**Exhibit 4.1**

**FIRST AMENDMENT TO CREDIT AGREEMENT**

THISFIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of January 31, 2010 by and among LUBY’S, INC., a Delaware corporation (the “Company”); each of the Lenders which is or mayfrom 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 forthe 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 CreditAgreement dated as of November 9, 2009. 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 themeaning ascribed to it in the Credit Agreement. 

B. The Company, the Lenders and the Administrative Agent desire to amend theCredit 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 references to “ninety (90)” in Sections 5.14 and 5.16 of the Credit Agreement are hereby amended to read “one hundred twenty (120)”. 

(b) Section 6.05 of the Credit Agreement is hereby amended to read in its entirety as follows: 

SECTION 6.05 Asset Sales. The Borrower will not, and will not permit any other Loan Party to, sell, transfer, lease orotherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: 

(a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business; 

(b) sales, transfers and dispositions by the Borrower to any of its wholly-owned Subsidiaries or by any wholly-ownedSubsidiary of the Borrower to the Borrower or any other wholly-owned Subsidiary of the Borrower; 

(c) sales,transfers, leases and dispositions by the Borrower or any of its Subsidiaries of the assets listed on Schedule 6.05 attached hereto; 

(d) other sales, transfers, leases and dispositions by the Borrower or any of its Subsidiaries (other than a lease of any Mortgaged Property or a conveyance of less than all of the Equity Interests in andto any Subsidiary owned by the Borrower or any of its Subsidiaries) which do not exceed, in any fiscal year, eight percent (8%) of the net book value of the assets of the Borrower (on a consolidated basis) as of the last day of the immediatelypreceding fiscal year; 

provided that all sales, transfers, leases and other dispositions permitted hereby (other thanthose permitted by clause (b) above) shall be made to unaffiliated third parties for fair value and, except for sellers’ notes not exceeding twenty percent (20%) of the sales price and which constitute investments permittedunder Section 6.04 hereof, solely for cash consideration. 

SECTION 2. Ratification. Except as expressly amended by thisAmendment, 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 Companyhereby reaffirms all covenants, representations and warranties in the Credit Agreement. 

SECTION 3.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 4. 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 5. Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit of theCompany, 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 inaccordance 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 constitutean 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 thesubject 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 ORSUBSTANTIALLY 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. THEREARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.**

IN WITNESS WHEREOF, the Company, the Lenders and the AdministrativeAgent 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 corporationBy: 
/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 andshall 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.,**

aDelaware corporation,

**LUBY’S MANAGEMENT, INC.,**

a Delaware corporation,

**LUBY’S BEVCO, INC.,** and

a Texas corporation

 
By: 
/s/ Christopher J. Pappas
 Christopher J. Pappas, President and Chief Executive Officer
 
**LUBY’S RESTAURANTS LIMITED****PARTNERSHIP**, a Texas limited partnershipBy: Luby’s Management, Inc., a Delaware corporation, its general partner By: 
/s/ Christopher J. Pappas
  Christopher J. Pappas,  President and Chief Executive Officer
**WELLS FARGO BANK, NATIONAL**