5I2\3N&M"#)<@ER6!"P_;@$,*4E>^"*7>" M*3=*DMW6G_I5.46.R@27`4\5*LO2I(`EP)T7E@GPR&R2CLN$^05E0N9HSU`D MD("?#J$Y2.)^F,2E.&(\ND%IU,.UZV2P^E.P/OOQ1$0!/D9K*#4+UX/U`#A% M;8JA8`IX>;TB>;VIUO2$D'VL@>E!%_29R4EF M`+"O!OHOR\YPK*MB%X9(Q;;C%B>USEVG*E]W*E\,%!CJ$QCJD;X?;"UGE(RF M6=_G3^E[Z`ML%I+7.41^&B#4SX&$"01KBZ+'Q"/EKA)]YVP.)WM!666[V5/X M\/W`-<>8A3;<.-%N-O&$D*X#]1LV:IHR\!KTVS00!8,#(*-+,T"(#3:6$GKG M*B_H.$LZCC,LB1K+FW(>S7O1ED.DW*SH1;0F-X8R\Q8Y&)N;NME#*)]2<*9] MDGKE?)&4"KP$^>Z[#(Q34"&['.P><_#N6QR<&9@QG-?%%SE&"$T(@D/#822D MYRP8,K2S(C>_0B<9TUB/Z9YW/E`XRM#OB.\9:1&T7D/OFM33% MO-5B-:O:%42#4`Z=&*C*ZWP@1GVWCP_.;(&W6S@1.&[3;C%'?P[\@=0!L1*G ML`\FW.#&HARZ,2V[12TO*HFYKF9+16:R%A#=;*/[&-D7E1R<9=7N,0A_W58- M%4+;<01"E0CW@P\-&@I2@+\T!$'MVW$(+BX)0;#2=R&8AA+!FB*4"%@=;)L] MN&S5KJKU^JB`T,&%(">.RHC0(ZI84B!E0 M!#NN9/B=E8&],!$JP?)NPT5?ITJH&.TIHAO`%.%.*:+7CFD)I_VKNB24D0XK MP$`07X@@H-Z$3:^EB.2CDPBO]RT%Y?4"PG#%S`X)UY5#1K#=NA)Z+1:ES>-J M5N\[@8\Z'IDB!'D@`J,S?^Y$1PH%UQJ`X0J\0V959&@!XND!(1%XIB2)8J,K M\5>>>)T69T09Y)G1)6^!90`()?A`THJ?M]5N!XA[QVP>(T&2WO&]WO'1_DK= M)+<))XWOSB#@FA'U!>D`N\J)]U*8_"65L%R>J022G>,TCM\NE?_B3K'\Q)T@ MDR28.G%ANO)`C,Y"@2`]0!OX")+#A.H%9<=4=(?4*_\W5+ML;AAA9E`8X+)= M:=`/4/?C[%%ZS`$V@QM5(&+T)816("_9S)U+TN,%A&:="TVGX2F-\0 M\Z4]*;%,B?F%8N:\B:E8^S?CE4?R-C%YUSW,@-+5UWL8'+F&_S1I-C_RW35' MGEF?-"([-WDM9N*WA(I,>_`R@7UZ`]DT;?5`@L4(X'WO\EK1QSL0 M!849#46RP[HNJ>[D`JNVH)JME-SBJJ4KJENLX//0]0,67$'=&LLM7'_FB7$- MF!("+6$%OPX\P"5_4&DCXPS6;H%\0ZX55,]&!6##9:PUM5GAMN-QY7NDDTQ94WK-0%UM1']NBY18=J+2?+76L;`=P M,3H"]ZAH"G=>5`)K>*XCSQVY`YK7M&@-Q$QH*T%N4YOH4J?V:EG0M?$)]<:B MM2!><=$N&DXRL.-J;RG!\9)%S'-C;I:!R?.D*2.?^$$68:CXZPQD]G?7]FY9 ME"CYH1[_9#YM7'=W;XI:Y66(=LPE/)4-(Z^Q3:SU,AW"FS2^*E'AO\/A*=]Q MDE--XB#K).59&&[5P%F[/R1?NF'[#U0OWL57A#J0;-Y1LX6"4*DO[M^V]Z$R M3^NR,G.,]$@7.15T%EKR@8JYP*HO"`)TPQ>)&"\<$\",.]D(57]8\':?OF M%;$O1YC_EI+SG6O#PEC&G6L3=Z[C@#&FW2A`07O*LFK6?>C>QP\O/FU+ZE-0 M7+15&B*GH?Y51'\W"CFW3D_#T266%*<0Q;$A5^)?HUPY;7]0B["_75*,\CF^ MF`^?+"<'%IF.62)$.IT!M^0I%:XQSA_;SH\*CSQTT'7IHBRO$F]`HGHMY&?6 M=[N(WV83`GZ5X5X_\&%V_9C6,<@\C"%^-X_S_'62P_\T=-M#K/^3L?/8_^15 MRV(VS1:AP^8B6__MO!!W?Q@,+J6%"'?!EIQDZ72\BW64K]-']P0OZ??O-=>W>)?VA[5R?#+V;.8`P M7FC@DNU):'X>^(F0G/\$W@;AZ0RE0!,FX$U'F6[O:0)N_G,`0"YP0PH-"F5N M9'-T7!E+U!A9V4O4&%R96YT(#$T,2`P(%(O4F]T871E(#`O365D:6%";WA;,"`P M(#8Q,B`W.3)=+T-R;W!";WA;,"`P(#8Q,B`W.3)=+U)E'1'4W1A=&4\/"]'4S$@,34U(#`@4CX^/CX-96YD M;V)J#3$Q-R`P(&]B:CP\+TQE;F=T:"`Q,38R+T9I;'1EG8.':1%D':6$4/00^T MQ+6W<*2-N)LX_[[SH/9IHS`LTJT;G* M#>3X)S/35%#4RM30?DVNKH.%+O!V#J$;DAS:CCX_DA2R]M]DD:LJMQ9PS',+ M[?N$)KID-9SEFG7_<`\>RIQ/Z$8MC6W`UJIN:K,_8^6,+AM+9[ZDA M!>JK)KW."OSZS*@BG;99F:[Q?Y61"SSMW+PX#@%/V?3^YVS!IK3WF"VT*E// M"V(N+M$IL;SBS9MGW^UF<]^/CWU:K?@R/['HAAY>M71+PN"&CD;'BT\X@R,; MF]T4=FZ@JX`^HUB!.]\=HH$"*S.NX#B&[)_VMT2KQM0:<$7;JJ)4+@Y9_Y+> MN>G>#3XL/CW3O3ZFXQ+X-@\\2F36_74%F(XGS1%K9CO$O+6$?Q+W6GKA5C;QU5!@&' MQ10MBU-P8-TK2I+D*Q9>%\O\+;@`KA\W"#-TT/='*$<99&"D%S/2*1!9'J#! MY`O:47X4-0^G8":[!.1*.$#?,UT$:DZ M8--B4>@L'.U&'B<7.33A"BMM(B^'X(YX/$7*;8A_;B!]-TUNN+0)/*3\UHO?HW.50C(067B,V'FMD%@UU;5V)Q+M20K>-T9%F M#[?^?MHYK,:2XC/E6T(*?B?IHZ8D)YI#PG0QNU9&D/!M!3\U]!T>F)B[H8\T M_B"[5%=#6:,U;6"!'*PL^BS;CQ[D?"`^=)XPZV`S^1#0ER)>SLR<=:KBC2.@V=>^()NP/!<89J+HU.%V'+F\P7;%D> M%41=]K&1X`O;^WM1@XTCS\JT'W\,868ZEF]9V_KL[2IK<_YV$;OV=,`9Z4;< M+?'W2,.XLX*[:H^[*GV)*Y\3WZX`YM#'#KFIL>93% MF1'\[I)G%+9ES%FJG>#M@ZP*UJB-,\Z*(H\XLS/.