Exhibit 4.1
    

    
      FIRST AMENDMENT TO CREDIT AGREEMENT
    

    
      THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
      is made and entered into as of March 18, 2009 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 July 13,
      2007.  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 1. Amendments to Credit Agreement.
    

    
      (a)      The definition of “Applicable
      Rate” set forth in Section 1.01 of the Credit Agreement
      is hereby amended to read in its entirety as follows:
    

    
      “Applicable Rate” means, for any day with respect to any
      ABR Loan or Eurodollar Loan or with respect to the commitment fees
      payable hereunder, as the case may be, the applicable rate per annum set
      forth below under the caption “ABR Spread”, “Eurodollar Spread” or
      “Commitment Fee Rate”, as the case may be, based upon the Total Leverage
      Ratio as of the most recent determination date:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          Total

          
            Leverage Ratio
          

        	
          ABR Spread
        	
          Eurodollar Spread
        	
          Commitment Fee

          
            Rate
          

        
	
          
            Category 1:
          

          
            greater than 2.50
          

        	
          0.75
        	
          2.50
        	
          0.45
        
	
          
            Category 2:
          

          
            greater than 1.25
          

          
            but less than or
          

          
            equal to 2.50
          

        	
          0.50
        	
          2.25
        	
          0.40
        
	
          
            Category 3:
          

          
            greater than 0.50
          

          
            but less than or
          

          
            equal to 1.25
          

        	
          0.25
        	
          2.00
        	
          0.35
        
	
          
            Category 4: less
          

          
            than or equal to
          

          
            0.50
          

          
             
          

        	
          0.00
        	
          1.75
        	
          0.30
        


    

    
      For purposes of the foregoing, (i) the Total Leverage Ratio shall be
      determined as of the end of each fiscal quarter of the Borrower’s fiscal
      year based upon the Borrower’s consolidated financial statements
      delivered pursuant to Sections 5.01(a) or (b) and (ii)
      each change in the Applicable Rate resulting from a change in the Total
      Leverage Ratio shall be effective during the period commencing on and
      including the date of delivery to the Administrative Agent of such
      consolidated financial statements indicating such change and ending on
      the date immediately preceding the effective date of the next such
      change; but the Total Leverage Ratio shall be deemed to be in Category 1
      at the request of the Required Lenders if the Borrower fails to timely
      deliver the consolidated financial statements required to be delivered
      by it pursuant to Sections 5.01(a) or (b), during the
      period from the deadline for delivery thereof until such consolidated
      financial statements are received.
    

    
      (b)      The definition of “Commitment”
      set forth in Section 1.01 of the Credit Agreement is hereby
      amended to read in its entirety as follows:
    

    
      “Commitment” means, with respect to each Lender, the
      commitment, if any, of such Lender to make Loans and to acquire
      participations in Letters of Credit hereunder, expressed as an amount
      representing the maximum aggregate amount of such Lender’s Revolving
      Exposure hereunder, as such commitment may be (a) reduced or increased
      from time to time pursuant to Section 2.07 and (b) reduced or
      increased from time to time pursuant to assignments by or to such Lender
      pursuant to Section 9.04.  The amount of each Lender’s Commitment
      as of March 18, 2009 is set forth on Schedule 2.01.  The
      aggregate amount of the Lenders’ Commitments as of March 18, 2009 is
      $30,000,000.
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
      (c)      The definition of “Interest
      Coverage Ratio” set forth in Section 1.01 of the Credit
      Agreement is hereby amended to read in its entirety as follows:
    

    
      “Interest Coverage Ratio” means, as of the last day of any
      fiscal quarter of the Borrower, the ratio of (a) EBITDA for the four
      fiscal quarters ending on such date to (b) the sum of (i) Interest
      Expense for such four fiscal quarter period plus (ii) Phantom
      Amortization for the applicable quarter, determined in each case on a
      consolidated basis for Borrower and its Subsidiaries.
    

