WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 4(t)
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WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT |
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THIS WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth Amendment") dated as of November 25, 2002, 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 ("Lenders") and BANK OF AMERICA, N.A. (successor by merger to NationsBank, N.A., successor by merger to NationsBank of Texas, N.A.), as Administrative Lender for the Lenders (in said capacity, the "Administrative Lender"). |
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RECITALS: |
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A. The Borrower, the Lenders, and the Administrative Lender have 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, that certain the Second Amendment to Credit Agreement dated as of July 3, 1997, that certain Third Amendment to Credit Agreement dated as of October 27, 2000, that certain Fourth Amendment to Credit Agreement dated as of June 29, 2001, and that certain Waiver and Fifth Amendment to Credit Agreement dated as of December 5, 2001, and as the same may be further amended or modified, the "Credit Amendment"). |
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B. The Borrower has informed the Administrative Lender and the Lenders that it has failed to maintain the minimum quarterly EBITDA required by Section 5.9(a) of the Credit Agreement for the fiscal quarter ending August 28, 2002. |
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C. The Borrower, the Lenders, and the Administrative Lender desire to waive an Event of Default under the Credit Agreement and amend the Credit Agreement as set forth herein. |
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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: |
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ARTICLE 1 |
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Definitions |
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Section 1.1. Definitions. Unless otherwise defined in this Sixth Amendment, terms defined by the Credit Agreement, where used in this Sixth Amendment, shall have the same meanings in this Sixth Amendment as are prescribed by the Credit Agreement. |
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ARTICLE 2 |
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Amendments |
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Section 2.1. Amendment to Definitions in Article 1. Effective as of the date hereof, the following definitions contained in Article 1 of the Credit Agreement are hereby amended and restated in their respective entireties to read as follows: |
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"Applicable Margin" means two and one-half percent (2.5%); provided that if the Borrower has not made (a) $15,000,000 in mandatory prepayments (in addition to any prepayments made on account of the GE Agreement) on or before January 31, 2003, then effective such date, the Applicable Margin shall be three and one-half percent (3.5%), and (b) $10,000,000 in mandatory prepayments (in addition to the prepayment pursuant to subclause (a) hereof and any prepayments made on account of the GE Agreement) on or before September 1, 2003, then effective such date, the Applicable Margin shall be four and one-half percent (4.5%). |
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"Commitment" means $114,690,887.07, as reduced from time to time pursuant to Section 2.6. |
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"Maturity Date" means October 31, 2004. |
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"Mortgage" means a deed of trust or mortgage and security agreement, in form and substance satisfactory to the Administrative Lender and the Lenders, pursuant to which the Borrower, or a Restricted Subsidiary of the Borrower, shall grant to the Administrative Lender, for the sole benefit of the Administrative Lender and the Lenders, a first and prior Lien in all real property, improvements and fixtures located on real property set forth on Schedule 8 owned by the Borrower or such Restricted Subsidiary, as the case may be, to secure the Obligations. |
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"Unrestricted Subsidiary" means (a) each direct and indirect Subsidiary of the Borrower (i) the gross revenue of which for the then most recently completed four fiscal quarters constituted (or, with respect to any Subsidiary acquired during such four fiscal quarters, would have constituted, had the gross revenues of such Subsidiary been included for such period) less than 5% of the consolidated gross revenues for the Borrower and its Subsidiaries for such period and (ii) the assets of which as of the end of any fiscal quarter constituted less than 5% of the consolidated assets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and (b) the GE-Related Subsidiaries. |
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Section 2.2. Addition of Definitions in Article 1. Effective as of the date hereof, the following definitions hereby are added, in proper alphabetical order, to Article 1 of the Credit Agreement. |