[.LXLYH*#0IE;F1S=')E86T-96YD;V)J#3$Q."`P(&]B:CP\+T-O;G1E;G1S(#$R M,"`P(%(O5'EP92]086=E+U!A=7S%O)PEIQKUSF+7;<($:1 MNA'3HK#[P$@KBZU#.235UOGZSEY$74S)5E!4`B0NN3-SYG9F.7X[H7#71N=% M-"X*!A2*>413DC)(\>NO6)X!UX1I*#Y'XXM6P;1UCU-HIW640C&U/W]',23% M']$H)5FJ%.!_FBHHWD3V@@JW#:]2ZO9>EW<&!+42:%IXTR-&22:T!*6)UF@[ M2*?9QLCDW=OWKXN/'RXG$(0#[A1&E%`I,R=E!3P@?U]E6:]-]5ARJ_(FOEXU M[:JL.^B6T"T,-.;+JFK,YX2RV"24\+CN6EC.86*F797\7EQ%5!!-A<`@'/)P M60/EL&R`RMMX=IM8>:L<=:R:JJM,"Y?_3!=E?6MI M9W70G(LSI^F#N:O:KK'`%V4+L]7]HT\!IT1*E>\[3ET876)L;*WGTW+5FAET MB2`T7B0CZVOE%BWZK6(,Q<.R\8_#KJ7?!9\,M'[K78TJT%V_ZK;%/YE%>>]N MS!,T;.\\^OAIHJC2WET/B7M(S@SS8##\L*IGIG&6F+>T^[PQJ]K?6=H(N*M' M_-4QE*NP==EX\:]F1@`_#L%H#6$[2GO%?%E$%.S75CI-4X*EJ3),%%!E%Q3K M%4,4S6T+[3<.U92D&E3F5M@\FZ89T,Y0(?984,_DL^JY5(A[4/TZG*%\7*[C M'S^>__;=Y`S>O;\@!YU#G>E)SDE-.+,5NF/_6!C7CGI3+W%449*S`Z9\Z;C> MNXEO8VR)9,2)B'UC^.L.F\^GG&F"W4.?I-S#++X?PJLET1AFEI(<(Z-SHL5Q MO%H1B?XQ3MA`7JC>-&&H^#>EKU.3,"+C5^X:-I^K56U0]1DPZZAS9#>@F2"Y M7B/,,FOV*$"627QZ$*#LLW<3GR<<.\GVDP7&28X!&LE<8.G%8[>VC2["]87; MO98#DP1A4$FR*_.!X0E4W1Q_]\5 MKG55!T&*S&>][R59OO64<;ZK]XGU-"="]TEVP3K6`,CYRJ[T0/D/57Y(E+<2 M$G74")>,L$$;HW5GV[J_0#*T1=-@U2_7H?V"EBN(@@IO4V>$0TZ4-?@KU(,F MT:]LUZ;UYB%X\_.P#`XOM2UCP?4$Y(=-W%=`4/6-``7SS+-CC&\8Y^$H5,&I M8\U>NN_$M;RM3CM$&29+,LL5>S0QE%.9(WQU2DZ1;U/UA#@'CB?Q=6/::F9P MRI?US&.C&4DSFF]C.TBW`2#6M!`G`)1Y:OGY^;ERL:C,'(\R>*SIJK\,_#2? M5U,SE..`(5>$J^>2+.0>AM[%YFAZA292#0N&LU&&[)SJ$+J!(^+!$2"E(/R4 M$8!G,*+^SQ$0$+YX!`P!'&W.GA+GB:9A$#R^@G$[OFQJTW:0A!%P;?[$0S+. MG=A\+9%]#O*ZQ`+(OX77O>`A7@]JG^-U*1B^3YS$ZU)PRT$:-PV+J%E5YOZ:VH0$; M,.8H()[E-D:XW@/Y4GJ3]NW@@&A/<"S'@^`VP>%^CND;I+E_!P`377HX"@T* M96YD%LP M(#`@-C$R(#%LP(#`@-C$R(#'1=+T5X=$=3=&%T93P\+T=3,2`Q-34@,"!2/CX^/@UE M;F1O8FH-,3(S(#`@;V)J/#PO3&5N9W1H(#,W.3,O1FEL=&5R+T9L871E1&5C M;V1E/CYS=')E86T-"DB)U%?;DMO&$7WG5\R;P=02PEPQD[?5+9$M;RR)54F5 ME`>0!)>T5Z0$CH= M/9E.E9!BNAS)JJR4J.`_OZE0"^U+Y<7TX^C)LYT3\QUU5V(WWXPJ,9WCSY=1 M(<;3GT>3JJPKYP0\J\J)Z?,1ODA#P^"MDC3VI^:Z%4;A#-C:\-83!=O41CA? M>@];PV1:IJK3;*5P]OOBQ;_&$VE+6?S]U=-74_'JZGG_18S_/?T^.\]$AM(X M*<5$EM+:FDPZ,KJB3E?7O;T.1TP&@]\7@OY-5ZU8;F_&IL"_+>Q9FN++&MXW MUZ+];85O,_S9P]]N+$M;B*:#.>LXI1VK4A<+T>Q$(SXU'8X3VZ7`YXJ76P]3 MWXYU&>*<3UL:_%><(/B4,@9*"0V^=@'F.`S3\?F.8^I]"1%Q-7C&T'@\LF4G MLX_PQ/I#T7P8CVVI8)6)5168\@P,\F20*L`,O'QKSAKA;FN0). MAX]7F_FV@T,T^;3M)A_R^G;V=6S@X-^-/;G`%!<"YI7HKOEMU[4;GGQ#OSQ6 M\$H;=!ZTVN6RG?,H\:%8KK/Q;#;Y_@6&"K_-^!$GP)%G'\:"6]NX(K=6W&H% MNR!V?AQ+!9V?N-5L*D!799]_>:6H%`R0.JBNZ'&US&!P$#X M^3N#H$3,;,3+;0?[:VS):O(&@-D)[D5CP=3/PZJ=:#>+=B%^A&8H&C9.EQ5! MZ'[4XWD<^$5>"!E"N!#-9B$([HS5/J2PQ4*LVJ[-.L4L3N_:)?1LYNV'<P53RT#.N]C*#+B<4"9\A`YQD*,!5XUN$ZXS@J@FN!L_YM,>)(_8UQ*0O MNQ.@&IZ1(,A4CH?#COS0$8`FPN\.[5\<90D$W9Q`UR>4 M/!LPX$+JPH`SW$R$6V^XB""*FW69C2?R"``H(31X?\>]88""8?\FM.DCM&FV M-,>;'O#VLIUU\/4KP4XH3SCR%[RUI!I1W5-[NYAW&]Q-Z&E^`K0"W MNY&D'^A\1]&?_R)^NNWFJV;7QI#AW.L5%1-NNZ2:X@K@3_^VYY.(1;,' M8Y^W\S9VS8!H,J3C[[=B[(JWZX22X//L'O>51O.^@*N=N+SN6E[,T#Z\`WKW M1LCH5PKQ3=MGKQEO\&(Z^CR28BU&$M'@A:UEZ9TP.H"+A)0H&KMV]$^Q08EY M+$*L!<$`!5Q+ABRJDBME;5DY) M\VK[:QNGS>*P#B1>"C/$N-D@C,*377E+@4"JC+J)B8 M7?P6%17F-J290A)D6BPK8I#'.(W9BZBT$#Q)HJWI"Z7K$A-VXM;!+L=KQSQ) M:8N47$ZZK".