Exhibit 4(j)
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment"), dated as
of October 27, 2000, is entered into among XXXX'X, INC. (formerly known as
Luby's Cafeterias, Inc.), a Delaware corporation (the "Borrower"), the banks
listed on the signature pages hereof (the "Lenders"), and BANK OF AMERICA, N.A.
(formerly known as NationsBank, N.A., successor by merger to NationsBank of
Texas, N.A.), as Administrative Lender for the Lenders (in said capacity, the
"Administrative Lender").
BACKGROUND
A. The Borrower, the Lenders, and the Administrative Lender heretofore
entered into that certain Credit Agreement, dated as of February 27, 1996, as
amended by that certain First Amendment to Credit Agreement, dated as of
January 24, 1997, and that certain Second Amendment to Credit Agreement, dated
as of July 3, 1997 (said Credit Agreement, as amended, the "Credit Agreement";
the terms defined in the Credit Agreement and not otherwise defined herein shall
be used herein as defined in the Credit Agreement).
B. The Borrower, the Lenders, and the Administrative Lender desire to amend
the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders, and the Administrative Lender covenant and agree as follows:
1. AMENDMENTS.
(a) The definition of "Applicable Margin" set forth in Section 1.1 of the
Credit Agreement is hereby amended to read as follows:
"Applicable Margin" means the following per annum percentages, applicable
in the following situations:
LIBOR Basis for
Advances of seven
or fourteen days or
Base Rate one, two, three,
Applicability Basis or six months
_____________________________________ _________ ___________________
(a) If the Leverage Ratio is greater
than or equal to 2.75 to 1 0.500 2.500
(b) If the Leverage Ratio is greater
than or equal to 2.50 to 1 but
less than 2.75 to 1 0.375 2.125
(c) If the Leverage Ratio is greater
than or equal to 2.25 to 1 but
less than 2.50 to 1 0.000 1.750
(d) If the Leverage Ratio is less
than 2.25 to 1 0.000 1.250
The Applicable Margin payable by the Borrower on the Revolving Credit Advances
hereunder shall be subject to reduction or increase, as applicable, and as set
forth in the table above, on a quarterly basis according to the performance of
the Borrower as tested by using the Leverage Ratio for the most recent fiscal
quarter. Each adjustment in the LIBOR Basis shall be effective on the date of
receipt by the Administrative Lender of the financial statements (and related
Officer's Certificate) required pursuant to Section 6.1(a) or 6.1(b) hereof, as
applicable, provided that from October 27, 2000, until the Administrative
Lender shall have received the financial statements (and related Officer's
Certificate) required to be delivered pursuant to Section 6.1(b) hereof for the
fiscal quarter ending November 30, 2000, the Applicable Margin with respect to
the LIBOR Basis and Base Rate Basis shall be determined as if the Leverage
Ratio is greater than or equal to 2.50 to 1 but less than 2.75 to 1. If the
financial statements (and related Officer's Certificate) of the Borrower
setting forth the Leverage Ratio are not received by the date required pursuant
to Section 6.1(a) or 6.1(b) hereof, as applicable, the Applicable Margin shall
be determined as if the Leverage Ratio is greater than or equal to 2.75 to 1
until such time as such financial statements (and related Officer's
Certificate) are received.
(b) The definition of "Applicable Law" set forth in Section 1.1 of the
Credit Agreement is hereby amended to read as follows:
"Applicable Law" means (a) in respect of any Person, all provisions of
Laws applicable to such Person, and all orders and decrees of all courts and
arbitrators in proceedings or actions to which the Person in question is a
party and (b) in respect of contracts made or performed in the State of Texas,
"Applicable Law" shall also mean the laws of the United States of America,
including, without limiting the foregoing, 12 USC Sections 85 and 86, as
amended to the date hereof and as the same may be amended at any time and from
time to time hereafter, and any other statute of the United States of America
now or at any time hereafter prescribing the maximum rates of interest on loans
and extensions of credit, and the laws of the State of Texas. The Borrower
agrees that the provisions of Chapter 303 of the Texas Finance Code, as
amended, shall not apply to the Advances hereunder.