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"Available Cash" means, for any period, calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, the sum of (a) cash on hand as of such date of determination (including short-term investments), (b) EBITDA (including real estate taxes) projected for the next four fiscal quarters, and (c) all dividends and distributions paid in respect of Capital Stock projected for the next four fiscal quarters less (d) Capital Expenditures projected for the next four fiscal quarters. |
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"GE Agreement" means the term loan agreements to be executed by the GE-Related Subsidiaries and GE Capital Franchise Finance Corporation on or before January 31, 2003, on terms substantially similar to those set forth in the commitment letter dated on or about November 18, 2002, between Borrower and GE Capital Franchise Finance Corporation. |
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"Liquidity Ratio" means, for any period, calculated for the Borrower and its Subsidiaries (including the GE-Related Subsidiaries) on a consolidated basis in accordance with GAAP, the ratio of (a) Available Cash to (b) the sum of (i) all interest (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 plus (ii) all principal payments made on Debt not owing under this Agreement. |
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"GE-Related Subsidiaries" mean the entities, no more than three in number, created by Borrower, each of whose sold corporate purpose is to complete the transactions contemplated by the GE Agreement. |
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Section 2.3. Amendment to Section 2.5(b). Effective as of the date hereof, the last sentence of Section 2.5(b) hereby is amended and restated to read in its entirety as follows: |
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In addition, the Borrower shall make the following mandatory payments in reduction of the outstanding principal of the Revolving Credit Loans: |
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(i) On or before January 31, 2003, in an amount not less than $80,000,000; and |
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(ii) Promptly upon receipt thereof, an amount equal to all proceeds (net of reasonable costs and expenses) of any sale, assignment or refinancing of any real or personal property of the Borrower or any of its Subsidiaries. |
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Section 2.4. Amendment to Section 2.6(b). Effective as of the date hereof, the last sentence of Section 2.6(b) hereby is amended and restated to read in its entirety as follows: |
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Additionally, the Commitment shall automatically reduce (A) by $80,000,000 on the earlier of February 1, 2003, or the date of the Borrower's payment pursuant to clause (i) of Section 2.5(b) and (B) on the date of payment thereof, by an amount equal to each payment made by the Borrower pursuant to Section 2.5. |
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Section 2.5. Amendment to Section 5.3(a). Effective as of the date hereof, Section 5.3(a) hereby is amended and restated to read in its entirety as follows: |
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(a) The Borrower covenants and agrees that it will not, and will cause each of its Restricted Subsidiaries to not, directly or indirectly (i) sell, transfer or otherwise dispose of any of its assets (whether now owned or hereafter acquired) or (ii) enter into any arrangement with any Person , whereby the Borrower or any such Restricted Subsidiary shall sell or transfer any property, whether now owned or hereafter acquired, used or useful in its business, and thereafter rent or lease the property so sold or transferred ("Sale-Leaseback"), except (i) sales of inventory or equipment in the ordinary course of business, and product material in the ordinary course of business, (iii) dispositions of Cash Equivalents or cash in the ordinary course of business, (iv) dispositions of the property to the Borrower or the a Restricted Subsidiary and (v) dispositions of the real property set forth on Schedule 9 to any GE-Related Subsidiary but only contemporaneously with the execution of the GE Agreement. In connection with any request by the Borrower for consent to the sale of any real property set forth in Schedule 8, the Borrower will promptly furnish to the Administrative Lender, at the Borrower's sole cost and expense, an appraisal of such real property and all improvements thereon, prepared by a credentialed appraiser acceptable to the Agent and in form, and on a valuation basis, satisfactory to the Administrative Agent, provided that the Administrative Lender and the Lenders shall have no obligation to approve any such request for consent. |
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Section 2.6. Amendment to Section 5.4. Effective as of the date hereof, Section 5.4 of the Credit Agreement is amended and restated to read in its entirety as follows: |
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Section 5.4. Capital Expenditures. Capital Expenditures by the Borrower shall be made solely from cash flow or from proceeds of Xxxxxx Loans, exclusive of any disposition or refinancing of real estate. Capital Expenditures, excluding Capital Expenditures made from Excess Cash pursuant to Section 5.19, shall not exceed (i) during any fiscal year of the Borrower, $15,000,000 and (b) during any of the first three fiscal quarters of any fiscal year of the Borrower, $5,000,000. |
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Section 2.7. Amendment to Section 5.5. Effective as of the date hereof, Section 5.5 of the Credit Agreement is amended and restated to read in its entirety as follows: |