-[Q5$R1JB)!6!,^&X"SCN_;(SD:12.FJF_TMV9)+"]Y("`@*! M!F4+69Y>UC1IP^L,R9Y,/*).!8H8BPPZESIPYW3?1)T*!?#]U'F( M+7].(5*)+P[.D?BR(+YPH0=[$U]RXN.J(9T?A#05>,%!W--3ZRI=' M%7+..(14E7!A*5`NLL8=L";;ZWB7R!I2]=A_S)K4D<8/K'',&E?$E?G0F%.3 M<0^HXIY`X8!`_\.4&5/H@#7P@G>_FD)CTSX4;+S=TT1%=!&7]7TG\B3TF*_XM(=ESYO<]DFV/9!O191G))F)L4+"`Y"B5 M09(+2#,*CL48MHSAP($R420SANT!AK-=CM<']QZ+9/B$2,8'@AF>]ZCK,=]) M71%1;1G5MMCW"X50R@1K.\#ZWKK`HEL_%M?G(!>N#5(]I8%/J/\2O>EH6`Y2 M]+M2R?%1P-^/QQR*7-%F$>:/PQSDZCLNJQERQJCA'K@DR)&24!I##VXK.CY: MNUC3>?>`R`@0F0#"SC/%0:$#!:-8>0`\FH\<3(.(#YG"-\DH'3FWW5R+ MU[?D!0,1J@&QN[%$%N)5E-TLZ2:HP4TMM0"1V,";(-\">6CLY)$-C]D@OEYC M?NEVIV5IK'8Z.*RMY]X,N+;JX+^MMFKO\MH:^NQ@V2M7Y&?6:QI\M'M*H$%G MN&+SB]@NQ;3]#1UP55Z6J:1HHJ`F1[B#DJ*9?+K@905G'\$M(HTL8FO%+6:4 M2IT$!,V,DI%1@1AELDJ1MN[8#AY$?%.Q)_)-$_^W%)W$.OY&)0.>6#5B:AAL MHM!5.=(GN2+Y/)AQ0HF%OLR[@:DZU@3I2EG5/D/JG>K0)R';E\ MNG[(NJRT#=\LA4#OD3E*UL#MV;KO>"\*O9;L5\!;;;@"4Q$P!6T';F"(/F. M<2;+JI9QU?>).FUWPX/$VQ89`E4&)@>\%@([CA*6!:T`XD[KNO1X&2BM.2-? M@="H0Q#:5*4\SE@?S\E8L*LYRE@'Y#O0>ED:^7U2^H0A]I`O/92'NS6CH@CC M5DQ>2N^XB\NIZ7-J]@-$+#`GJ1G*NE;VVV\IR3QK>V:NB)DU2;L:B^N[=KX% MJUGAF5[AF5A:F9HED[.@U*N9FCK692)GF=,SG\QUF3E5(TEO;Z@-UYN"CZG` M&\KE;JV'$,8,IYDI&:%14@V4KHG2BBCMR$HBM&%"][*@8QV1EV>3NGA#&44%1`I6RZC MX4"V!KIP_="3<-BP=R]9?5(H'@!AR?'9S6EO`"1'OVT2@R]OKV]W41/BW2Q" M!F]DQ&%(X)`F'ZJF!Y7S<:75E5XK?19_(;'(TW<+>`L9@5FD$XL1`A/K*W#^ M=,7?._9KXK/J^:PB)541K[SQ0A*O)W$>,UK%*TS&Z&SZ(ET:Z)JQ$/^8,_)` M1%E?]Y[U4`GZZQ"0=09)%CF,4IR>X/$SN'P^4\5]`EI9BV7ICPEH9<$&@WG] M#TMH91Q4OC@5'*%C\/C2QKXCBC^.T-+H^D]/A'DX?')=CE_CL_L-[M>PV#4317_$.!]$H\_#87J(B M!)60H&4'+))BA8K(#A-'T+_GOF8\=JQB6+!)['E[[CWGGE.Z-5J/LQ]=X7\$ M-)=H+6'(:KIP%;"J4ZS&C%GAO06L+D_T&=#:JD:TZ@W8!ITD7^A%^9-N.-0-G;H:#?^^Y\#)BV M^6$DB`9,6\9TU%.0%SP4DH/TUDB)R8GPN1%91ATBP!#87+(I1$40],G>/E5B M+K]E*4Q=@G-+'0#U%6:DEZ4%[1\8[5,/8!1%K"[7%J*H,)9_#%\!]G$%K,JR#D+%H,-@Z7S5P(E08'ID3#S4 MB]4&<'\Z\1'W+7G`FM`?N\$#G#T/X%;Y@$`7%Q-"Q2]5Y6;\D'&#&L9:_UHL MS[:]EZ<]M=^Q+PKVB':J9*>*B8DZ5NA:F9CP71P3QZ?Y!8?ENCCA&F@+7QZXY^6>UJ7H M3F"K8CDB7/P8F3#F@)@XH MF1$'!F!540.?E6HFV2FN(=LEO9$(7,H45BIH!C/;TSV]`_?A5;]L^%@>7^U`"3=['NH.2 M(Y$71N2%"?(B3`84!_*H],8F]QGX38E(.[=-IJ/XV#5,/S^Q%`(;-6WV9NN% MM$[9S3I[OST>(5VA*!'M0,K350OQAY&\2G?$4@YC;M;QMF?56LF'4K:6W.)= MV,*`SJ&,L:ARL`&(-X`330VK'45J!]M)VN/#)SSGE1-K1"#]!3I8=A3*/$4-9W3)O(CIA$G(P\BEZ&E1]2'&;D,,P&SX1.F<#9C.%<4 M'!=VF)9TRG9>(@*5UJ#D8:PF8[!Q-ZTI4#]`(M8:I:JV]+=(JU99;2^EZN." MDE+ID5)5D80*5DLID3`_P(*_!1@`2_M?V@H-"F5N9'-T7!E+U!A9V4O4&%R96YT M(#$T,B`P(%(O4F]T871E(#`O365D:6%";WA;,"`P(#8Q,B`W.3)=+T-R;W!" M;WA;,"`P(#8Q,B`W.3)=+U)E'1'4W1A=&4\/"]' M4S$@,34U(#`@4CX^/CX-96YD;V)J#3$R-B`P(&]B:CP\+TQE;F=T:"`S-#$X M+T9I;'1EQ766_;2!)^UZ_HAP6& M&L@,^^+QZ'@FLY-)@AP&]B'>!]FBCXU#*I24X]]O7=UL'4[L;`:8Q2X,6&2S MC^KZZONJZM%O;[2Z6DT>GTX>G9X:I=7IY407>6%4`7_\9)I*V3HWM3I]/WET MLBK5Q8H^%VIUT4T*=7J!_SY-,C4]_=?DJ,BKHBP5_!9%J4Y_F>"#=C0-G@I- MY*K559YW53F[#&&%GC*H-KWF;N+'L_U38OL[/IU.<-G'A4 MFCJOLI.IRWW6=Q_;80V/979#_\^G8$:=W=)+.S6XY,WFO!\6_+V;KY-/"_5R MZ.4`_KY:]<,7.,EDZD6?3E6+G973?YX^G1B;%XVOP3/AVF6\0LU7>+KI6G#I M3!GX.E/G+6R3?6(SV[93)U,+^UU/CW3NL@&LR%8XHU]>MX-ZFJN7\^5ROE+S M;J&>;M<9ZNI!A?,R!!TJ;'6*]A&EU4572KF&.O8G-^[BQR=2/=U M60?GDE.S-;VC'5E+`W-R#%BRZ?@;C?:7]/,W/?