(c) The definition of "Highest Lawful Rate" set forth in Section 1.1 of
the Credit Agreement is hereby amended to read as follows:
"Highest Lawful Rate" at the particular time in question the maximum rate
of interest which, under Applicable Law, any Lender is then permitted to charge
on the Obligations. If the maximum rate of interest which, under Applicable
Law, any Lender is permitted to charge on the Obligations shall change after
the date hereof, the Highest Lawful Rate shall be automatically increased or
decreased, as the case may be, from time to time as of the effective time of
each change in the Highest Lawful Rate without notice to the Borrower. For
purposes of determining the Highest Lawful Rate under Applicable Law, the
indicated rate ceiling shall be the lesser of (a)(i) the "weekly ceiling", as
that expression is defined in Section 303.003 of the Texas Finance Code, as
amended, or (ii) if available in accordance with the terms thereof and at
Administrative Agent's option after notice to the Borrower and otherwise in
accordance with the terms of Section 303.103 of the Texas Finance Code, as
amended, the "annualized ceiling" and (b)(i) if the amount outstanding under
this Agreement is less than $250,000, twenty-four percent (24%) per annum, or
(ii) if the amount under this Agreement is equal to or greater than $250,000,
twenty-eight percent (28%) per annum.
(d) The definition of "Permitted Liens" set forth in Section 1.1 of the
Credit Agreement is hereby amended by deleting "$50,000,000" in clause (f)
thereof and inserting "$10,000,000" in lieu thereof.
(e) Section 1.1 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in proper alphabetical order to read as
follows:
"Capital Expenditures" means, for any period, expenditures made by the
Borrower and its Subsidiaries to acquire or construct fixed assets, plant,
equipment and leasehold improvements (including renewals, improvements and
replacements during such period and the aggregate amount of items leased or
acquired in respect of Capitalized Lease Obligations).
"Earnings Available for Fixed Charges" means, for any period, calculated
for the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP, the sum of (a) EBITDA, plus (b) all lease and rental expense
pursuant to Operating Leases, minus (c) cash taxes paid, minus (d) Capital
Expenditures.
"Fixed Charges" means, for any period, calculated for the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP, the sum of (a)
all interest, premium payments, fees, charges and related expenses (including,
but not limited to, interest expense pursuant to Capitalized Lease Obligations)
in connection with borrowed money or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance
with GAAP, (b) all dividends and distributions paid in respect of Capital Stock
and (c) all lease and rental expenses pursuant to Operating Leases.
"Fixed Charges Coverage Ratio" means, for any date of determination, the
ratio of (a) Earnings Available for Fixed Charges for the period of four
consecutive fiscal quarters ending on such date to (b) Fixed Charges for the
period of four consecutive fiscal quarters ending on such date; provided,
however, notwithstanding the above to the contrary, for the purpose of
calculating (i) Net Earnings Available for Fixed Charges for (A) the period
from and including September 1, 2000 through and including August 31, 2001,
Capital Expenditures will be deemed to be the greater of (1) $20,000,000 or (2)
actual Capital Expenditures from and including September 1, 2000 through and
including the date of calculation, and (B) the period of four consecutive
fiscal quarters ending on November 30, 2001, and on each fiscal quarter
thereafter, Capital Expenditures will be deemed to be the greater of
(1) $20,000,000 or (2) actual Capital Expenditures for such four consecutive
fiscal quarters, and (ii) Fixed Charges for each fiscal quarter through and
including August 31, 2001, dividends will be calculated on an annualized pro
forma basis utilizing the Borrower's current dividend payment schedule
disclosed to the Lenders; provided, further, however, notwithstanding the
above, in the event that the Board of Directors of the Borrower at its October
2000 board meeting votes to discontinue all payments of dividends (and such
discontinuance continues during the term of this Agreement), dividends will be
deemed to be zero for each fiscal quarter included in the calculation of Fixed
Charges.
