8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 26, 2010

Luby's, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-8308	74-1335253
(Commission File Number)	(IRS Employer Identification Number)

13111 Northwest Freeway, Suite 600

Houston, TX  77040

(Address of principal executive offices, including zip code)

(713) 329-6800

(Registrant's telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Second Amendment to Credit Agreement

On July 26, 2010, Luby's, Inc. (the "Company"), entered into a Second Amendment dated as of July 26, 2010 (the "Amendment") to the Credit Agreement dated as of November 9, 2009 (as amended to date, the "Credit Agreement") among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and Amegy Bank National Association, as syndication agent.  The material provisions of the Amendment are summarized below:

·   Increased the aggregate amount of the lenders' commitments from $20.0 million to $53.0 million.  The aggregate amount available will be reduced to $50.4 million on November 30, 2010; to $48.8 million on February 28, 2011; to $43.9million on May 31, 2011; and to $40.0 million on August 31, 2011.

·   Changed the maturity date to September1, 2011.

·   Required a guaranty from Christopher J. Pappas and Harris J. Pappas, as described below, and a security interest in selected real estate and other Company assets.

·   Increased interest rate margins from a range of 2.75% to 3.50% to a range of 2.75% to 4.50%.  The applicable spread continues to be dependent upon the ratio of the Company's debt to EBITDA at the most recent determination date, as defined in the Credit Agreement.

·   Modified certain financial covenants, including fiscal year 2010 and 2011 quarterly EBITDA requirements.

·   Decreased the basket of permitted additional liens from $20.0 million to $10.0 million.

·   Modified the restriction on capital expenditures.  Prior to the Amendment, the Credit Agreement limited capital expenditures in any subsequent fiscal year to the greater of (1) $15.0 million or (2) the amount of 100% of the preceding fiscal year's EBITDA; plus in either case, all of the unused availability for capital expenditures from the immediately preceding fiscal quarter.  Following the Amendment, the amount of agreed upon capital expenditures for any subsequent fiscal year will be no greater than $15.0 million.

·   Modified certain negative covenants to permit the acquisition described in Item 2.01 below.

·   Management estimates approximately $0.6 million to $0.8 million in related fees and expenses to be incurred associated with the Second Amendment.

Christopher J. Pappas, the Company's President and Chief Executive Officer, and Harris J. Pappas, the Company's Chief Operating Officer, will guaranty the payment of up to $13.0 million of the Company’s indebtedness under the Credit Agreement.  The maximum amount of the guaranty will be reduced to $9.5 million on February 28, 2011 and to $6.0 million on May 31, 2011.

Amendment to Asset Purchase Agreement

The information included in Item 2.01 below regarding the amendment to the Asset Purchase Agreement (as defined below) is incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 26, 2010, the Company, through its subsidiary, Luby's Fuddruckers Restaurants, LLC ("LFR"), completed the acquisition of substantially all of the assets of Fuddruckers, Inc., Magic Brands, LLC and certain of their affiliates (collectively, "Fuddruckers") for approximately $63.45 million of cash.  LFR also assumed certain of Fuddruckers' obligations, real estate leases and contracts.  Upon the completion of the acquisition, LFR became the owner and operator of 56 Fuddruckers locations, with franchisees currently operating an additional 129 locations and 3 KOO KOO ROO locations.

The acquisition was completed pursuant to the Asset Purchase Agreement, dated as of June 23, 2010, between the Company and Fuddruckers (the "Asset Purchase Agreement"), the terms and conditions of which are described in Item 1.01 of the Company's Current Report on Form 8-K filed June 29, 2010, which description is incorporated herein by reference.  On July 26, 2010, LFR and Fuddruckers amended the Asset Purchase Agreement to, among other things, (1) amend the process set forth in the Asset Purchase Agreement for the payment of utility charges relating to the acquired locations incurred prior to the closing date, (2) provide for the use by Fuddruckers of the corporate office after the closing date, and (3) to provide that the intercompany receivables owing from any of the Seller Parties (as defined in the amendment to the Asset Purchase Agreement) to one or more of the other Seller Parties are not Purchased Assets (as defined in the Asset Purchase Agreement) and that intercompany Liabilities (as defined in the Asset Purchase Agreement) owing from any of the Seller Parties to one or more of the other Seller Parties are not Assumed Liabilities (as defined in the Asset Purchase Agreement).

The Company funded the purchase from cash on hand and borrowings under the Credit Agreement.

Mr. Christopher J. Pappas, President and Chief Executive Officer of the Company, sits on the advisory board of Amegy Bank National Association and previously served on its board of directors.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above regarding the Amendment is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

Financial statements required to be filed by this Item will be filed with the SEC not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b)      Pro Forma Financial Information.