-%,0-TU5EVR7O=TG_T3P7^ M`9M__7S-7\[Y1[8!4/NSJ>*WG@S8.ARAM?Q!3%CB\[P#8.CJ/ENI5YOYL$X. M'/ATG*)>TP8\ONQEFNH[]:0?9$<(]:-7ZK(GY_UZ.ODPT>I&3;S5.0!7:?"R M,O`,%-'(A*&=_$-UR)M=MG@/GH<595X381)Z#!CLL/FK0^LTV`&14Q4^US5R MY#T'D(_KWX+#8FQX<,P'NC,.06BTW:)=J.=TMSES;-E>)@AY!M3*VW0ZRL8`0LSA2+ M@8:1HMH+PT"+PC61V1UPN@2@,*`JV(DXW01.>XA0SWS&T(+[@Z%V9+,G+H?A MP&1'JP*+2V9Q7+O86O$T4EB;A,$5FDIB5H@*(8,QZ'=8#!0D'E?$X[_/!V0O M\O(P;2N*74.T+;.9(B;RBBYRV&EK]IRGV7FZ"+*X)I"N\7#`43%3?6`JP`H)X9Z(D:]Q5#/#/6R,3)T*0SU2$0\1NT<>A+HBZ]BP)+?B*EP+;QOF7`U M'#VP'3R)V.KDB[`53)B"U'3X/W"6QXBV\'O9#_BS;1-Y\?1G`<^SKSZ,0I&2 MIB'25"P8NY2)R@B$H4VUSWU3ISIO8WH33`*QJI18%1.K$F+9.X@%XN%-V1QF MEJ3:K]+K4.+L_Z(I$W"VQO[E4R;HLTU29IHNM[+5?II$\MG_*#U^`/)-0TKF M##G=S=`LE]_,DS#O:ZD2/A_.EGO\RG#+_V>X>V4XCB+B MG!LS7!(_8SUJ`]'L=CTZ$@Y?A7262,?!7:(`X38K^A'R62:?E0.1?(-D/J96 M+GQ/C#GIQ9(ECR#A$%:\O$O273AW8",DR%^W0C*[59+:6)(..^>E=#,C:&8YG;#C<7\]E.`X)=@2N5-R!XRCG,BM_L0*23\*;)R]!)C)Y] M\=4F!`A9N^VE"1\+;\7A^3'<`'G#'.J82[U$*KCB`CV=,$FX,ZSPRND'=$H- M`8/>N!KZS5+=0=8Q0QX@Z>J;)(57$SY^G:_'7;>9\]E4C!HQ89>G/P`J[SRV MB7=`]?X>_:*'5-C4$:AZ%`2I5D!%_H@J8M@A<"-%/@9MOJ"K0K'VA1)P.P^R M<;RYVJQXT:@8+`\-TW'DA8ORH/G4V&O6+`EEFH_K5#/B!-8,MZ,9,4\4#=SV M/HKAX>:[^:0.^:09!6.@>AAKGB/O2[#C#7ODLSB*B&GSH"'\)/Y8C]$$;R>4 MT@;,C)!K%[R-S`PZL[6<"V&.*P^A_:+_&.:<"SZ#,JPF9B8EI8EJ0D!AM#)[ MJB@IH&N/R98Y;0R,FG)&!+T+-@QLWIU2XVKP[`.EQM4&P_CA0I,L'"OMHJKL MCLI@-/52[R;BXM*2>)26,(S.:0Y)RX.*;WZ"8`%X;2CV^_W"_U[E=]06Q]JR M7VA_35L>A(UHRT%L[J,LK@(2_>G*8FJ)\O\&9?&[14LHGD%:&NVBM*Q(6K!# M.G*U%^[IC&^/]@/T!#QWJDA8_L'Z@[J"T!/@(%?,)`R<$[6LQ;FA.:"B.NP2 MJA=?ETD19T(G6X>6)/00%IR$6Y2QCS#<1^`0G@4L^F73BFZ%H04`I_7>X%-L M'BI"U0KC/)CJ2VVL(XEQ(H7 MS:4="&B3M@O>-I,2AXN3M`;:QML*WDD[([`WI=,)A23Y09A+\@N@FTR82J"C M]0)ZR$P$>@+RF+&V0);FT#!V)6(7[YB1)YFL9+ M2@R:KN5C&G_Z\CG%,=47+ANNYLR%AKG@H&=MU6,:F-,YW3MNY2XHA&003>QX MOKJ-)D%8#BMQW2&'/-AS\%3Z.CKN8^(XC;XZ;:FAS=2S'J[Q9[CKM\W55=M= MMWAA/HJ=%=S'R0$.44\V'2'77%'(JA%J($@[Y%;..E``$&\)"%440@9"J$R+9R9="5'C672 M22Z^YB%D'5?8Q#"'M(LZ9TIH+78)8J/.F6V=JU*=8^YB-)9\5)6%26OZV4EV M/TKXJI@7R@CRY[%R\5!LUAEC&"J.B*'.>#AX*T%1"XHZH!@6[](;?`D`2BF`0I';1"7#YU'+ZNPAE8[)P8*[2K*\L+X)5?Y9-J>H M,$1]AZ+^G,B)7C5`_2L$'HN_E@?82$2HE6*=>WG(>Z[!Y M.U#!21'(1UU*C M3:/K,87X9.`Z7&%:;J,C'ECR&S9]\1XX5_H^1`=$S.G]/F*_OWH=N>-#?VA" M?RCUF_HA/9C5LZ"OIFEY; M]QA86GU/W6,*`WH?U:\)6&KI59"]1T)?:HOXAQL?A4B_.YLJ?NVY99*W:WYK ME318_"KMV9+?F*<-N=P!4U^!T]*>:N#VBR=M=7)"2+M%2++HZ%4D9&+$AW'G M0,$G[?GP;^++7K=A&`;"K^+1Z&!8,B79>^:T0U^@28-N#9H"??Z2/,J6D[A. M@`"=HOC?YGV\HQ5).A%QVJQ]CU(!R'9]<@*(THB4MCBA*-M&&(L#*ANH%G"\ M.54L&(@^(1C<*X-$4FY5W5FSGN9G M-6SS0XX7<*X$/21UC@2I)*TZE^M0;9#&3H>]Y;%3M9%OQUG(8IN=,;_8X?/[ M#2?@?!;*"VZ0.T*5TT\8^C+6]JBRH\'B]T-[P_,>R^..I>B3"HZL%[.&/4>@ MA7'`92JMD9`VDBFE,ZP&*@'4'/45U`\#U9*_K840@Q0$US8+R%=40-5&^:4F M/,>1`K>70Q3.SK8;G#2#DPHXU<^+N_/_K^G:NA^,\F)[_,GCR4Z/YMW.UUT+ M1E^?EJQ2/NM#G?(>-*\99409?@ML MK(FJ!O(^/#Z0(0!#%[A(K%+=!QG@J1@QMZO_`T;FJ>!1TSL33Q MB$[16Z?P2YW"Q2;$?EAO%?S*OP(,`.P#-1<*#0IE;F1S=')E86T-96YD;V)J M#3$R-R`P(&]B:CP\+T-O;G1E;G1S(#$R.2`P(%(O5'EP92]086=E+U!A.K<1`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`!7>L(9<4-HCU2E`\O*!JU[<*\17%:&A8^T MA*X%H6/@%[3ZB44O" M"\%)`EC.VF:YOB7=+IIVF[R\II<[>GD57PX+?3%;R9[7H&9WH@P(0@F='`QF MP`.=0*90:9E*2_A9Y.`R>P]$[CKH M'PF-JVAY2;+BJ<_.:4*^"<(64>9JV$8XSQ6@=R,H`5Z>Y#V0`RM?9'L:R##??!7`1,11'FFQYF7SA8S$%V*/&?89TB MJ*E\H<+H5\L08@G#823T-W>;#1/9=,E!,@$]P_=`W,W\+B7YLV"89)#T=CN% MC?5[GFI`&\+2K0^0J=E-?