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Section 5.5. Contingent Liabilities. The Borrower covenants and agrees that it will not, and will cause each of its Restricted Subsidiaries to not, guarantee, endorse, contingently agree to purchase, or otherwise become liable, directly or indirectly, upon the obligation of or in connection with the earnings, the assets, the stock, or the dividends of any other Person (other than the Borrower or any such Restricted Subsidiary), except (i) endorsements in the ordinary course of business of negotiable instruments for deposit or collection, (ii) Existing Debt, (iii) guaranty of the Borrower of leasehold payments owing to the GE Subsidiaries in respect of real property securing the GE Agreement, and (iv) other guarantees and contingent obligations incurred after the Agreement Date not to exceed $5,000,000 in aggregate principal amount. |
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Section 2.8. Amendment to Section 5.6. Effective as of the date hereof, Section 5.6 hereby is amended and restated to read in its entirety as follows: |
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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, incurred in the ordinary course of business in amounts, and for purposes, consistent with prior business practices of 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 in respect of the Xxxxxx Loans, provided that such Debt is subordinated in right of payment and claim to the Obligations, in form and substance satisfactory to the Administrative Lender and the Lenders, (g) guaranty of the Borrower of leasehold payments owing to the GE Subsidiaries in respect of real property securing the GE Agreement, (h) other Debt in an aggregate amount not to exceed $200,000 at any time outstanding, and (i) letters of credit issued in the ordinary course of business. |
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Section 2.9. Amendment to Section 5.9. Effective as of the date hereof, Section 5.9 of the Credit Agreement is amended and restated to read in its entirety as follows: |
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Section 5.9. Liquidity Ratio. The Borrower agrees covenants and agrees that it will not allow the Liquidity Ratio as of the end of any of the Borrower's fiscal quarters to be less than 1.1 to 1.0. |
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Section 2.10. Amendment to Section 5.20. Effective as of the date hereof, Section 5.20 of the Credit Agreement is amended and restated to read in its entirety as follows: |
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Section 5.20. Mortgages. The Borrower shall execute and deliver, and shall cause each of its Restricted Subsidiaries to execute and deliver, to the Administrative Lender for the benefit of the Administrative Lender and the Lenders, a deed of trust or mortgage and security agreement pursuant to which the Borrower and each such Restricted Subsidiary shall grant to the Administrative Lender, for the benefit of the Administrative Lender and the Lenders, a first and prior Lien on all real property (including ground leases) and improvements set forth on Schedule 8 hereto owned by the Borrower or any such Restricted Subsidiary, and a first and prior security interest and lien in and to all equipment and fixtures now or hereafter located thereon, in each case in form and substance satisfactory to the Administrative Lender and the Lenders. The Borrower will cooperate with the Administrative Lender in allowing it to obtain any appraisals or environmental reports for any real property (excluding ground leases) as the Administrative Lender requests within 90 days of the date of such requests, the cost and expenses thereof to be paid by the Borrower to the Administrative Lender. |
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Section 2.11. Amendment to Section 5.22. Effective as of the date hereof, Section 5.22 of the Credit Agreement is amended and restated to read in its entirety as follows: |
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Section 5.22. Extended Fee. The Borrower shall pay to the Administrative Lender, for the benefit of the Administrative Lender and the Lenders, an extension fee payable on May 1, 2003, and on the first day of each fiscal quarter thereafter in an amount equal to 0.125% of the aggregate principal amount of the Obligations outstanding as of each such date. |
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Section 2.12. Amendment to Section 5.23. Effective of the date hereof, Section 5.23 of the Credit Agreement is amended and restated to read in its entirety as follows: |
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Section 5.23. Sixth Amendment Fee. On January 31, 2003, the Borrower shall pay to the Administrative Lender for the benefit of the Lenders a deferred amendment fee equal to 0.125% of the aggregate principal amount of the Obligations outstanding as of January 31, 2003. Such deferred amendment fee shall be deemed to be a part of, and included in, the Obligations and secured by the Collateral. |
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Section 2.13. Amendment to add Section 5.24. Effective as of the date hereof, the Credit Agreement is amended and restated to add a new Section 5.24, which shall read in its entirety as follows: |