Financial statements required to be filed by this Item will be filed with the SEC not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d)      Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description
10.1	Asset Purchase Agreement, dated as of June 23, 2010, by and among Luby's, Inc., Fuddruckers, Inc., Magic Brands, LLC, Atlantic Restaurant Ventures, Inc., R. Wes, Inc., Fuddruckers of Howard County, LLC and Fuddruckers of White Marsh, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 29, 2010).
10.2	Amendment to Asset Purchase Agreement, dated as of July 26, 2010, by and among Luby's Fuddruckers Restaurants, LLC, Fuddruckers, Inc., Magic Brands, LLC, Atlantic Restaurant Ventures, Inc., R. Wes, Inc., Fuddruckers of Howard County, LLC and Fuddruckers of White Marsh, LLC.
10.3	Second Amendment to Credit Agreement, dated as of July 26, 2010, among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and Amegy Bank National Association, as syndication agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 26, 2010	LUBY'S, INC.
	By:	/s/ Christopher J. Pappas
		Christopher J. Pappas
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Asset Purchase Agreement, dated as of June 23, 2010, by and among Luby's, Inc., Fuddruckers, Inc., Magic Brands, LLC, Atlantic Restaurant Ventures, Inc., R. Wes, Inc., Fuddruckers of Howard County, LLC and Fuddruckers of White Marsh, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 29, 2010).
10.2	Amendment to Asset Purchase Agreement, dated as of July 26, 2010, by and among Luby's Fuddruckers Restaurants, LLC, Fuddruckers, Inc., Magic Brands, LLC, Atlantic Restaurant Ventures, Inc., R. Wes, Inc., Fuddruckers of Howard County, LLC and Fuddruckers of White Marsh, LLC.
10.3	Second Amendment to Credit Agreement, dated as of July 26, 2010, among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and Amegy Bank National Association, as syndication agent.

EX-10.2

Execution Version

AMENDMENT TO ASSET PURCHASE AGREEMENT

This Amendment (the “Amendment”) to the Asset Purchase Agreement, entered into and dated as of June 23, 2010 (the “Asset Purchase Agreement”), by and among Luby’s, Inc., a Delaware corporation (“Luby’s”), Fuddruckers, Inc., a Texas corporation (“Fuddruckers”), Magic Brands, LLC, a Delaware limited liability company (“Magic”, and together with Fuddruckers, collectively, the “Company”), Atlantic Restaurant Ventures, Inc., a Virginia corporation (“ARVI,” and together with each of Magic and Fuddruckers, the “Debtors”), R. Wes, Inc., a Texas corporation (“R. Wes”), Fuddruckers of Howard County, LLC, a Maryland limited liability company (“Howard County”), and Fuddruckers of White Marsh, LLC, a Maryland limited liability company (“White Marsh,” and together with R. Wes and Howard County, the “Non-Debtor Sellers,” and the Non-Debtor Sellers together with the Debtors, each a “Seller” and, collectively, the “Sellers”), is entered into as of July 26, 2010, by and among Luby’s Fuddruckers Restaurants, LLC, a Texas limited liability company (the “Purchaser”), and the Sellers.  Capitalized terms used and not defined in this Amendment shall have the meanings given to them in the Asset Purchase Agreement.

RECITALS

WHEREAS, Luby’s has assigned all of its rights and obligations under the Asset Purchase Agreement to the Purchaser pursuant to and subject to Section 12.10 of the Asset Purchase Agreement;

WHEREAS, the Sellers have agreed in Section 8.2(B) of the Asset Purchase Agreement to not sell gift certificates and gift cards at any Seller-owned or -operated Acquired Location after the Petition Date (as more fully set forth in said Section 8.2(B)) and the Sellers and the Purchaser desire to amend Section 3.1 of the Asset Purchase Agreement to provide the Purchaser with a credit of $12,000 as compensation for gift certificates and gift cards sold by the Sellers after the Petition Date;

WHEREAS, the Sellers have agreed in Section 8.3 of the Asset Purchase Agreement to reasonably cooperate with the Purchaser in connection with the Purchaser’s efforts to obtain any Liquor License Approvals and the Purchaser has determined that acquiring Fuddruckers’ equity interests in R. Wes and Howard County would help facilitate the Purchaser’s efforts in obtaining the Liquor License Approvals;

WHEREAS, the Sellers and the Purchaser desire to amend the Asset Purchase Agreement to provide that, on the Closing Date, the Sellers will transfer all cash, cash equivalents, bank deposits or similar cash items of R. Wes to the Sellers;

WHEREAS, the Sellers and the Purchaser desire to amend the process set forth in Section 8.10 of the Asset Purchase Agreement for the payment of utility charges relating to the Acquired Locations incurred prior to the Closing Date;

WHEREAS, the Sellers desire to use the corporate office after the Closing and the Purchaser will allow such use on the terms set forth herein;

WHEREAS, the Sellers and the Purchaser desire to amend the Asset Purchase Agreement to provide that the intercompany receivables owing from any of the Seller Parties (as defined below) to one or more of the other Seller Parties are not Purchased Assets and that intercompany Liabilities owing from any of the Seller Parties to one or more of the other Seller Parties are not Assumed Liabilities;

WHEREAS, the Sellers and the Purchaser have agreed that the Pearland/Oceanside Personal Property (as defined below) should be Purchased Assets; and

WHEREAS, the parties hereto wish to amend the Asset Purchase Agreement with respect to the matters set forth herein.

AGREEMENT

NOW, THEREFORE, the Purchaser and the Sellers agree as follows:

1.           Amendment of Section 2.1(b).  Section 2.1(b) of the Asset Purchase Agreement is hereby amended to add new subparagraphs (xviii) and (xix) as follows:

“(xviii)     all of Fuddruckers’ right, title and interest in the outstanding capital stock or other equity interest of R. Wes and Howard County; and

  (xix)       subject to the procedures required by the Bankruptcy Court (including, to the extent applicable, the procedures set forth in the Final Order Authorizing and Approving Expedited Procedures for the Sale of De Minimis Assets (the “De Minimis Sale Procedures Order”)), all of the Furniture and Equipment (other than fixtures or fixed assets) owned by the Sellers and located at the Sellers’ restaurant #432 located at 3149 Silverlake Village Dr., #104, Pearland, Texas 77584 (the “Pearland Location”) and at the Sellers’ restaurant #434 located at 2320 S. El Camino Real, Oceanside, CA 92054 (the “Oceanside Location”) (such Furniture and Equipment, the “Pearland/Oceanside Personal Property”).”