&1'CK-T&E90X2.]@/>7^AJ%&2' M0<;0[M*<-DHQ6"CCK6$F9!Z[T*NG*\@5$JH^(%(:]:`TTNI._]X).WF=?.1V M'J>2'#MKD6;6.IP\O;NYDVR-/ZT^P0,&BDY0SW#@N58\=U^9*'S#1&`+L(T` MI]'*E%#2CT@#7'(]*-U\3\GU\(*RRP/:=$Q:WA0B;L68F9]0,0]2YL6)Z3KT ME"V),HLK(ZQH7!_X M!67NO0O)"TIY06EK?@'B1J9X*25DOWJ@B8?*BM$%BR>YO-Y3V<`98NA^C0_4 M>>W\OO61#]=>)ZI^1Y(A:1N2MD:+P(U3J`1%_MS8K"I]FC M].G5J?A+$G\=M5^)E:R"VVO7.BOI0MEK_X`!E/;L&R;P[B$3^`C_]VWK-_)] MLH:D!MF1N4H6\:F?^0`@Z"M=2`"Y^.V^GNG7=4A`1FGVR8BNRMB$C/>)J\+: ME[9(8^\RM`J'[=<1UNO7VBZI!MSB'?!!1MZ"%,'-`ZN MAJH$+J)$0W&DBW"UBV;@<2["5,, M[.,;T`KBEB%W8Y,70*4.8@;Z4#I`(?!';U`?YT=N4(#%?\/FO5O%?!"3P0'/ MEU].?Y[GDQR@;\>X;R1#S#_2SAXZ*0PH> M7G@YE^%7#5L3[6GWJN]K=^9S$?)/ZV8..\+3=`?/NP664=)F(&DSZG8,+\?$ M;L?$;L=PMU-1M\,"[_H<0\KF*@U3UK5+G-Y^Y5$_O?086(,!R7RW*]O+3;AC MG!Q(?"POBYN09HD;SEA;)I_[-YOQ10@R#^6?-TN^";MWTS:-Y!,6*TAA,4OS MTC!YM/.E@I1A8)T29!CI2SL.,JU?.H`N8!CE&;4=Z]7-X6:(2]Z)]$1+CC@U M0EMJI#:P&>I%CF[LU6RSP1I);>PH@SE7YJ57#E*,`U&!"W%'9S!L&+XK@Q60 M<6(&ZWJ)O\Y:,;E;7#)&>ZIQ6M7?!"?2A\R=-J[/D0E$8O.5VZ* MS>66RA1L5[LM,J8SJDE+55)+55%+A2GFC-SO'1OGMF5Y2&X[IWNX[#JR+'?6 MG,$BTW"U`J194EZ>0$F58E_J?4F=Q@6/R7!=4=!QV8@M?C>QZ7MPJ0N(Z"8# M6(MN"._C"X:S81_<2I97V01;;D6]!0:H=!P,#EL M1I(FDQ@H;.4@;/Q5%1/685G6]D"76UG!NKH8F;MN%?7/(J@@.3)@^]XYL1#,.>[:$"U\-PQ*[NIS4+N;0L[(G6[%ABGT,.*38[/7I)!\0;U)NIM/498B=]VQ=,DB%KFM7A5H^*%.%$ MQ6J!!W188K>DX=N*(R-V8$1:YO#L'JN'4V[O,6"4[67'=/030HUC:K@I=%1B MC.)SQ""3;H6S/>"(O/PI6S,9%VNZLD[KE M*XC3\Y@:.2^O.3/&VD4I+*;#@U7M^(K6\,`OO#&`%DL$4G+FBDN_ACJ(CUK)?TRFQ-B6V&[!/K*6R:$HHULH8 M*IA'$IO$])'$PO/5_YK8^`Z?5L(-`1L(`HTUB4#H,C1@4$=G]T9R_?R#>KGA MDA3-[2;#N M>E=)@H^`Y/7=K$UEWM[2#QYT%"JZ.'VMKM?MF-1/_#$=0Y6LH19?C!WN(51_"Q])>&3_:Y2.3]+:H>9J+ MFB0'C/Q'S:NHL6O0_"`3,Y`VB)W-[!-(9UGLIH)@#FYTFH8E_A9N`I7?_/=$ MI%=FL@$W#;02J$4=JKO=[ZM3!9I.,*"90TSN*!G!VJ(O&I*(OKR++)("-$E*-2SE3CW+0RQFA6`7<@396F!%3:XMU,DLU_I@*HYJBDO;3[[S48X7(7`MY:093 M6QVB54!,34,1):&N/46-5TQO%)<>@$.7.QHNL?)/='&DH8H,\#===JKCNT6G M?D(Z5Y%CG\^$Y7A3!EIDNQ M_#A[]KSS8M71ZUQTJV:6B^4*_QYF4LR7_YDM\JS(O1=PS7,OEB]F>*,L38.[ M7-'Z M"_#DY>5-&\+'N=)9(4.SGQNXBG7--V&NY5K\V@`,F2TJV1+P^T.=6_FU>@!G=7,%2%^(? MS2JC!:_J^_NZ$V_3[K!HAUN4LCZT=<.W7?S@@]QL:>"._GGZ6M0=&;'0.O/6 M%P)-\T71>[)D3ZI<.;;JY>?;+1BEY35?]O0OT&UU_6$N^'F'9X1A?KKEIR"> MPZ-*+\&/!B[W_%0W>-82SEK"*3MQV32'^HX7?TN?H;=*Z\,8;QYJ^B0TZ[#&F\O#S:'; M]Y,,1!0N%%IRV_*G1_/MO<3PL+L;W-C+U:X%RVN."2Q^&]IP-$'$6(LV;.!= MLPH?YIG@X.19I4MU'!M?P,@`!D:#RBKKU4D070QB8?R0Y&A*)3'3Z70+EQL9 M,\YA%"C?;,JW2\KZ*KH&C_>VSR/-:5?)FB\PX;==$^(7%%]':5=QZ)WD34+@ M\VGPKSX(2S:OIO(KA MQPPAPOC`R6;E'?VCMPI`';X"Y.(EXLDRGBREJY7T"J.T7@.F\(''\:B,*DLI M'3%E^`5AP9+'"4\41W!T)]XW`*HX0N2^AZ(S;@]:.M M_QQ6;05F!GGIY7+VYTR)K9A9!XP%3.N+K(0EP)W`^@K)O0VSWT6#I6!:`)P% MB[7P!3Q1$1A1_AJ3')9_\]B'"BQUL)DK<4_\$#/)X]>+,31?A>L6[,84!-0I M0U2M+P1#UC(>[0!8.\"U?\E@]<=@_>E;T:HYP:=HC5QB2SN`]0`XM5AL(!5T M"3>O$!!@3WU'5TC93P$X?Q7$4*-LK%%6]H#%."OXG+^BNL9ER7)9LEB6Q.L( MRQ$BBV15$1')3%%0AFGB"C^N3>\R\:)NVW!'U,W_XG>P'J;M=NL(-AK>TO\G MW-XP0?]RX`^^Q#,#Y9:)>?5\H1WA/!:NG,OXL1>-BV9&`"83,,OMHP!4#$`E MV:@>@"&,`!AKEY&CD=O>>O=Q6HBE;BXW=NYC09&&*HC M&"HN,K:)D(DB=5M9'*V@2;B#WQ.LMW<0ZR@^QPM(WJ`!; M'FA"V]WRC/N(OU[746V=DDPJ@-9$([^"5D=H_0J*`$%?00_&9[.)!LD8(&_#DZ!`63?HO3$JO3Q!1]1[13Q(/2U;6*^@$A6@2T0)\KS\ZZKE M(.#PA<_LM&BU9Q0MY\&:OFAI/2`RTM@$Q9Y0?