(f) The last sentence of Section 2.2(e) is hereby amended to read as
follows:
The aggregate amount of LIBOR Advances having the same Interest Period and
to be made by the Lenders on any day shall be in a principal amount of
$5,000,000 and which is an integral multiple of $1,000,000; provided, however,
during such time as the aggregate amount of Advances equals or exceeds
$120,000,000, the aggregate amount of LIBOR Advances having the same Interest
Period and to be made by the Lenders on any day may be in a principal amount of
$1,000,000 and integral multiples thereof.
(g) Section 2.4(a) of the Credit Agreement is hereby amended to read as
follows:
(a) Facility Fee. Subject to Section 10.9 hereof, the Borrower agrees to
pay to the Administrative Lender, for the ratable account of the Lenders, a per
annum facility fee equal to the product of (i) 0.100% and (ii) the daily
average amount of the Commitment. Such fee shall accrue from October 27, 2000
and shall be (i) payable in arrears on each Quarterly Date and on the Maturity
Date, (ii) fully earned when due, (iii) subject to Section 10.9 hereof,
nonrefundable when paid, and (iv) computed on the basis of a year of 360 days,
for the actual number of days elapsed.
(h) Section 2.16(f) of the Credit Agreement is hereby amended to read as
follows:
(f) Compensation.
(i) Letters of Credit. Subject to Section 10.9 hereof, the Borrower
shall pay to the Administrative Lender for the account of each Lender a per
annum fee (which shall be payable quarterly in arrears on each Quarterly Date
and on the Maturity Date) equal to the product of (a) the Applicable Margin
from time to time in effect for LIBOR Advances and (b) the daily average amount
available to be drawn under Letters of Credit.
(i) Section 5.4 of the Credit Agreement is hereby amended to read as
follows:
Section 5.4 Net Worth. The Borrower covenants and agrees that it will
not allow its Net Worth at any time to be less than the sum of (i) $190,000,000
plus (ii) 50% of Consolidated Net Income (excluding Consolidated Net Income for
any fiscal quarter in which Consolidated Net Income was a negative number)
earned on or after September 1, 2000, plus (iii) 75% of the Net Cash Proceeds
of any equity issues of the Borrower's Capital Stock in an underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, after September 1, 2000.
(j) Section 5.6 of the Credit Agreement is hereby amended to read as
follows:
Section 5.6 Incurrence and Retention of Debt. The Borrower covenants and
agrees that it will not, and will cause each Restricted Subsidiary to not,
incur, create, assume, or suffer to exist any Debt except (a) the Obligations,
(b) Existing Debt, (c) Debt in respect of contingent obligations to the extent
permitted under Section 5.5, (d) Debt in respect of Interest Rate Protection
Agreements, (e) Debt of the Borrower or a Restricted Subsidiary to a Restricted
Subsidiary or the Borrower, provided that any such Debt shall be subject to a
subordination agreement in form and substance satisfactory to the
Administrative Lender, (f) Debt, including in respect of Capitalize Lease
Obligations, incurred to purchase, or to finance the purchase of, assets which
constitute property, plant and equipment, not to exceed $10,000,000 in
aggregate principal amount outstanding at any time, and (g) other unsecured
Debt not to exceed $10,000,000 in aggregate principal amount outstanding at any
time.
(k) Section 5.9 of the Credit Agreement is hereby amended to read as
follows:
Section 5.9 Leverage Ratio. The Borrower covenants and agrees that it will
not allow the Leverage Ratio to be greater than (a) 3.00 to 1 at the fiscal
quarters ending November 30, 2000, February 28, 2001 and May 31, 2001, (b) 2.60
to 1 at the fiscal quarter ending August 31, 2001 and (c) 2.50 to 1 at the
fiscal quarter ending November 30, 2001 and each fiscal quarter thereafter.
(l) Article 5 of the Credit Agreement is hereby amended by adding a new
Section 5.19 thereto to read as follows:
Section 5.19 Fixed Charges Coverage Ratio. The Borrower covenants and
agrees that it will not allow the Fixed Charges Coverage Ratio to be less than
1.20 to 1 at the fiscal quarter ending November 30, 2000 or at the end of any
fiscal quarter thereafter.
(m) Schedule 6, Existing Debt, is hereby amended to be in the form of
Schedule 6 attached to this Third Amendment.
