0000016099-04-000029 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • June 14th, 2004 • Lubys Inc • Retail-eating places • Texas
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EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 2004 • Lubys Inc • Retail-eating places • Texas

This Employment Agreement ("Agreement"), between Luby's, Inc., a Delaware corporation ("Luby's" or the "Company"), and Harris J. Pappas, a resident of Houston, Texas, ("Executive") is executed this 7th day of June, 2004 to be effective as of the 1st day of April 2004 ("Effective Date"). For purposes of this Agreement, "Luby's" or the "Company" shall include the subsidiaries of Luby's. Luby's and Executive are sometimes referred to herein individually as a "Party," and collectively as the "Parties." The Parties hereby agree as follows:

INTERCREDITOR AGREEMENT
Intercreditor Agreement • June 14th, 2004 • Lubys Inc • Retail-eating places • Texas

THIS INTERCREDITOR AGREEMENT ("Agreement") is dated effective as of June 7, 2004. The parties to it are GUGGENHEIM CORPORATE FUNDING, LLC, in its capacity as Administrative Agent ("Second Lien Agent") for the financial institutions now or hereafter party to the Second Lien Credit Agreement (hereinafter defined), LUBY'S, INC., a Delaware corporation (the "Borrower"), and JPMORGAN CHASE BANK, in its capacity as Administrative Agent ("First Lien Agent") for the financial institutions now or hereafter party to the First Lien Credit Agreement (hereinafter defined).

AGREEMENT
Note Purchase Agreement • June 14th, 2004 • Lubys Inc • Retail-eating places • Texas

This AGREEMENT (this "Agreement"), dated as of June 7, 2004, by and among Luby's, Inc., a Delaware corporation (together with its subsidiaries, the "Company"), and Harris J. Pappas and Christopher J. Pappas, individuals residing in Houston, Texas (together, the "Noteholders").

FIRST AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • June 14th, 2004 • Lubys Inc • Retail-eating places • Texas

This FIRST AMENDMENT TO PURCHASE AGREEMENT (this "Amendment"), dated as of June 7, 2004, by and among Luby's, Inc., a Delaware corporation (together with its subsidiaries, the "Company"), and Harris J. Pappas and Christopher J. Pappas, individuals residing in Houston, Texas (together, the "Noteholders").

SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • June 14th, 2004 • Lubys Inc • Retail-eating places • Texas

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (as hereafter amended, restated or otherwise modified from time to time, the "Agreement") is entered into as of June 7, 2004 (the "Effective Date"), by and among HARRIS J. PAPPAS and CHRISTOPHER J. PAPPAS (each a "Junior Creditor" and collectively "Junior Creditors"), JPMORGAN CHASE BANK, acting in its capacity as administrative agent for the Senior Creditors (defined below) (in such capacity, together with its successors and assigns in such capacity, hereinafter called (the "Agent") and LUBY'S INC., a Delaware corporation (together with its successors and assigns, the "Credit Party"). Terms defined in Section 1, where used in the Recitals below and elsewhere in this Agreement, shall have the same meanings, where so used, as are prescribed therein.

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