%RX8+!!W5M&I++R@?Y%:SW* M3M5+U:1\,(/<6),Z1G454:T>+W,*L`>:\2Q0`Q2F#-U;HKQ6`Z@?B&T=VBTY MQBCZQ6X#I64=XF,T;[O9KNK]%K(A(II.#$S@53'2>K[?QR=G[H$6]W`B<%RS MWR&B'Q)(L=>"7)EC`X'U++FQK,9NS*M^4<.+QKH7ZM6M(#.YU$99:N3U',D- MA1*<9;OO,`E_WM4M]1F[20:FM#!5IH2%_^H,X<0I:%62/T,<-N>DH*X@T;$" M?.S3@TYH=)DT.,KO7=N!T[;[;7UW]T4`8P;L>>%61R5%9'''_5--QWS)1`D> M+0%*@P]3;ZE]3$7@DNOMGLCCY@;)8R?VMY$F-+6*%`RH)MZJ1R*LO4]J/L4Q MVKA#UO(+3?F_I3YV:Q28KD<1G M(@EHZ6#3R]BGC1K3T.TI+2\WD(A;9G<%S%R-6<'TZ\;DVV/?UW[:KD+7:VB4 MRL@6*K^OX>,/>6&7V.)$G"P@_"PLON0KS.KC(N''_Y M!4%73^@OR0?8-9ZXB]K_NY3"[>V)4@!E5YV4^.RO?H>)HCK M":=IXS+(4>O+K!(&J>8<3BN1F&P!SIJ6D"]G,)IU59(_?1_+$NB(%Q#L3S4$ M(T+`=U,DN%1Y53$P`FMK:@@H-"P@?B5:JL<".W"OMDT-N242.8,0JD;+Z'Z9(HD# MQ-T:A`8)BZC1\++=[T-`?8;+HCB;@LJ"D18.#:D)#2&4?G^VAP='?:.'(7/\ M`*KH%&#@6`?`VKDJ)?V]`$Z0*-*0(UO,:D=9%V\P9RUEK)=QB'.6[BAK,7_O M#VUWP'2SU+`QV\+].UX8]X`E0=.2I^#IEB<$\2LE-N+-8.9:1!LBS5(V&SD4 M5D,(@T6Y7LAASJA64*60-`TQOHV;`\HQ+/G7>MK<)F9XNOD\LY`<=Z'13BN? M[$:3:AMM=]*$Q@ZTIJ:5JP'<]`6!VU2L"?-$*0-F>*V&UQX5!ZQ=QREK\AQ) MP51E5@CM]+>0`GQ:?4_*FK+"#5+*GG2<5+V:1YO+J!J?*@]3T:C,J5I***G< MJ$;\E\J#H=0OW8MD>5G]`VN(H6@<)$#5Y M2VT6,H&7R_"Y[I*85%GIO)FZ1_Z.OE>6Q*,6! MNUA:)X4SIJT#]0NEL(+D.Q:Z58.)6J7"Q2O6#6+)AUU)9$ MA3T8O+C&Z M)'U/E"^^F(I?&!OT[Z.DQY-T]D]_'=$O=:L5LZ,;=:C7N5OL)O3+[ M1MX9*,?!9)<23.J6LB'4L*L?#9H#(-]:R1Z=?_:[U:=MR$H>BO>)D9 M*1&&`&4Y2B>JLIE*HZIKAY`!:021"='T[WM?!@-IYJ&NC'G8^-Q[SSFW9V]N MEW9=7:B4V&8M;),.5A(_]:SDN.5!'L*>=EY>9,GQQYS?9"HIF6`L5X@447," MW-1N)77&./\PUKTU/'+0@2<*UW'\([H(MJ#RK+"?]( MVGI"A]>P;++8DKZRXKXCP9-J0#5!%44)]Z0B(5@UP1K[4K$A`,2D(L;L3:>( MW#,DUT[[B30.!U3B`97#@5!))ZB@C7PEE6M0,IWDDL(ZW1WXXH88CQ#B8\!A MDU1[.>LG"X&(J!",F0_CO#$=U7XVJGW!;*G!769@[V[FD;Z>OX"09D)VV/R& M"U'U<,&;OI2.T)?F4ECS4JBV-+9H5=<6$P60BI2)F?.GXB17)F\4R#S@XG_U.M,^"'2?=<5)K#VIJ>9:&%=5W7$8*1T MF9NAU6JI*W.6$Z]'31?>&*5XU9?.D1X^OA5YYY:[^)\]':GYRN'P.)T5B[_2 M%B>UJ7,&A]K'".HD4GCR"#/J&A$+L_&[DU=M,NG-VH6!8X'6AH7 M1&?^Z?[ARG["[3H%PN78W2U1)T,Z,T8PB!:;PIZK8P5AJAI^7//0,B^I/4__ M\$?GDJ?@R^2J*HY@\.1NWO'%N;JX]Q!6Q-3(N@<>5&^A0_B]8/AK44^=9-+Q M\$8Q;83!W58UWS!W`9253'*:5.:UW_#$#SH>[!WP'-"!3(U\=E;GAJ^4YO&; M3'^MGE>;%86\DE?JOAG163K7_2O&*8H#8L@WG)KQ5JG$2XKDCU@WS_Y40"9QQJ.ER4Q-$-D;Q7WXNZ(7EK M%6D>%U,-G#83QKRAT1K)%LM-30W("TS,#<@,3(P M-B`Q,#,R72]&;VYT3F%M92]4:6UE2A4:6UE7!E+U!A9V5S/CX-96YD;V)J#3$S M."`P(&]B:CP\+T-O=6YT(#$P+TMI9'-;,30X(#`@4B`Q(#`@4B`T(#`@4B`W M(#`@4B`Q,"`P(%(@,3,@,"!2(#$V(#`@4B`Q.2`P(%(@,C(@,"!2(#(U(#`@ M4ETO5'EP92]086=E7!E+U!A9V5S+U!AFMC.60G/SX*/#]A9&]B92UX87`M9FEL=&5R&UL;G,Z>#TG861O8F4Z;G,Z;65T M82\G('@Z>&UP=&L])UA-4"!T;V]L:VET(#(N.2XQ+3$S+"!F&UL;G,Z:5@])VAT='`Z+R]N M&%P M.DUO9&EF>41A=&4])S(P,#0M,#8M,3)4,30Z-#DZ-3&%P M34TZ1&]C=6UE;G1)1#TG=75I9#HW,3(X83=A9BTV,S8S+31C,30M.3@R-"TW M-S`U-V(P-3$W9C0G+SX-"CQR9&8Z1&5S8W)I<'1I;VX@&UL M;G,Z9&,])VAT='`Z+R]P=7)L+F]R9R]D8R]E;&5M96YT&UL.FQA;F<])W@M9&5F875L="<^36EC'!A8VME="!E;F0])W')E M9@T*,"`Q-#4-"C`P,#`P,#`P,#`@-C4U,S4@9@T*,#`P,#`P.3$Y-B`P,#`P M,"!N#0HP,#`P,#`Y,S(S(#`P,#`P(&X-"C`P,#`P,#DT-#<@,#`P,#`@;@T* M,#`P,#`Q,3`P,"`P,#`P,"!N#0HP,#`P,#$Q,3(W(#`P,#`P(&X-"C`P,#`P M,3$R-C,@,#`P,#`@;@T*,#`P,#`Q-3(Q-R`P,#`P,"!N#0HP,#`P,#$U,S0T M(#`P,#`P(&X-"C`P,#`P,34T.#`@,#`P,#`@;@T*,#`P,#`R,#@R.2`P,#`P M,"!N#0HP,#`P,#(P.38P(#`P,#`P(&X-"C`P,#`P,C$P.3<@,#`P,#`@;@T* M,#`P,#`R-#