(n) Section 10.16 of the Credit Agreement is hereby amended to read as
follows:
SECTION 10.16 ARBITRATION AND WAIVER OF JURY TRIAL.
(a) THIS SECTION CONCERNS THE RESOLUTION OF ANY CONTROVERSIES OR CLAIMS
BETWEEN BORROWER AND ADMINISTRATIVE LENDER AND LENDERS, WHETHER ARISING IN
CONTRACT, TORT OR BY STATUTE, INCLUDING BUT NOT LIMITED TO CONTROVERSIES OR
CLAIMS THAT ARISE OUT OF OR RELATE TO: (i) THIS AGREEMENT (INCLUDING ANY
RENEWALS, EXTENSIONS OR MODIFICATIONS); OR (ii) ANY LOAN PAPER AND ANY OTHER
DOCUMENT RELATED TO THIS AGREEMENT OR ANY LOAN PAPER (COLLECTIVELY A
"CLAIM").
(b) AT THE REQUEST OF BORROWER, ADMINISTRATIVE LENDER OR ANY LENDER, ANY
CLAIM SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE
FEDERAL ARBITRATION ACT (TITLE 9, U. S. CODE) (THE "ACT"). THE ACT WILL
APPLY EVEN THOUGH THIS AGREEMENT PROVIDES THAT IT IS GOVERNED BY THE LAW OF
A SPECIFIED STATE.
(c) ARBITRATION PROCEEDINGS WILL BE DETERMINED IN ACCORDANCE WITH THE
ACT, THE APPLICABLE RULES AND PROCEDURES FOR THE ARBITRATION OF DISPUTES OF
JAMS OR ANY SUCCESSOR THEREOF ("JAMS"), AND THE TERMS OF THIS SECTION. IN
THE EVENT OF ANY INCONSISTENCY, THE TERMS OF THIS SECTION SHALL CONTROL.
(d) THE ARBITRATION SHALL BE ADMINISTERED BY JAMS AND CONDUCTED IN TEXAS.
ALL CLAIMS SHALL BE DETERMINED BY ONE ARBITRATOR; HOWEVER, IF CLAIMS EXCEED
$5,000,000, UPON THE REQUEST OF ANY PARTY, THE CLAIMS SHALL BE DECIDED BY
THREE ARBITRATORS. ALL ARBITRATION HEARINGS SHALL COMMENCE WITHIN 90 DAYS
OF THE DEMAND FOR ARBITRATION AND CLOSE WITHIN 90 DAYS OF COMMENCEMENT AND
THE AWARD OF THE ARBITRATOR(S) SHALL BE ISSUED WITHIN 30 DAYS OF THE CLOSE
OF THE HEARING. HOWEVER, THE ARBITRATOR(S), UPON A SHOWING OF GOOD CAUSE,
MAY EXTEND THE COMMENCEMENT OF THE HEARING FOR UP TO AN ADDITIONAL 60 DAYS.
THE ARBITRATOR(S) SHALL PROVIDE A CONCISE WRITTEN STATEMENT OF REASONS FOR
THE AWARD. THE ARBITRATION AWARD MAY BE SUBMITTED TO ANY COURT HAVING
JURISDICTION TO BE CONFIRMED AND ENFORCED.
(e) THE ARBITRATOR(S) WILL HAVE THE AUTHORITY TO DECIDE WHETHER ANY CLAIM
IS BARRED BY THE STATUTE OF LIMITATIONS AND, IF SO, TO DISMISS THE
ARBITRATION ON THAT BASIS. FOR PURPOSES OF THE APPLICATION OF THE STATUTE OF
LIMITATIONS, THE SERVICE ON JAMS UNDER APPLICABLE JAMS RULES OF A NOTICE OF
CLAIM IS THE EQUIVALENT OF THE FILING OF A LAWSUIT. ANY DISPUTE CONCERNING
THIS ARBITRATION PROVISION OR WHETHER A CLAIM IS ARBITRABLE SHALL BE
DETERMINED BY THE ARBITRATOR(S). THE ARBITRATOR(S) SHALL HAVE THE POWER TO
AWARD LEGAL FEES PURSUANT TO THE TERMS OF THIS AGREEMENT.