2.           Amendments of Section 2.2.

(a)           Section 2.2(m) of the Asset Purchase Agreement is hereby amended to delete the existing Section 2.2(m) in its entirety and to replace such provision with the following:

“(m)    all shares of capital stock or other equity interest of any Seller (other than R. Wes and Howard County), and of ARVI of Pikesville, Inc., a Maryland corporation, A.R.I.V. – Rockville, Inc., a Maryland corporation, and 8725 Metcalf II, Inc., a Kansas corporation (collectively, the “Excluded Entities”), or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller (other than R. Wes and Howard County) or any Excluded Entity;”

(b)           Section 2.2(o) of the Asset Purchase Agreement is hereby amended to delete the existing Section 2.2(o) in its entirety and to replace such provision with the following:

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“(o) (i) all credit card accounts receivable, deposits and other holdbacks being held by credit card companies, in each case as of the Closing Date, in connection with credit cards accepted by the Sellers, (ii) that certain receivable owing from R.J. Management LLC to one or more of the Sellers with respect to obligations under that certain Restaurant Management Agreement dated April 30, 2007; and (iii) all intercompany receivables owing from any of the Sellers or their Affiliates (including, without limitation, KCI, LLC, King Cannon, Inc. and Fuddruckers International, LLC) (collectively, the “Seller Parties”) to one or more of the other Seller Parties (including, without limitation, any intercompany receivables under that certain Restaurant Management Agreement, dated as of December 30, 1998, by and between Fuddruckers and Magic, as amended and that certain Intellectual Property Licensing Agreement, dated as of December 30, 1998, by and between Fuddruckers and Magic, as amended);”

3.           Amendment of Sections 2.3 and 2.4.  Sections 2.3(a), 2.3(b), 2.3(c), 2.4(h) and 2.4(i) of the Asset Purchase Agreement are hereby amended to delete the term “Closing Date” as used therein and to replace such term with the word “Closing”.

4.           Amendment of Section 2.4.  Section 2.4 of the Asset Purchase Agreement is hereby amended to add a new subparagraph (k) as follows:

“(k) all intercompany Liabilities owing from any of the Seller Parties to one or more of the other Seller Parties (including, without limitation, any intercompany Liabilities under that certain Restaurant Management Agreement, dated as of December 30, 1998, by and between Fuddruckers and Magic, as amended and that certain Intellectual Property Licensing Agreement, dated as of December 30, 1998, by and between Fuddruckers and Magic, as amended).”

5.           Amendment of Section 3.1.  Section 3.1 of the Asset Purchase Agreement is hereby amended to delete the existing Section 3.1 in its entirety and to replace such provision with the following:

“3.1    Purchase Price.  The aggregate cash consideration for the Purchased Assets (the “Purchase Price”) shall be an amount equal to the sum of:  (a) the Asset Price, plus (b) the amount of the Register Cash, plus (c) the amount of all security deposits (as reflected in Schedule 5.12(d)) held by the landlords under and pursuant to the Assumed Leases as of the Closing, plus or minus (d) the aggregate amount payable by the Purchaser or the Sellers in accordance with Sections 8.10 and 11.1 and minus (e) $12,000.”

6.           Amendment of Section 4.1.  Section 4.1 of the Asset Purchase Agreement is hereby amended to add the following at the end of such Section 4.1:

“Notwithstanding anything to the contrary contained in this Agreement, (i) the Closing shall be deemed to have occurred at 12:01 a.m. (Boston time) on the Closing Date and (ii) as a result thereof, all sales at the Acquired Locations on or after the Closing Date shall be for the account of the Purchaser and the Sellers shall promptly pay to the Purchaser all amounts received by the Sellers in respect of such sales (including amounts received from credit card purchases).”

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7.           Amendment of Section 8.10(c).  Section 8.10(c) of the Asset Purchase Agreement is hereby amended to delete the existing Section 8.10(c) in its entirety and to replace such provision with the following:

“(c)         Any amounts payable by the Sellers in accordance with this Section 8.10 and Section 11.1 shall be paid and fully satisfied in accordance with Section 3.1.  Except as provided in the next sentence, the Purchaser shall pay to any applicable third party all amounts due and payable after the Closing with respect to the items to which the proration provisions of this Section 8.10 and Section 11.1 apply.  Notwithstanding the foregoing, the Sellers and the Purchaser shall cause all water, telephone, electricity and other utility accounts to be transferred from the Sellers to the Purchaser effective as of the Closing Date, and the Sellers shall pay to any applicable third party all amounts due and payable for water, telephone, electricity and other utility accounts used prior to the Closing Date and the Purchaser shall pay to any applicable third party all amounts due and payable for water, telephone, electricity and other utility accounts used on or after to the Closing Date.  If the Sellers or the Purchaser receive bills for water, telephone, electricity and other utility accounts that relate to usage both before and after the Closing (each, a “Straddle Period Utility Bill”), then the Sellers and the Purchaser shall pro rate the charges for such usage in accordance with Section 8.10(a) and shall reimburse each other the amount due no later than August 23, 2010; provided, however, in the event a Straddle Period Utility Bill is not received for a utility account by August 20, 2010, then the Sellers and the Purchaser shall pro rate the charges for such usage in accordance with Section 8.10(a) based on the amounts paid with respect to the prior period as reflected on the most recent invoice received by the Sellers for the applicable utility account and shall reimburse each other the amount due no later than August 23, 2010.”