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Section 5.24. GE Agreement. On or before January 31, 2003, the GE-Related Subsidiaries shall enter into the GE Agreement upon terms and conditions satisfactory to the Administrative Lender and the Lenders. Upon receipt of at least $80,000,000 in proceeds from the GE Agreement, the Administrative Lender and the Lenders agree to (a) release and discharge any and all security interests and liens of the Administrative Lender in the real property described on Schedule 9 hereto, and (b), at the Borrower's expense, to execute such releases of liens as may be reasonably requested the Borrower in order to record such releases of record. |
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Section 2.14. Amendment to Section 7.1. Effective as of the date hereof, Section 7.1 of the Credit Agreement is amended to delete the "or" at the end of clause (j) thereof, to replace the "." at the end of clause (k) with an "; or" and to add the following clause (l) thereto: |
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(l) An event of default shall occur under the GE Agreement. |
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Section 2.15. Addition of Schedules. Effective as of the date hereof, Schedules 8 and 9 are hereby added to the Credit Agreement and shall read as Schedule 8 and 9 attached hereto. |
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Section 2.16. Agreement regarding Maturity Date. The Borrower hereby acknowledges that it failed to meet the Further Extension Conditions set forth in the Credit Agreement. Notwithstanding anything contained in the Credit Agreement, the Administrative Lender, the Lenders and the Borrower agree that all references to the terms "Further Extension Conditions" and "Further Extension" in the Credit Agreement, as of the date hereof, shall be null and void and of no further force or effect. |
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ARTICLE 3 |
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Miscellaneous |
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Section 3.1. Representations and Warranties; 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 amendment contemplated by this Sixth Amendment, subject to Section 3.2: |
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(a) The representations and warrants contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; |
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(b) no event has occurred and is continuing which constitutes a Default or an Event of Default; |
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(c) the Borrower has full power and authority to execute, deliver and perform this Sixth Amendment, and the Credit Agreement, as amended by this Sixth Amendment, the execution, delivery and performance of this Sixth Amendment and the Credit Agreement, as amended by this Sixth Amendment, have been authorized by all corporate action of the Borrower, and this Sixth Amendment and the Credit Agreement, as amended by this Sixth Amendment, 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; |
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(d) neither the execution, delivery and performance of this Sixth Amendment or the Credit Agreement, as amended by this Sixth 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; |
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(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 Sixth Amendment and the Credit Agreement, as amended by this Sixth Amendment, or (ii) acknowledgment of this Sixth Amendment by any Guarantor; and |
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(f) all Schedules and Exhibits to the Credit Agreement are true, correct and complete as of the date of this Sixth Amendment. |
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Section 3.2. Condition of Effectiveness. This Sixth Amendment and the amendments, and waivers contained herein, shall be effective as of the date first above written, subject to the following: |
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(a) The Borrower shall have paid to the Administrative Lender, for the benefit of the Lenders executing the Sixth Amendment, in immediately available funds an amendment fee in an amount equal to 0.125% of the aggregate principal amount of the Obligations outstanding on the date of this Sixth Amendment; |
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(b) the administrative Lender shall have received counterparts of this Sixth Amendment executed by the Lenders in accordance with Section 10.12 of the Credit Agreement; |
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(c) the Administrative Lender shall have received counterparts of this Sixth Amendment executed by the Borrower and acknowledged by each Guarantor; |
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(d) evidence that the costs and expenses of (including, without limitation, attorneys' fees and expenses) incurred by Administrative Lender incident to this Amendment, to the extent incurred and submitted to Borrower, shall have been paid in full by Borrower; |
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(e) the representations and warranties set forth in Section 3.1 of this Sixth Amendment shall be true and correct; and |
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(f) the Administrative Lender shall have received such additional documents, instruments, and information as the Administrative Lender may reasonably request to effect the transactions contemplated hereby. |