3(a)		Certificate of Incorporation of Luby's, Inc. as currently in effect (filed as Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1999, and incorporated herein by reference).

3(b)		Bylaws of Luby's, Inc. as currently in effect (filed as Exhibit 3(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference).

4(a)		Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc., in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No. 1-8308, and incorporated herein by reference).

4(b)		Amendment No. 1 dated December 19, 1991, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference).

4(c)		Amendment No. 2 dated February 7, 1995, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1995, and incorporated herein by reference).

4(d)		Amendment No. 3 dated May 29, 1995, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1995, and incorporated herein by reference).

4(e)		Amendment No. 4 dated March 8, 2001, to Rights Agreement dated April 16, 1991 (filed as Exhibit 99.1 to the Company's Report on Form 8-A12B/A on March 22, 2001, and incorporated herein by reference).

4(f)		Credit Agreement dated February 27, 1996, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 1996, and incorporated herein by reference).

4(g)		First Amendment to Credit Agreement dated January 24, 1997, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).

4(h)		Second Amendment to Credit Agreement dated July 3, 1997, among Luby's Cafeterias, Inc., Certain Lenders, and NationsBank of Texas, N.A. (filed as Exhibit 4(i) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997, and incorporated herein by reference).

4(i)		Third Amendment to Credit Agreement dated October 27, 2000, among Luby's, Inc., Certain Lenders, and Bank of America, N.A. (filed as Exhibit 4(j) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2000, and incorporated herein by reference).

4(j)		Fourth Amendment to Credit Agreement dated July 9, 2001, among Luby's, Inc., Bank of America, N.A., and other creditors of its bank group (filed as Exhibit 4(l) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(k)		Deed of Trust, Assignment, Security Agreement, and Financing Statement dated July 2001, executed as part of the Fourth Amendment to Credit Agreement (filed as Exhibit 4(m) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(l)		Subordination and Intercreditor Agreement dated June 29, 2001, between Harris J. Pappas and Christopher J. Pappas, Bank of America, N.A. [as the bank group agent], and Luby's, Inc. (filed as Exhibit 4(n) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(m)		Convertible Subordinated Promissory Note dated June 29, 2001, between Christopher J. Pappas and Luby's, Inc. in the amount of $1,500,000 (filed as Exhibit 4(o) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(n)		Convertible Subordinated Promissory Note dated June 29, 2001, between Harris J. Pappas and Luby's, Inc. in the amount of $1,500,000 (filed as Exhibit 4(p) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(o)		Convertible Subordinated Promissory Note dated June 29, 2001, between Christopher J. Pappas and Luby's, Inc. in the amount of $3,500,000 (filed as Exhibit 4(q) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(p)		Convertible Subordinated Promissory Note dated June 29, 2001, between Harris J. Pappas and Luby's, Inc. in the amount of $3,500,000 (filed as Exhibit 4(r) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).

4(q)		Fifth Amendment to Credit Agreement dated December 5, 2001, among Luby's, Inc., Bank of America, N.A., and other creditors of its bank group (filed as Exhibit 4(s) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001, and incorporated herein by reference).

4(r)		Sixth Amendment to Credit Agreement dated November 25, 2002, among Luby's, Inc., Bank of America, N.A., and other creditors of its bank group (filed as Exhibit 4(t) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).

4(s)		Amended and Restated Convertible Subordinated Promissory Note Due dated 2011 dated June 7, 2004, between Christopher J. Pappas and Luby's, Inc.

4(t)		Amended and Restated Convertible Subordinated Promissory Note Due 2011 dated June 7, 2004, between Harris J. Pappas and Luby's, Inc.

4(u)		Credit Agreement dated June 7, 2004, among Luby's, Inc., JPMorgan Chase Bank, and certain lenders.

4(v)		Term Loan Agreement dated June 7, 2004, among Luby's, Inc., Guggenheim Corporate Funding, LLC, and certain lenders.

4(w)		Subordination and Intercreditor Agreement dated June 7, 2004, among Luby's, Inc., JPMorgan Chase Bank, Harris J. Pappas, and Christopher J. Pappas.

4(x)		Intercreditor Agreement dated June 7, 2004, among Luby's, Inc., JPMorgan Chase Bank, and Guggenheim Corporate Funding, LLC.

10(a)		Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as Exhibit 10(i) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989, and incorporated herein by reference).*

10(b)		Amendment to Management Incentive Stock Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(k) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).*

10(c)		Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted October 27, 1994 (filed as Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1994, and incorporated herein by reference).*

10(d)		Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted January 14, 1997 (filed as Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).*

10(e)		Amendment to Nonemployee Director Deferred Compensation Plan of Luby's Cafeterias, Inc. adopted March 19, 1998 (filed as Exhibit 10(o) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference).*

10(f)		Amended and Restated Nonemployee Director Stock Option Plan of Luby's, Inc. approved by the shareholders of Luby's, Inc. on January 14, 2000 (filed as Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2000, and incorporated herein by reference).*

10(g)		Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan dated May 30, 1996 (filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1996, and incorporated herein by reference).*

10(h)		Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan adopted January 14, 1997 (filed as Exhibit 10(r) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997, and incorporated herein by reference).*

10(i)		Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan adopted January 9, 1998 (filed as Exhibit 10(u) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference).*

10(j)		Amendment to Luby's Cafeterias, Inc. Supplemental Executive Retirement Plan adopted May 21, 1999 (filed as Exhibit 10(q) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 1999, and incorporated herein by reference.)*

10(k)		Luby's Incentive Stock Plan adopted October 16, 1998 (filed as Exhibit 10(cc) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1998, and incorporated herein by reference).*

10(l)		Registration Rights Agreement dated March 9, 2001, by and among Luby's, Inc., Christopher J. Pappas, and Harris J. Pappas (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated March 9, 2001, and incorporated herein by reference).