8.           Amendments of Article VIII.

(a)           Article VIII of the Asset Purchase Agreement is hereby amended to add a new Section 8.16 as follows:

“8.16   Officer and Director Resignations and Appointments.  Prior to the Closing, and effective as of the Closing, the Sellers shall cause each of the officers, managers and directors of R. Wes and Howard County, as applicable, to resign as officers, managers and directors of R. Wes and Howard County and shall appoint or cause to be appointed as officers, managers and directors of R. Wes and Howard County, as applicable, the Persons designated by the Purchaser in a notice delivered to the Sellers prior to Closing.”

(b)           Article VIII of the Asset Purchase Agreement is hereby amended to add a new Section 8.17 as follows:

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“8.17   Corporate Office.  The Purchaser expects to assume the Office Lease, dated as of February 15, 2005, by and between Sage Monterey Oaks, Ltd., a Texas limited liability partnership, as Landlord, and Magic Restaurants, LLC, as Tenant, as amended by the First Amendment to Lease Agreement, dated as of August 31, 2005, by and between Sage-Monterey Oaks, Ltd., as Landlord, and Fuddruckers, Inc., as Tenant, and the Second Amendment to Lease Agreement, dated as of November 1, 2005, by and between Sage-Monterey Oaks, Ltd., as Landlord, and Fuddruckers, Inc., as Tenant (the “Corporate Office Lease”), in respect of the Debtors’ corporate office located at 5700 MoPac Expressway, #C-300, Austin, Texas (the “Corporate Office”).  The Debtors shall have the non-exclusive right to share the use of the Corporate Office with the Purchaser beginning on the Closing Date and continuing until December 31, 2010 (the “Shared Use Term”).  The Purchaser shall not grant any other Person (other than Affiliates of the Purchaser) the right to the use of the Corporate Office without the consent of the Debtors.  The Debtors shall promptly reimburse the Purchaser for 50% of all rents, common area maintenance and other costs and charges paid by the Purchaser under the Corporate Office Lease in respect of the Shared Use Term and 50% of all real estate taxes due under the Corporate Office Lease, water, telephone, electricity and other utility charges for the Corporate Office in respect of the Shared Use Term.  The Debtors may use the Corporate Office for the sole purpose of winding down the affairs of the Debtors in a manner that is consistent with the requirements and limitations set forth in the Corporate Office Lease and for no other purpose without the prior written consent of the Purchaser.  Subject to the Corporate Office Lease, so long as the Debtors are paying when due the amounts required under this Section 8.17 and are otherwise in compliance with their obligations under this Section 8.17, they shall have the non-exclusive right to share the use of the Corporate Office with the Purchaser without interference from the Purchaser or any party claiming by, through or under the Purchaser.  The Debtors shall vacate their space within the Corporate Office at the end of the Shared Use Term in broom-clean condition and otherwise as required by the Corporate Office Lease.  The Debtors shall maintain appropriate insurance covering their use of the Corporate Office and their employees and representatives making use of such office.  The Debtors shall indemnify, defend and hold harmless the Purchaser and its Affiliates for any and all claims, losses, damages, liabilities, settlement payments, awards, judgments, fines, penalties, assessments, obligations, costs or expenses of any kind or type paid by the Purchaser to a third party and arising or resulting from the actions or omissions of the Debtors (or their employees, representatives or guests) at the Corporate Office which are in violation of this Section 8.17, in violation of the Corporate Office Lease or in violation of Law.  The Purchaser shall indemnify, defend and hold harmless the Debtors and their Affiliates for any and all claims, losses, damages, liabilities, settlement payments, awards, judgments, fines, penalties, assessments, obligations, costs or expenses of any kind or type paid by the Debtors to a third party and arising or resulting from the actions or omissions of the Purchaser (or its employees, representatives or guests) at the Corporate Office which are in violation of this Section 8.17, in violation of the Corporate Office Lease or in violation of Law.  The Debtors’ rights under this Section 8.17 are subject and subordinate to the Corporate Office Lease and the Debtors agree that they will abide by the terms of the Corporate Office Lease applicable to the Purchaser.”

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(c)           Article VIII of the Asset Purchase Agreement is hereby amended to add a new Section 8.18 as follows:

“8.18   Pearland Location and Oceanside Location.  In the event a landlord objects to the sale to the Purchaser of any of the Pearland/Oceanside Personal Property (in each case, a “Landlord Objection”), the Debtors and the Purchaser shall cooperate with each other and use their commercially reasonable efforts to resolve such Landlord Objection with the Purchaser bearing, and promptly reimbursing the Debtors for all reasonable expenses incurred by the Debtors with Purchaser’s prior consent in connection with the resolution of such Landlord Objection.  The Purchaser shall remove the Pearland/Oceanside Personal Property from the Pearland Location and the Oceanside Location at its own cost and expense on or before July 31, 2010 unless Purchaser is prohibited as a result of the Landlord Objection from taking possession of the Pearland/Oceanside Personal Property subject to such Landlord Objection.  Nothing in this Section 8.18 requires Purchaser to proceed with the purchase of Pearland/Oceanside Personal Property that is the subject of a Landlord Objection and, at anytime prior to the sale of such Pearland/Oceanside Personal Property becoming effective pursuant to the terms of the De Minimis Sale Procedures Order, Purchaser may by written notice delivered to the Sellers in accordance with Section 12.8 of this Agreement, designate some or all of the Pearland/Oceanside Personal Property as an Excluded Asset.”