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Section 3.3. Agreement for Specific Waiver. Upon the effectiveness of this Sixth Amendment, the Event of Default which exists by reason of the Borrower's failure to maintain a minimum quarterly EBITDA of $9,675,061 for the fiscal quarter ended August 28, 2002, as required by Section 5.9(a) of the Credit Agreement shall be deemed to be waived, provided that such waiver is expressly conditioned and limited as provided by this Section 3.3. Except as expressly provided by this Section 3.3, this Sixth Amendment shall not constitute and shall not be deemed a waiver of any other term or covenant in the Credit Agreement or any other Loan Paper. |
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Section 3.4. Guarantors' Acknowledgment. By signing below, each Guarantor (i) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Sixth 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 Sixth Amendment or any of the provisions contemplated herein, (iii) ratifies and confirms its obligations under its Subsidiary Guaranty, and (iv) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Subsidiary Guaranty. |
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Section 3.5. Reference to the Credit Agreement. |
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(a) Upon the effectiveness of this Sixth 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. |
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(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. |
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(c) This Sixth Amendment shall constitute a Loan Paper. |
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Section 3.6. 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 Sixth 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). |
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Section 3.7. Releases. As a material inducement to the Administrative Lender and the Lenders to enter into this Sixth Amendment, the Borrower and each Guarantor (collectively, the "Releasing Parties"), by their execution below, hereby represent and warrant that there are no claims or offsets against, or defenses or counterclaims to, the terms and provisions of and the other obligations created or evidenced by the Credit Agreement or the other Loan Papers. The Releasing Parties hereby release, acquit, and forever discharge the Administrative Lender and the Lenders, and their respective officers, employees, attorneys and agents (all of whom are herein jointly and severally referred to as the "Released Parties") from any and all liability, damages, losses, obligations, costs, expenses, suits, claims, demands, causes of action for damages or any other relief, whether or not now known or suspected, of any kind, nature or character, at law or in equity, that the any Releasing Party now has or may have ever had against any of the Released Parties (hereinafter being collectively referred to as the "Claims"), all of which Claims are hereby waived. |
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Section 3.8. Execution in Counterparts. This Sixth 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. A telecopy of any such executed counterpart shall be deemed valid as an original thereof. |
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Section 3.9. Governing Law; Binding Effect. This Sixth 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. |
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Section 3.10. Headings. Section headings in this Sixth Amendment are included herein for convenience of reference only and shall not constitute a part of this Sixth Amendment for any other purpose. |
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Section 3.11. Entire Agreement. THIS CREDIT AGREEMENT, AS AMENDED BY THIS SIXTH 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. |
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IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment as of the date first above written. |
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XXXX'X, INC. |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Senior Vice President and CFO |
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BANK OF AMERICA, N.A., as |
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By: |
/s/Xxxxxxx X. Xxxx |
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Xxxxxxx X. Xxxx |
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BANK OF AMERICA, N.A., as a Lender |
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By: |
/s/Xxxxx X. Xxxxxxxx |
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Xxxxx X. Xxxxxxxx |
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SUNTRUST BANK |
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By: |
/s/Xxxxxx Ways |
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Name: |
Xxxxxx Ways |
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Title: |
Managing Director |
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JPMORGAN CHASE BANK (successor to |
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By: |
/s/Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Senior Vice President |
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THE BANK OF TOKYO-MITSUBISHI, LTD. |
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By: |
/s/Xxxx X. XxXxxx |
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Name: |
Xxxx x. XxXxxx |