    
      (d)      A new definition of “Maximum
      Capex Amount” is hereby added to Section 1.01 of the
      Credit Agreement, such new definition to read in its entirety as follows:
    

    
      “Maximum Capex Amount” means, for each fiscal year, the
      greater of (i) $20,000,000, or (ii) an amount equal to one hundred
      percent (100%) of the Borrower's EBITDA for the immediately preceding
      fiscal year; plus any unused availability for Capital
      Expenditures from the immediately preceding fiscal year (but not from
      any earlier year).
    

    
      (e)      The definition of "Permitted
      Investments" set forth in Section 1.01 of the Credit
      Agreement is hereby amended by (i) deleting clause (f) in its
      entirety and replacing it as set forth below, and (ii) by adding a new clause
      (g) as follows:
    

    
      (f)       the auction rate securities (debt instruments, tax-exempt,
      with a long-term maturity for which the interest rate is reset through a
      "dutch auction" process with interest on such instrument being paid at
      the end of each such auction period) set forth in Schedule 6.04;
      and  
    

    
      (g)       expenditures made in compliance with Section
      6.13 hereof.  
    

    
      (f)      A new definition of “Phantom
      Amortization” is hereby added to Section 1.01 of the
      Credit Agreement, such new definition to read in its entirety as follows:
    

    
      “Phantom Amortization” means, for any fiscal quarter, an
      amount equal to the outstanding principal balance of the Loans as of the
      close of business on the last day of such fiscal quarter divided by
      five (5).
    

    
      (g)      Section 2.11(a) of the
      Credit Agreement is hereby amended to read in its entirety as follows:
    

    
      (a)       The Loans comprising each ABR Borrowing shall bear interest at
      the lesser of (i) the greater of (x) three and one half percent (3-1/2%)
      or (y) the sum of the Alternate Base Rate plus the Applicable
      Rate or (ii) the Ceiling Rate.
    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
      (h)      Section 2.11(b) of the
      Credit Agreement is hereby amended to read in its entirety as follows:
    

    
      (b)       The Loans comprising each Eurodollar Borrowing shall bear
      interest at the lesser of (i) the greater of (x) three and one half
      percent (3-1/2%) or (y) the sum of the Adjusted LIBO Rate for the
      Interest Period in effect for such Borrowing plus the Applicable
      Rate or (ii) the Ceiling Rate.
    

    
      (i)      Section 5.12 of the Credit
      Agreement is hereby amended to read in its entirety as follows:
    

    
      SECTION 5.12  Financial Covenants.  The Borrower will
      have and maintain:
    

    
                (a)       Total
      Leverage Ratio – a Total Leverage Ratio of not greater than 2.75 to
      1.00 at all times.
    

    
                (b)       Interest
      Coverage Ratio – an Interest Coverage Ratio of not less than  2.00
      to 1.00 as of the end of each fiscal quarter.
    

    
      (j)      Section 6.13 of the Credit
      Agreement is hereby amended to read in its entirety as follows:
    

    
      SECTION 6.13  Capital Expenditures.  The Borrower will
      not, and will not permit any other Loan Party to, make a Capital
      Expenditure if, after giving effect to such Capital Expenditure, (x) any
      Event of Default is then existing or would arise as a result of the
      applicable Capital Expenditure or (y) such Capital Expenditure, when
      added with all other Capital Expenditures in such fiscal year, would
      exceed the applicable Maximum Capex Amount.  Acquisitions permitted
      under the terms and provisions of Section 6.14 hereof shall not
      be treated as Capital Expenditures for purposes of this Section.
    

    
      (k)      Schedule 2.01 of the
      Credit Agreement is hereby amended to be identical to Schedule 2.01
      attached hereto.
    

    
      (l)       A new Schedule 6.04 is
      hereby added to the Credit Agreement, such new Schedule to be identical
      to Schedule 6.04 attached hereto.
    

    
      (m)      Exhibit B of the Credit
      Agreement is hereby amended to be identical to Exhibit B attached
      hereto.
    

    
      SECTION 2. Amendment Fee. As a condition precedent to the
      effectiveness of this Amendment, the Borrower shall pay to each Lender
      an amendment fee in the amount of $7,500.
    

    
      SECTION 3. 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.
    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    
      SECTION 4. 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 5. 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 6. 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 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.
    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    
      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.
    