(d)           Article VIII of the Asset Purchase Agreement is hereby amended to add a new Section 8.19 as follows:

“8.19   Cash of R. Wes. On the Closing Date, the Sellers shall transfer all cash, cash equivalents, bank deposits or similar cash items of R. Wes to the Sellers.”

9.           Waiver.  The Purchaser hereby agrees to waive any failure by the Sellers to comply with the provisions of Section 8.2(B) of the Asset Purchase Agreement.

10.        No Other Amendments or Waivers; Asset Purchase Agreement Remains in Effect.  Except as expressly amended by Sections 1, 2, 3, 4, 5, 6, 7 and 8 of this Amendment or expressly waived by Section 9 of this Amendment, the Asset Purchase Agreement shall remain in full force and effect in the form in which it existed immediately prior to the execution and delivery of this Amendment.

11.        Amendments.  No amendments, changes or modifications to this Amendment shall be valid unless the same are in writing and signed by the parties hereto.

12.        Applicable Law.  This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such State.

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13.        Counterparts.  This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Asset Purchase Agreement to be executed in counterparts as of the day and year first above written.

THE PURCHASER:

LUBY’S FUDDRUCKERS RESTAURANTS, LLC
By:	Luby’s Management, Inc., its Manager

By:		/s/ Peter Tropoli
	Name:	Peter Tropoli
	Title:	Senior Vice President, Administration,
		General Counsel and Secretary

THE SELLERS:

FUDDRUCKERS, INC.		R. WES, INC.
By:	/s/ Peter Large	By:	/s/ Michael Mason
	Name:  Peter Large		Name:  Michael Mason
	Title:  President		Title:  President
MAGIC BRANDS, LLC		FUDDRUCKERS OF HOWARD COUNTY, LLC
By:  KCI, LLC, its sole Manager		By:  Fuddruckers, Inc., its Managing Member
By:	/s/ Peter Large	By:	/s/ Peter Large
	Name:  Peter Large		Name:  Peter Large
	Title:  Manager		Title:  President
ATLANTIC RESTAURANT VENTURES,		FUDDRUCKERS OF WHITE MARSH, LLC
INC.
		By:  Fuddruckers, Inc., its Managing Member
By:	/s/ Peter Large
	Name:  Peter Large	By:	/s/ Peter Large
	Title:  Director		Name:  Peter Large
			Title:  President

EX-10.3

 

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of July 26, 2010 by and among LUBY’S, INC., a Delaware corporation (the “Company”); each of the Lenders which is or may from time to time become a party to the Credit Agreement (as defined below) (individually, a “Lender” and, collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

RECITALS

A.           The Company, the Lenders and the Administrative Agent executed and delivered that certain Credit Agreement dated as of November 9, 2009, as amended by instrument dated as of January 31, 2010.  Said Credit Agreement, as amended, supplemented and restated, is herein called the “Credit Agreement”.  Any capitalized term used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the Credit Agreement.

B.           The Company, the Lenders and the Administrative Agent desire to amend the Credit Agreement in certain respects.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders and the Administrative Agent do hereby agree as follows:

SECTION 1. Amendments to Credit Agreement.

(a)          The definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby to read in its entirety as follows:

“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:

Total Leverage Ratio	ABR Spread	Eurodollar Spread	Commitment Fee Rate
Category 1:  greater than 2.50	2.75	4.50	0.45
Category 2:  greater than 1.25 but less than or equal to 2.50	2.00	3.75	0.40
Category 3: greater than 0.50 but less than or equal to 1.25	1.50	3.25	0.35
Category 4: less than or equal to 0.50	1.00	2.75	0.30

 

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 received.

(b)          The definition of “Commitment” set forth in Section 1.01 of the Credit Agreement is hereby to read in its entirety as follows:

“Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.07 and (b) reduced from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The amount of each Lender’s Commitment as of July 26, 2010 is set forth on Schedule 2.01.  The aggregate amount of the Lenders’ Commitments as of July 26, 2010 is $53,000,000.

(c)          The definition of “EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby to read in its entirety as follows:

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“EBITDA” means, without duplication, for any period, consolidated income from continuing operations of the Borrower, consistent with the Borrower’s Forms 10-K and 10-Q, plus depreciation, amortization, other non-cash expenses, interest expense, taxes, and minus in the case of income or plus in the case of losses, 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 6.14 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.    In calculating EBITDA for purposes of the Total Leverage Ratio and the Interest Coverage Ratio, (i) no EBITDA for any period on or prior to the last day of the third fiscal quarter of the Borrower’s 2010 fiscal year which is allocable to the assets acquired by Borrower or a Subsidiary of Borrower from Fuddruckers, Inc. (“Fuddrucker Assets”) shall be included, (ii) as of any date during the fourth fiscal quarter of the Borrower’s 2010 fiscal year, $8,000,000 shall be added to EBITDA, (iii) as of any date during the first fiscal quarter of the Borrower’s 2011 fiscal year, $6,154,000 shall be added to EBITDA, (iv) as of any date during the second fiscal quarter of the Borrower’s 2011 fiscal year, $4,308,000 shall be added to EBITDA and (v) as of any date during the third fiscal quarter of the Borrower’s 2011 fiscal year, $2,462,000 shall be added to EBITDA.  EBITDA which is allocable to the Fuddrucker Assets from and after the first day of the Borrower’s 2011 fiscal year shall be included in calculating EBITDA for purposes of the Total Leverage Ratio and the Interest Coverage Ratio.   In calculating EBITDA for purposes of the Minimum EBITDA covenant, for the first three periods of the fiscal quarter ending August 25, 2010 $1,846,000 shall be added to EBITDA and for the fourth period of the fiscal quarter ending August 25, 2010 the actual EBITDA allocable to Fuddruckers Assets for such period shall be added to EBITDA

(d)          A new definition of “Fuddruckers Purchase Agreement” is hereby added to Section 1.01 of the Credit Agreement, such new definition to read in its entirety as follows:

“Fuddruckers Purchase Agreement” means that certain Asset Purchase Agreement dated as of June 23, 2010 between the Borrower and Fuddruckers, Inc., a Texas corporation, and of certain Affiliates of Fuddruckers, Inc.