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Title: |
Vice President & Manager |
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ACKNOWLEDGE AND AGREED: |
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LUBY'S HOLDINGS, INC. |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Senior Vice President and CFO |
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LUBCO, INC. |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Senior Vice President and CFO |
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LUBY'S LIMITED PARTNER, INC. |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Senior Vice President and CFO |
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LUBY'S MANAGEMENT, INC. |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Senior Vice President and CFO |
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LUBY'S RESTAURANTS LIMITED PARTNERSHIP |
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By: |
LUBY'S MANAGEMENT, INC., its general partner |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Senior Vice President and CFO |
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LUBY'S BEVCO, INC. |
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By: |
/s/Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Senior Vice President and CFO |
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Schedule 8
GE Agreement Real Property
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Location Address |
Location Number |
Ownership |
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Arkansas |
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Northwest Arkansas Mall |
N/A |
Mall Property |
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0000-X Xxxxxx Xxxxxx |
N/A |
Ground Lease |
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0000 Xxxx Xxxxx Xxxx |
#1 |
Mall Property |
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00000 Xxxx Xxxxxxx |
#3 |
Ground Lease |
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McCain Mall |
X/X |
Mall Property |
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Arizona |
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0000 X. 00xx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
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0000 Xxxx Xxxx Xxxx |
N/A |
Ground Lease |
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1404 So. Xxxxxxxx Xx. |
#1 |
Owned by Luby's Restaurants Limited Partnership |
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0000 X. Xxxxxx Xxx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
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Paradise Valley Mall |
#0 |
Xxxx Xxxxxxxx |
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Xxxx Xx. & 7th Ave. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
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0000 X. Xxxxxxxx Xx. |
#2 |
Owned by Luby's Restaurants Limited Partnership |
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Florida |
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Lake Shore Mall |
N/A |
Owned by Luby's Restaurants Limited Partnership |
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Louisiana |
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0000 Xxxx Xxxxx |
X/X |
Ground Lease |
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Mississippi |
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Xxxxxx Xxxxx Xxxx, Xxxxx 000 |
N/A |
Mall Property |
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Xxxxxx Lakes Mall |
N/A |
Mall Property |
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Missouri |
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2116 Independence Center |
N/A |
Mall Property |
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0000 Xxxxxxxxx Xxxx |
#1 |
Ground Lease |
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New Mexico |
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0000 Xxxxxxxxxx Xxxx. XX |
#1 |
Owned by Luby's Restaurants Limited Partnership |
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1030 Xxxxx Xxxxx Mall |
X/X |
Mall Property |
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Oklahoma |
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0000 X. XxxXxxxxx Xxxx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxxx Xxxx |
N/A |
Mall Property |
||
|
0000 X. Xxxxxxx Xx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
||
|
000 X. 00xx Xx. Xxxxx |
#3 |
Owned by Luby's Restaurants Limited Partnership |
||
|
Tennessee |
||||
|
Cool Springs Galleria, Suite 2580 |
N/A |
Mall Property |
||
|
0000 Xxxxxxxxxx Xxxx |
#1 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxx Xxxxxx |
#2 |
Ground Lease |
||
|
College Square Mall, Space 20 |
N/A |
Mall Property |
||
|
Xxxxxxx Mall 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 |
#1 |
Mall Property |
||
|
0000 Xxxxxxxx Xxxx Xxxxx |
#0 |
Ground Lease |
||
|
0000 Xxxxx Xxxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxx Xxxxx Xx. |
#1 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxx Xxxxxx Xxxxx |
#1 |
Owned by Luby's Restaurants Limited Partnership |
||
|
000 Xxxxx Xxxxxx Xx. |
#2 |
Owned by Luby's Restaurants Limited Partnership |
||
|
Baron Creek Square |
#7 |
Mall Property |
||
|
0000-00 Xxxxx Xxxxxxxxxx #0000 |
#2 |
Mall Property |
||
|
000 X. Xxxxxxxx Xxxx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxx Xxxxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxx Xxxxxxx Xxxx |
#2 |
Mall Property |
||
|
