Fourth Amendment to Credit Agreement



  
 Exhibit 4(g)

 FOURTH AMENDMENT TO CREDIT AGREEMENT 

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of October 31, 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 instruments dated as of January 31,
2010, July 26, 2010 and September 30, 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 6. Amendment to Credit Agreement. 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 October 31, 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. 
 SECTION 7. 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 8. 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. 
 SECTION 9. 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 10. 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 

  
 1 








 
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] 

  
 2 








  
 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



  
 3 









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

	Name:	 	 Ben McCaslin

	Title:	 	 Vice President




  
 4 









			
	AMEGY BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Melinda N. Jackson

	Name:	 	 Melinda N. Jackson

	Title:	 	 Senior Vice President




  
 5