(e)          The definition of “Guarantors” set forth in Section 1.01 of the Credit Agreement is hereby to read in its entirety as follows:

“Guarantors” means (i) Christopher J. Pappas, (ii) Harris J. Pappas and (iii) each of the present or future Subsidiaries of the Borrower.

(f)          The definition of “Guaranty” set forth in Section 1.01 of the Credit Agreement is hereby to read in its entirety as follows:

“Guaranty” means (i) that certain Guaranty dated as of November 9, 2009 executed by all of the then current Subsidiaries of the Borrower in favor of the Administrative Agent, (ii) that certain Guaranty dated as of July 26, 2010 executed by Christopher J. Pappas and Harris J. Pappas in favor of the Administrative Agent, and (iii) 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.

(g)          The definition of “Maturity Date” set forth in Section 1.01 of the Credit Agreement is hereby to read in its entirety as follows:

“Maturity Date” means September 1, 2011.

(h)          The definition of “Phantom Amortization” set forth in Section 1.01 of the Credit Agreement is hereby to read in its entirety as follows:

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“Phantom Amortization” means, (i) for the fiscal quarter ended August 25, 2010, an amount equal to the outstanding principal balance of the Loans as of the close of business on August 25, 2010 divided by twenty-eight (28) and (ii) for any subsequent fiscal quarter, an amount equal to the outstanding principal balance of the Loans as of the close of business on the last day of such fiscal quarter divided by seven (7).

(i)           Section 2.07(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

(a)           The aggregate amount of the Commitments shall be reduced to (i) $50,400,000 on November 30, 2010, (ii) $48,800,000 on February 28, 2011, (iii) $43,900,000 on May 31, 2011 and (iv) $40,000,000 on August 31, 2011.  Each such reduction shall be allocated among the Lenders pro rata in accordance with their respective Commitments.  Concurrently with any such reduction, Borrower shall make any prepayment required under Section 2.09(b) as a result of such reduction.  Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(j)           Section 2.07(d) of the Credit Agreement is hereby amended to read in its entirety as follows:

(d)           [Intentionally Left Blank]

(k)          Section 2.08(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

(a)           The Borrower shall make payments of the unpaid principal balance of the Loans during each fiscal quarter in an aggregate amount equal to or exceeding $2,000,000 (inclusive of amounts paid pursuant to Section 2.09(c)).  In the event that Borrower makes a payment in any fiscal quarter in an aggregate amount (inclusive of amounts paid pursuant to Section 2.09(c)) of more than $2,000,000, the amount paid by the Borrower in excess of $2,000,000 shall be credited to Borrower's obligation to make such payment in the subsequent fiscal quarters in direct order.  Without limiting the foregoing, the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender on the Maturity Date.

(l)           Section 2.09(c) of the Credit Agreement is hereby amended to read in its entirety as follows:

(c)           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 Borrowings in an aggregate amount equal to 100% of such Net Proceeds in the case of a Prepayment Event with respect to any real property that is listed on Schedule 6.05 attached hereto.  To the extent such prepayment would result in the payment of breakage costs hereunder, at the election of the Required Lenders, either (i) such prepayment shall be deferred until the last day of the applicable Interest Period or (ii) such breakage costs shall be waived.

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(m)         Section 5.13 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 5.13  Financial Covenants.  The Borrower will have and maintain:

(a)           Total Leverage Ratio – a Total Leverage Ratio of not greater than (i) at any time from and after the date hereof through and including August 25, 2010, 3.00  to 1.00 and (ii) at all times thereafter, 2.75 to 1.00.

(b)           Interest Coverage Ratio – an Interest Coverage Ratio of not less than  2.00 to 1.00 as of the end of each fiscal quarter.

(c)           Minimum EBITDA – EBITDA of not less than (i) $4,500,000 for the fiscal quarter ended August 25, 2010, (ii) $2,500,000 for the fiscal quarter ended November 17, 2010, (iii) $3,500,000 for the fiscal quarter ended February 9, 2011, (iv) $7,000,000 for the fiscal quarter ended May 4, 2011 and (iv) $6,500,000 for the fiscal quarter ended August 31, 2011.