00000 X. Xxxxxxx Xxxxx. |
#1 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxx Xxxx Xxxxxx |
#2 |
Mall Property |
||
|
0000 Xxxx X. X. Xxxxxxxx Xxx. |
#5 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxxxx Xxxxx |
#6 |
Owned by Luby's Restaurants Limited Partnership |
||
|
00000 Xxxxxxxxxx Xx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxx Xxxxxxx Xxxx |
#9 |
Ground Lease |
||
|
0000 Xxxx Xxxxxxxxxxx Xxxx |
#10 |
Ground Lease |
||
|
0000 Xxxxx Xxxxxxx |
#13 |
Ground Lease |
||
|
4155 So. X. X. Xxxxxxxx Fwy. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxxx Xxxxxx |
#2 |
Ground Lease |
||
|
0000 Xxxxx Xxxx Xxxxxx |
#3 |
Ground Lease |
||
|
0000 X. Xxxx Xx. |
#6 |
Owned by Luby's Restaurants Limited Partnership |
||
|
000 Xxxxx Xxxxx Xxxx |
#0 |
Mall Property |
||
|
0000 X. X. Xxxx 000 |
#0 |
Owned by Luby's Restaurants Limited Partnership |
||
|
3315 N. Pres. Geo. Xxxx Fwy. |
#2 |
Owned by Luby's Restaurants Limited Partnership |
||
|
000 X. Xxxxxxx Xxxx. |
#1 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxx Xx. |
#1 |
Owned by Luby's Restaurants Limited Partnership |
||
|
2506 So. 00 Xxxxxxxx Xxxxx |
#1 |
Owned by Luby's Restaurants Limited Partnership |
||
|
5215 Buffalo Speedway |
#0 |
Owned by Luby's Restaurants Limited Partnership |
||
|
Post Oak Plaza Shopping Center |
#3 |
Ground Lease |
||
|
000 Xxxx & Xxxxxxx Xxxxxx |
#6 |
Ground Lease |
||
|
0000 Xxxx Xxx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxxxx Xxxx |
#9 |
Mall Property |
||
|
0000 Xxxxxxxxxxx Xxxx |
#00 |
Mall Property |
||
|
0000 Xxxxx Xxxxx |
#23 |
Ground Lease |
||
|
Merchants Park Shopping Center |
#30 |
Ground Lease |
||
|
Northoaks Shopping Center |
#00 |
Ground Lease |
||
|
00000 Xxxxxx Xxxxxxx |
#00 |
Ground Lease |
||
|
Sharpstown Mall |
N/A |
Mall Property |
||
|
Deerbrook Mall |
N/A |
Mall Property |
||
|
000 XX-00 Xxxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxx Xxxx Xxxx |
#1 |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 X. Xxxxxxx Xxx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
00000 X. Xxxxxxx X-00 |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 X. Xxxxxxx Xxxxx Xxxxx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
Xxxx Xxx Xxxxx |
#2 |
Mall Property |
||
|
I-35 E. & Lakepointe Dr. |
Different address on JG and Luby's lists |
Owned by Luby's Restaurants Limited Partnership |
||
|
Vista Ridge Mall, Space 2098 |
N/A |
Mall Property |
||
|
0000 Xx. Xxxxx Xx. |
OK |
Luby's Restaurants Limited Partnership |
||
|
U. S. Hwy. 59 |
To be sold |
Luby's Restaurants Limited Partnership |
||
|
La Plaza Mall |
#3 |
Mall Property |
||
|
000 X. Xxxxxxx Xxxxx. |
OK |
Luby's Restaurants Limited Partnership |
||
|
0000 Xxxx Xxxx Xxxx |
#3 |
Mall Property |
||
|
00000 XXX Xxx. |
#0 |
Luby's Restaurants Limited Partnership |
||
|
0000 X. Xxxxxxxxx Xxx. |
N/A |
Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxx Xx. |
N/A |
Luby's Restaurants Limited Partnership |
||
|
0000 X. 00xx Xx. |
N/A |
Luby's Restaurants Limited Partnership |
||
|
0000 XX Xxxx 000 |
N/A |
Luby's Restaurants Limited Partnership |
||
|
El Centro Shopping Center |
N/A |
Mall Property |
||
|
000 Xxxxxxx Xxxx |
#0 |
Mall Property |
||
|
Xxxxxx Park Mall |
#4 |
Mall Property |
||
|
0000 Xxx Xxxxx Xxxxxx, |
#6 |
Mall Property |
||
|
XxXxxxxxx Shopping City |
#7 |
Mall Property |
||
|
0000 Xxxxxxxxxxxxxx Xx. |
#8 |
Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxxxx Xxxxxx |
#9 |
Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxxxx Xxxx Xx. |
#13 |
Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxxxx Xx. |
#14 |
Luby's Restaurants Limited Partnership |
||
|
Westlakes Mall |
#15 |
Mall Property |
||
|
000 Xxxxx Xxxx Xxxx |
#00 |
Mall Property |
||
|
0000 Xxxxxxxxx Xxxx 000 |
#20 |
Ground Lease |
||
|
Xxxxxxx Xxxx Xxxx |
#00 |
Mall Property |
||
|
00000 X. Xxxx 0000 X. |
#24 |
Owned by Luby's Restaurants Limited Partnership |
||
|
000 XX-00 Xxxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxxxx Xxx. 000 Xxxxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
||
|
0000 Xxx. 00 Xxxxx |
#0 |
Owned by Luby's Restaurants Limited Partnership |
||
|
Xxxxxxxx Shopping Center |
#1 |
Ground Lease |
||
|
00 Xxxxxxx Xxxx |
X/X |
Xxxx Xxxxxxxx |
||
|
Xxxxxxxx Xxxx, #000 |
N/A |
Mall Property |
||
|
0000 X. Xxx. 000 Xxxxxx |
N/A |
Luby's Restaurants Limited Partnership |
||
Schedule 9
GE Agreement Real Property
|
Location Address |
Location Number |
Ownership |
|
Arizona |
||
|
00000 Xxxx Xxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
Louisiana |
||
|
1505 E. Xxxx Xxxxx Ind. Loop |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
Oklahoma |
||
|
7004 S. X-00 Xxxxxxx Xx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. 00xx Xx. Xxxxx |
#1 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxx Xxxxxx Xx. |
#2 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxx Xxxxxx Xx. |
#3 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxx Xxxxxx |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxx Xxxxxxxx Xxxx |
#3 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xx-Xxx Xxxxxxxxxx |
#4 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 X. X. Xxx. 000 Xxxxx |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxx Xxxx |
#6 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxxxxx 00 Xxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxx Xxxxxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 X. Xxxx 000 |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxx Xxxxx Xxxx. |