(f) THIS SECTION DOES NOT LIMIT THE RIGHT OF BORROWER, ADMINISTRATIVE
LENDER OR ANY LENDER TO: (i) EXERCISE SELF-HELP REMEDIES, SUCH AS BUT NOT
LIMITED TO, SETOFF; (ii) INITIATE JUDICIAL OR NONJUDICIAL FORECLOSURE
AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL; (iii) EXERCISE ANY
JUDICIAL OR POWER OF SALE RIGHTS, OR (iv) ACT IN A COURT OF LAW TO OBTAIN AN
INTERIM REMEDY, SUCH AS BUT NOT LIMITED TO, INJUNCTIVE RELIEF, WRIT OF
POSSESSION OR APPOINTMENT OF A RECEIVER, OR ADDITIONAL OR SUPPLEMENTARY
REMEDIES.
(g) THE FILING OF A COURT ACTION IS NOT INTENDED TO CONSTITUTE A WAIVER
OF THE RIGHT OF BORROWER, ADMINISTRATIVE LENDER OR ANY LENDER, INCLUDING THE
SUING PARTY, THEREAFTER TO REQUIRE SUBMITTAL OF THE CLAIM TO ARBITRATION.
(h) BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND
VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM. FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS
AGREEMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE
PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF SUCH CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES ENTERING INTO THIS AGREEMENT.
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendments contemplated by the
foregoing Section 1:
(a) the representations and warranties contained in the Credit Agreement
are true and correct on and as of the date hereof as made on and as of such
date;
(b) no event has occurred and is continuing which constitutes a Default or
an Event of Default;
(c) The Borrower has full power and authority to execute, deliver and
perform this Third Amendment, and the Credit Agreement, as amended by this
Third Amendment, the execution, delivery and performance of this Third
Amendment and the Credit Agreement, as amended by this Third Amendment, have
been authorized by all corporate action of the Borrower, and this Third
Amendment and the Credit Agreement, as amended hereby, constitute the legal,
valid and binding obligations of the Borrower, enforceable in accordance with
their respective terms, except as enforceability may be limited by applicable
Debtor Relief Laws and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except as rights
to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Third
Amendment or the Credit Agreement, as amended by this Third Amendment, nor the
consummation of any transactions herein or therein, will contravene or conflict
with any law, rule or regulation to which the Borrower or any of its
Subsidiaries is subject or any indenture, agreement or other instrument to
which the Borrower or any of its Subsidiaries or any of their respective
property is subject; and
(e) no authorization, approval consent, or other action by, notice to, or
filing with, any Tribunal or other Person (other than the Board of Directors of
the Borrower) is required for the (i) execution, delivery or performance by the
Borrower of this Third Amendment and the Credit Agreement, as amended by this
Third Amendment, or (ii) acknowledgment of this Third Amendment by any
Guarantor.
3. CONDITIONS OF EFFECTIVENESS. This Third Amendment shall be effective
as of the date first above written, subject to the following:
(a) the Administrative Lender shall have received counterparts of this
Third Amendment executed by each Lender;
(b) the Administrative Lender shall have received counterparts of this
Third Amendment executed by the Borrower and acknowledged by each Guarantor;
(c) the representations and warranties set forth in Section 2 of this
Third Amendment shall be true and correct;
(d) the Administrative Lender shall have received a copy of the certified
resolutions of the Borrower authorizing the execution, delivery and performance
of this Third Amendment; and
(e) the Administrative Lender shall have received, in form and substance
satisfactory to the Administrative Lender and its counsel, such other
documents, certificates and instruments as the Administrative Lender shall
require.