(n)          Section 5.03(c) of the Credit Agreement is hereby amended to read in its entirety as follows:

(c)           In the event that (i) either (x) an Appraisal has been provided pursuant to Section 5.14 of this Agreement (other than to the extent already addressed in Section 5.16 hereof) or (y) any Mortgaged Property is sold pursuant to Section 6.05 of this Agreement,  and (ii) the Loan to Value Ratio exceeds 1.00 to 2.00 (such event being herein called an "Additional Real Collateral Event"), as soon as practicable and in any event within forty-five (45) days after an Additional Real Collateral Event, Borrower shall (1) execute and deliver or cause to be executed and delivered a Mortgage or Mortgages, in form and substance reasonably satisfactory to Administrative Agent, in favor of Administrative Agent and duly executed by Borrower or the applicable Subsidiary, covering and affecting and granting a first-priority Lien upon real property with an Appraisal value that is in an amount sufficient to cause the Loan to Value Ratio to not exceed 1.00 to 2.00 (the real property covered by the Mortgage or Mortgages created pursuant to this Section 5.03(c) being herein called the "Additional Real Collateral"), and such other documents (including, without limitation, surveys, environmental assessments, certificates and legal opinions, all in form and substance reasonably satisfactory to Administrative Agent) as may be required by Administrative Agent in connection with the execution and delivery of such Mortgage or Mortgages, (2) 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 Administrative Agent may reasonably request, (3) 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 (4) deliver or cause to be delivered by Subsidiaries of Borrower evidence reasonably satisfactory to the Administrative Agent that such Additional Real Property lies in an area requiring special notices of flood hazard issues or the purchase of flood hazard insurance.  The Additional Real Collateral shall become Mortgaged Property and Scheduled Real Property for purposes of this Agreement.  The real property that constitutes Additional Real Collateral shall be selected at the  Borrower's discretion and shall be satisfactory to the Required Lenders.

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(o)          Section 5.11 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 5.11  Use of Proceeds and Letters of Credit.  The Letters of Credit and the proceeds of the Loans will be used only for general corporate purposes and for general working capital purposes, which may include refinancing existing Indebtedness and costs associated with the acquisition of Fuddruckers, Inc. and other acquisitions permitted hereunder.  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.

(p)          Section 5.14 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 5.14  Appraisals.  On or before September 30, 2010, Borrower shall provide  to the Administrative Agent Appraisals of real property owned by the Loan Parties which is not currently covered by a Mortgage reflecting appraised values which, when added to the appraised values of the real property currently covered by a Mortgage, would cause the Loan to Value Ratio to be equal to or less than 1.00 to 2.00 upon satisfaction of the requirements of Section 5.16 with respect to such real property.  Thereafter, Borrower shall provide Appraisals of the Mortgaged Property to the Administrative Agent upon request by the Administrative Agent (but not more frequently than once in any period of twelve months unless an Event of Default has occurred and is continuing).  The Borrower shall pay all costs and expenses incurred in obtaining any Appraisals required hereunder.

(q)          Section 5.16 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 5.16  Mortgages.  On or before September 30, 2010, Borrower shall provide (a) counterparts of additional Mortgages signed on behalf of Borrower or its Subsidiary (as applicable) covering additional Mortgaged Property having an appraised value (as demonstrated by Appraisals delivered to the Administrative Agent pursuant to the first sentence of Section 5.14) sufficient to result in the Loan to Value Ratio being equal to or less than 1.00 to 2.00, and (b) evidence reasonably satisfactory to the Administrative Agent that none of such additional 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 the applicable Mortgaged Property, a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such additional 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 additional Mortgages or as the Administrative Agent may reasonably request.

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(r)          Section 6.02(v) of the Credit Agreement is hereby amended to read in its entirety as follows:

(v)           in addition to and cumulative of the Liens permitted under the other provisions of this Section, Liens securing Indebtedness not exceeding, in the aggregate at any one time outstanding, $10,000,000; and

(s)          Section 6.08 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.08  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.  Notwithstanding the foregoing, at any time (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (ii) Subsidiaries of the Borrower may declare and pay dividends ratably with respect to their Equity Interests, (iii) the Borrower may declare and pay such payments or prepayments of Subordinated Debt as may be permitted under the terms and provisions of any applicable Subordination Agreement and (iv) management fees paid to advisors and consultants in an aggregate amount not to exceed $1,000,000 in any fiscal year.

(t)          Section 6.13 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.13  Capital Expenditures.  The Borrower will not, and will not permit any other Loan Party to, make a Capital Expenditure if, after giving effect to such Capital Expenditure, (a) any Event of Default is then existing or would arise as a result of the applicable Capital Expenditure or (b) there are Loans outstanding and such Capital Expenditure, when added with all other Capital Expenditures in such fiscal year, would exceed (i) for the fiscal year ended August 25, 2010, $10,000,000 and (ii) for any subsequent fiscal year, $15,000,000.  Acquisitions permitted under the terms and provisions of Section 6.14 hereof shall not be treated as Capital Expenditures for purposes of this Section.

(u)         Section 6.14 of the Credit Agreement is hereby amended to read in its entirety as follows:

SECTION 6.14  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 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

7

(a)           Aggregate consideration paid by the Loan Parties in connection with any such acquisition occurring on or after July 26, 2010 (exclusive of the acquisition contemplated under the Fuddruckers Purchase Agreement) shall not exceed $5,000,000;

(b)          the Company may acquire less than 100% of the Equity Interests of a Person, but in no event less than 80% except as permitted under Section 6.04;

(c)          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;

(d)          such acquisition is of a Person in the restaurant business or a reasonably-related business (or of assets used in the restaurant business or a reasonably-related business);

(e)          the Borrower can demonstrate, on a pro forma basis, after giving effect to such acquisition that the Total Leverage Ratio does not exceed 2.75 to 1.00; and

(f)           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.

(v)          Schedule 2.01 to the Credit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto.

(w)         Section 3(d) of the Security Agreement executed by the Subsidiaries is hereby amended to read in its entirety as follows:

(d)          As of the date hereof, no Debtor has changed its name, whether by amendment of its organizational documents or otherwise, or the jurisdiction under whose laws such Debtor is organized within the last five (5) years.