#1 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxx Xxxxx Xxx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xxxxxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
Xxxxx Xxxxxxx |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xx. Xxxxx Xxxxxx Xx. |
#3 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxxx Xxxx. |
#4 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxxxxx Xx. |
#3 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxxxxxx Xx. |
#8 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxx X |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xx. Xxxxxxxxxx 00 |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 X. Xxxxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 X. Xxx. 00 |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxxxxxxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxx Xxxx. |
#4 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxx Xxxxxxx Xx. |
#5 |
Owned by Luby's Restaurants Limited Partnership |
|
1551 So. Xxxxxx Xxxx |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxxxxx Xx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. X. Xxxx 000 |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xxxxxxxxxx Xx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xx. Xxxxx Xx. |
#8 |
Owned by Luby's Restaurants Limited Partnership |
|
0xx Xxx. & Xxxx Xxxxxx |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxx Xxxx Xxxxxxxxx |
N/A |
Ground Lease |
|
0000 Xxxxxxxx Xxxx. |
#1 |
Owned by Luby's Restaurants Limited Partnership |
|
250 So. IH-35 |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxx. 000 |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xxxxxxxxx Xx. |
#2 |
Owned by Luby's Restaurants Limited Partnership |
|
5215 Buffalo Speedway |
#0 |
Ground Lease |
|
0000 Xxxxxxxx Xxxx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxx Xx. |
#4 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxxxxxxxx Xxx. |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xxxx XX-0000 |
#0 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxxx Xxx. |
#00 |
Owned by Luby's Restaurants Limited Partnership |
|
000 X. Xxxxxx Xx. |
#11 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxxxxxxxx Xxx. |
#00 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxx. 0 Xxxxx |
#14 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxx. 0 Xxxxx |
#15 |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xxxxxxxxxxx Xxxxx |
#17 |
Ground Lease |
|
00000 Xxxxxx |
#00 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxx Xxxx Xxx Xxxx |
#19 |
Ground Lease |
|
0000 Xxx Xxxxxxx Xxxxx |
#20 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxxx Xxxxxxxx Xx. |
#21 |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xx. Xxxxx Xx. |
#22 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxxx Xxxx |
#24 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxx Xxxx Xxx |
#26 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxx Xxx. |
#00 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxxxxxxxx Xxx. |
#00 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. XxxXxxxxx Xxx |
#29 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxx Xxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxxxxxx 00 |
N/A |
Ground Lease |
|
000 Xxxx Xxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 X. Xxxxxx Xx. |
#1 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxx |
N/A |
Ground Lease |
|
0000 Xx. Xxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
Gateway Plaza Shopping City |
#1 |
Ground Lease |
|
0000 Xxxxx 00xx Xxxxxx |
#2 |
Ground Lease |
|
0000 Xxx Xxxxxxxxx |
#1 |
Owned by Luby's Restaurants Limited Partnership |
|
000 X. Xxxxx. 00 |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. XX-00 X. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 XX-00 Xxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxxxxxxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxxx Xxxx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxx. 00 |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 X. Xxxxxxxx Xx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxx. X |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
Sky Bridge Plaza, Building P |
N/A |
Ground Lease |
|
0000 Xxxxxxxxx Xxxx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 X. Xxxx Xxx. |
#3 |
Owned by Luby's Restaurants Limited Partnership |
|
000 X.X. Xxxxxxxx Xx. |
#11 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxx Xx. |
#12 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxx Xxxxx Xxx. |
#17 |
Owned by Luby's Restaurants Limited Partnership |
|
Las Palmas Shopping Center |
#18 |
Ground Lease |
|
0000 Xxxxx Xxxx Xx. |
#19 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxx Xx. |
#21 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxxxxx Xx. |
#23 |
Owned by Luby's Restaurants Limited Partnership |
|
00000 X. Xxxxxxx Xxxx. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxxxx 0 Xxxxx |
N/A |
Ground Lease |
|
3925 So. Gen. Xxxxx Dr. |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
00000 Xxxxxxx Xxxxxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xxxx Xxxx |
#2 |
Owned by Luby's Restaurants Limited Partnership |
|
0000 X. Xxxxxxxxx Xxxx 000 |
#3 |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xx. Xxx Xxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
0000 Xxxxx. 00 Xxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
|
000 Xxxx Xxxxx Xxxxxx |
N/A |
Owned by Luby's Restaurants Limited Partnership |