4. AMENDMENT FEE. Provided this Third Amendment becomes effective, the
Borrower covenants and agrees to pay an amendment fee to the Administrative
Lender on behalf of the Lenders which execute and deliver this Third Amendment
to the Administrative Lender (or its counsel) not later than 12:00 p.m., Dallas
time, October 25, 2000, in an amount equal to the product of (a) 0.200%,
multiplied by (b) an amount equal to the product of (i) such Lender's Specified
Percentage, multiplied by (ii) the Commitment. Such amendment fee shall be
paid in immediately available funds and shall be due and payable to each Lender
eligible for payment pursuant to the preceding sentence no later than two
Business Days after the date which this Third Amendment becomes effective. The
Borrower agrees that the failure to pay the amendment fee provided in this
Section 4 shall be an Event of Default under Section 7.1(b) of the Credit
Agreement.
5. GUARANTORS' ACKNOWLEDGMENT. By signing below, each Guarantor (i)
acknowledges, consents and agrees to the execution, delivery and performance by
the Borrower of this Third Amendment, (ii) acknowledges and agrees that its
obligations in respect of its Subsidiary Guaranty are not released, diminished,
waived, modified, impaired or affected in any manner by this Third Amendment or
any of the provisions contemplated herein, (iii) ratifies and confirms its
obligations under its Subsidiary Guaranty, and agrees that its obligations
under its Subsidiary Guaranty cover the Commitment as increased by this Third
Amendment, and (iv) acknowledges and agrees that it has no claims or offsets
against, or defenses or counterclaims to, its Subsidiary Guaranty.
6. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Third Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Agreement, as affected and amended
hereby.
(b) The Credit Agreement, as amended by the amendments referred to above,
shall remain in full force and effect and is hereby ratified and confirmed.
7. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Third Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto and with respect to advising the Administrative
Lender as to its rights and responsibilities under the Credit Agreement, as
hereby amended).
8. EXECUTION IN COUNTERPARTS. This Third Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which when taken together shall constitute but one
and the same instrument.
9. GOVERNING LAW: BINDING EFFECT. This Third Amendment shall be governed
by and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower and each Lender and their respective successors and
assigns.
10. HEADINGS. Section headings in this Third Amendment are included herein
for convenience of reference only and shall not constitute a part of this Third
Amendment for any other purpose.
11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO ORAL UNWRITTEN
AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as
the date first above written.
XXXX'X, INC.
BY: XXXXX X. XXXXXX
_____________________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and CFO
BANK OF AMERICA, N.A.
BY: R. XXXX XXXXXXXXX
_____________________________
Name: R. Xxxx Xxxxxxxxx
Title: Vice President
SUNTRUST BANK
BY: XXXXXXX X. XXXXXXXX
_____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Vice
President
THE CHASE MANHATTAN BANK
BY: H. XXXXX XXXXX
_____________________________
Name: H. Xxxxx Xxxxx
Title: Vice President
THE BANK OF TOKYO-
MITSUBISHI, LTD., HOUSTON
AGENCY
BY: J. FORT
_____________________________
Name: J. Fort
Title: Vice President
BY: X. XXXXXX
_____________________________
Name: X. Xxxxxx
Title: Vice President
and Manager
ACKNOWLEDGED AND AGREED:
LUBY'S HOLDINGS, INC.
By: XXXXX X. XXXXXX
__________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and CFO
LUBCO, INC.
By: XXXXX X. XXXXXX
__________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and CFO
LUBY'S LIMITED PARTNER, INC.
By: XXXXX X. XXXXXX
__________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and CFO
LUBY'S MANAGEMENT, INC.
By: XXXXX X. XXXXXX
__________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and CFO
LUBY'S RESTAURANTS LIMITED PARTNERSHIP
By: LUBY'S MANAGEMENT, INC., its
general partner
By: XXXXX X. XXXXXX
__________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and CFO
SCHEDULE 6
Existing Debt
Issued Issue Maturity
Debt By Date Date Amount
______________________ ________________ ________________ _______ _________
Life Ins. Surrender Mass Mutual Life October 5, 2000 None $3,623,019
Value Loans Ins. Co.
Surety Bond #929148407 XXX Xxxxxx - Xxx Xxxx 0, 0000 Xxxx 1,600,000
Continental
Insurance Co.
Surety Bond #929148408 XXX Xxxxxx - Xxx Xxxx 0, 0000 Xxxx 4,984,000
Continental
Insurance Co.
___________
Total $10,207,019