SECTION 2. Conditions Precedent.  The effectiveness of this Amendment shall be conditioned upon delivery to the Administrative Agent of each of the following:

(a)          the Administrative Agent shall have received from the Loan Parties and all of the Lenders either (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy or e-mail transmission of a signed signature page of this Amendment) that such party has signed counterparts of this Amendment.

 

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(b)           the Administrative Agent shall have received fully executed counterparts of (i) new Notes payable to the order of the Lenders evidencing the Revolving Loans and (ii) a Guaranty executed by Christopher J. Pappas and Harris J. Pappas in form and substance satisfactory to the Lenders and (iii) Security Documents executed by Christopher J. Pappas and Harris J. Pappas in form and substance satisfactory to the Lenders, creating and perfecting security interests in and to cash held in deposit accounts maintained at the respective Lenders (pro rata in accordance with their respective Commitments) in an aggregate amount equal to the principal amount guaranteed pursuant to the Guaranty referred to above;

(c)           the Administrative Agent shall have received such documents, certificates and opinions as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company and the authorization of the execution and delivery of this Amendment, the new Notes referred to above, the Guaranties referred to above and the Security Documents referred to above, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel (provided that delivery of an opinion regarding the documentation executed by Christopher J. Pappas and Harris J. Pappas shall not be required until August 9, 2010).

(d)          Christopher J. Pappas and Harris J. Pappas shall have delivered cash collateral to the Lenders (and shall execute all applicable related Loan Documents) in order to comply with the provisions of Section 5.15 of the Guaranty dated as of July 26, 2010 executed by Christopher J. Pappas and Harris J. Pappas in favor of the Administrative Agent.

(e)           the acquisition contemplated by the Fuddruckers Purchase Agreement shall have been, or substantially simultaneously with the closing of the transactions contemplated herein shall be, consummated in accordance with the Fuddruckers Purchase Agreement and applicable law, without any amendment to or waiver of any terms or conditions of the Fuddruckers Purchase Agreement not approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed), and the Administrative Agent shall have received copies of the material documents evidencing the closing of the transactions contemplated by the Fuddruckers Purchase Agreement and all material due diligence materials relating to such transactions, which documents shall be in form and substance satisfactory to the Administrative Agent.

(f)           the Administrative Agent shall have received, for the pro rata benefit of the Lenders, the balance of the amendment fee in an amount equal to the product of 0.50% times the aggregate of the Commitments of such Lenders executing this Amendment (after giving effect to the increase of the Commitments set forth herein) (one-half of such amendment fee having been previously paid).

SECTION 3. Ratification.  Except as expressly amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect.  None of the rights, title and interests existing and to exist under the Credit Agreement are hereby released, diminished or impaired, and the Company hereby reaffirms all covenants, representations and warranties in the Credit Agreement.

SECTION 4. Expenses.  The Company shall pay to the Administrative Agent all reasonable fees and expenses of its legal counsel incurred in connection with the execution of this Amendment.

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SECTION 5. Certifications.  The Company hereby certifies that (a) no material adverse change in the assets, liabilities, financial condition, business or affairs of the Company has occurred and (b) subject to the waiver set forth herein, no Default or Event of Default has occurred and is continuing or will occur as a result of this Amendment.

SECTION 6. Miscellaneous.  This Amendment (a) shall be binding upon and inure to the benefit of the Company, the Lenders and the Administrative Agent and their respective successors, assigns, receivers and trustees; (b) may be modified or amended only by a writing signed by the required parties; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts 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 (e) together with the other Loan Documents, 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.  The headings herein shall be accorded no significance in interpreting this Amendment.

NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02

THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Company, the Lenders and the Administrative Agent have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first above written.

LUBY’S, INC.,
a Delaware corporation
By:	/s/ Christopher J. Pappas
	Christopher J. Pappas,
	President and Chief Executive Officer

The undersigned Subsidiaries of the Borrower hereby join in this Amendment to evidence their consent to execution by Borrower of this Amendment, to confirm that each Loan Document now or previously executed by the undersigned applies and shall continue to apply to this Amendment, and to acknowledge that without such consent and confirmation, Lenders would not execute this Amendment.

LUBY’S HOLDINGS, INC.,
a Delaware corporation,
LUBY’S LIMITED PARTNER, INC.,
a Delaware corporation,
LUBCO, INC.,
a Delaware corporation,
LUBY’S MANAGEMENT, INC.,
a Delaware corporation,
LUBY’S BEVCO, INC.,
a Texas corporation, and
LUBY’S FUDDRUCKERS RESTAURANTS, LLC, a Texas limited liability company
By:	/s/ Christopher J. Pappas
	Christopher J. Pappas,
	President and Chief Executive Officer

[signature page to Second Amendment to Credit Agreement]

WELLS FARGO BANK, NATIONAL
ASSOCIATION, individually and as
Administrative Agent
By:	/s/ Ben McCaslin
Name: Ben McCaslin
Title: Vice President

[signature page to Second Amendment to Credit Agreement]

AMEGY BANK, NATIONAL ASSOCIATION
By:	/s/ Melinda N. Jackson
Name: Melinda N. Jackson
Title: Senior Vice President

[signature page to Second Amendment to Credit Agreement]

 

SCHEDULE 2.01

Lender	Commitments
Wells Fargo Bank, National Association	$	26,500,000
Amegy Bank National Association	$	26,500,000