10(m)		Purchase Agreement dated March 9, 2001, by and among Luby's, Inc. Harris J. Pappas, and Christopher J. Pappas (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 9, 2001, and incorporated herein by reference).

10(n)		Employment Agreement dated March 9, 2001, between Luby's, Inc. and Christopher J. Pappas (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated March 9, 2001, and incorporated herein by reference).*

10(o)		Employment Agreement dated March 9, 2001, between Luby's, Inc. and Harris J. Pappas (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated March 9, 2001, and incorporated herein by reference).*

10(p)		Luby's, Inc. Stock Option granted to Christopher J. Pappas on March 9, 2001 (filed as Exhibit 10(w) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).*

10(q)		Luby's, Inc. Stock Option granted to Harris J. Pappas on March 9, 2001 (filed as Exhibit 10(x) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2001, and incorporated herein by reference).*

10(r)		Affiliate Services Agreement dated August 31, 2001, by and among Luby's, Inc., Christopher J. Pappas, Harris J. Pappas, Pappas Restaurants, L.P., and Pappas Restaurants, Inc. (filed as Exhibit 10(y) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001, refiled as Exhibit 10(y) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 13, 2002, to include signature reference and an exhibit that were inadvertently omitted, and incorporated herein by reference).

10(s)		Lease Agreement dated June 1, 2001, by and between Luby's, Inc. and Pappas Restaurants, Inc. (filed as Exhibit 10(aa) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2001, and incorporated herein by reference).

10(t)		Luby's, Inc. Amended and Restated Nonemployee Director Phantom Stock Plan effective September 28, 2001 (filed as Exhibit 10(dd) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 13, 2002, and incorporated herein by reference).*

10(u)		Final Severance Agreement and Release between Luby's, Inc. and S. Darrell Wood effective July 28, 2002 (filed as Exhibit 10(ee) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).*

10(v)		Consultant Agreement dated August 30, 2002, between Luby's Restaurants Limited Partnership and S. Darrell Wood (filed as Exhibit 10(ff) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).*

10(w)		Form of Indemnification Agreement entered into between Luby's, Inc. and each member of its Board of Directors initially dated July 23, 2002 (filed as Exhibit 10(gg) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).

10(x)		Amended and Restated Affiliate Services Agreement dated July 23, 2002, by and among Luby's, Inc., Pappas Restaurants, L.P., and Pappas Restaurants, Inc. (filed as Exhibit 10(hh) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).

10(y)		Master Sales Agreement dated July 23, 2002, by and among Luby's, Inc., Pappas Restaurants, L.P., and Pappas Restaurants, Inc. and Procedure adopted by the Finance and Audit Committee of the Board of Directors on July 23, 2002, pursuant to Section 2.3 of the Master Sales Agreement (filed as Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended August 28, 2002, and incorporated herein by reference).

10(z)		Lease Agreement dated October 15, 2002, by and between Luby's, Inc. and Rush Truck Centers of Texas, L.P. and Amendment dated August 1, 2003, by and between Luby's, Inc. and Pappas Restaurants, Inc. (filed as Exhibit 10(gg) to the Company's Annual Report on Form 10-K/A for the fiscal year ended August 27, 2003, and incorporated herein by reference).

10(aa)		Agreement dated June 7, 2004, by and among Luby's, Inc., Christopher J. Pappas, and Harris J. Pappas.

10(bb)		First Amendment to Purchase Agreement dated June 7, 2004, by and among Luby's, Inc., Harris J. Pappas, and Christopher J. Pappas.

10(cc)		Employment Agreement dated June 7, 2004, between Luby's, Inc. and Christopher J. Pappas.*

10(dd)		Employment Agreement dated June 7, 2004, between Luby's, Inc. and Harris J. Pappas.*

11		Weighted-average shares used in the computation of per share earnings.

31		Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

		Current Report on Form 8-K dated February 24, 2004, reporting under Item 12 - the issuance of a press release on February 24, 2004, announcing preliminary second-quarter fiscal 2004 same-store sales and debt paydowns.

		Current Report on Form 8-K dated March 11, 2004, reporting under Item 12 - the issuance of a press release on March 11, 2004, announcing second-quarter fiscal 2004 results.

			LUBY'S, INC.

			/s/Gasper Mir, III

				Gasper Mir, III Chairman of the Board

	LUBY'S, INC. a Delaware corporation

By:	/s/Christopher J. Pappas

		Christopher J. Pappas, President and Chief Executive Officer

		Tax ID Number: 74-1335253

				JPMORGAN CHASE BANK, individually and as Administrative Agent and as Issuing Bank and Swingline Lender

			By:	/s/William P. Wallace

			Name:	William P. Wallace

			Title:	Vice President

				WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Documentation Agent

			By:	/s/Charles W. Randall

				Charles W. Randall, Vice President

				SOUTHWEST BANK OF TEXAS, N.A.

			By:	/s/William B. Pyle

			Name:	William B. Pyle

			Title:	Senior Vice President

				COMPASS BANK

			By:	/s/Robert J. Dowdell

			Name:	Robert J. Dowdell

			Title:	Senior Vice President

FISCAL QUARTER ENDING ON OR ABOUT	NET TOTAL LEVERAGE RATIO
August 25, 2004	3.50 to 1.0
November 17, 2004	3.50 to 1.0
February 9, 2005	3.50 to 1.0
May 4, 2005	3.25 to 1.0
August 24, 2005	3.25 to 1.0
November 16, 2005	3.25 to 1.0
February 8, 2006	3.25 to 1.0
May 3, 2006	3.00 to 1.0
August 23, 2006	3.00 to 1.0
November 15, 2006	3.00 to 1.0
February 7, 2007	3.00 to 1.0
May 2, 2007	3.00 to 1.0

			GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent

		By:	/s/Todd Hearle

		Name:	Todd Hearle

		Title:	Attorney in Fact

				UPPER COLUMBIA CAPITAL, LLC, as Lender

			By:	/s/Adrian Duffy

			Name:	Adrian Duffy

			Title:	Manager

	JPMORGAN CHASE BANK, as Agent

By:	Authorized Agent

Name:
Title:

	/s/Harris J. Pappas

		HARRIS J. PAPPAS, an individual

	/s/Christopher J. Pappas

		CHRISTOPHER J. PAPPAS, an individual

	LUBY'S, INC.
By:	/s/Gasper Mir, III

Name:		Gasper Mir, III
Title:		Chairman of the Board

	LUBY'S HOLDINGS, INC.

By:	/s/Gasper Mir, III

Name:		Gasper Mir, III
Title:		Chairman of the Board

	LUBCO, INC.

By:	/s/Gasper Mir, III

Name:		Gasper Mir, III
Title:		Chairman of the Board

	LUBY'S LIMITED PARTNER, INC.

By:	/s/Gasper Mir, III

Name:		Gasper Mir, III
Title:		Chairman of the Board

	LUBY'S MANAGEMENT, INC.

By:	/s/Gasper Mir, III

Name:		Gasper Mir, III
Title:		Chairman of the Board

	LUBY'S RESTAURANTS LIMITED PARTNERSHIP

By:		LUBY'S MANAGEMENT, INC., its general partner

By:	/s/Gasper Mir, III

Name:		Gasper Mir, III
Title:		Chairman of the Board

1.	I have reviewed this Quarterly Report on Form 10-Q of Luby's, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)		Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)		Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	June 10, 2004

				/s/Christopher J. Pappas

			Christopher J. Pappas President and Chief Executive Officer

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to Luby's, Inc. and will be retained by Luby's, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.