    
      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
        


    

    

    

    

    

    

    

    
      [signature page to First Amendment to Credit Agreement]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                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
      Agreement, and to acknowledge that without such consent and
      confirmation, Lenders would not execute this Agreement.
    

    
    	
           
        	
          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., 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 partnership
        
	

        	

        	
           
        	

        	
           
        	
           
        	

        
	

        	
          By:
        	

        	
          Luby’s Management, Inc.,
        
	

        	

        	

        	
          a Delaware corporation,
        
	

        	

        	

        	
          its general partner
        
	

        	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          
             
          

        	

        	
          
            By:
          

        	

        	
           
        	
          /s/Christopher J. Pappas
        
	

        	

        	

        	

        	

        	

        	
          Christopher J. Pappas,
        
	

        	

        	

        	

        	

        	

        	
          President and Chief Executive
        
	

        	

        	

        	

        	

        	

        	
          Officer
        


    

    

    

    

    

    

    

    

    

    

    

    
      [signature page to First Amendment to Credit Agreement]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          
            WELLS FARGO BANK, NATIONAL
          

          
            ASSOCIATION, individually and as
          

          
            Administrative Agent
          

        
	

        	

        	
           
        	

        
	

        	

        	

        	
           
        
	

        	
          By:
        	
           
        	
          /s/Ben R. McCaslin
        
	

        	
          Name:
        	
           
        	
          Ben R. McCaslin
        
	

        	
          Title:
        	
           
        	
          Vice President
        


    

    

    

    

    

    

    

    

    

    
      [signature page to First Amendment to Credit Agreement]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          AMEGY BANK, NATIONAL ASSOCIATION
        
	

        	

        	
           
        	

        
	

        	

        	

        	
           
        
	

        	
          By:
        	
           
        	
          /s/William B. Pyle
        
	

        	
          Name:
        	
           
        	
          William B. Pyle
        
	

        	
          Title:
        	
           
        	
          Senior Vice President
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SCHEDULE 2.01
    

    

    

    
    	

        	
          Revolving
        
	
          Lender
        	
          Commitments
        
	

        	
           
        
	
          Wells Fargo Bank, National Association
        	
          $15,000,000
        
	
          Amegy Bank, National Association
        	
          $15,000,000
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      COMPLIANCE CERTIFICATE
    

    
      The undersigned hereby certifies that he or she is the
      __________________ of LUBY'S, INC., a Delaware corporation (the “Borrower”),
      and that as such he or she is authorized to execute this certificate on
      behalf of the Borrower pursuant to the Credit Agreement (the “Agreement”)
      dated as of July 13, 2007, by and among Borrower, WELLS FARGO BANK,
      NATIONAL ASSOCIATION, as Administrative Agent, and the lenders therein
      named; and that a review has been made under his or her supervision with
      a view to determining whether the Loan Parties have fulfilled all of
      their respective obligations under the Agreement, the Notes and the
      other Loan Documents; and further certifies, represents and warrants
      that to his or her knowledge (each capitalized term used herein having
      the same meaning given to it in the Agreement unless otherwise
      specified):
    

    
      (a)      The financial statements delivered to the Administrative Agent
      concurrently with this Compliance Certificate have been prepared in
      accordance with GAAP consistently followed throughout the period
      indicated and fairly present the financial condition and results of
      operations of the applicable Persons as at the end of, and for, the
      period indicated (subject, in the case of quarterly financial
      statements, to normal changes resulting from year-end adjustments and
      the absence of certain footnotes).
    

    
      (b)      As of the date hereof, [no Default or Event of Default] [a
      Default] has occurred and is continuing.  [If a Default has
      occurred, specify the details thereof and any action taken or proposed
      to be taken with respect thereto.]
    

    
      (c)      The compliance with the provisions of Sections
      5.12 and 6.13 as the effective date of the financial
      statements delivered to the Administrative Agent concurrently with this
      Compliance Certificate is as follows:
    

    
    	
           
        	
          (i)
        	
          
            Section 5.12(a) – Total Leverage Ratio
          

        
	

        	

        	

        	
           
        
	

        	

        	
          
            Actual
          

        	
          
            Required
          

        
	

        	

        	

        	
           
        
	

        	

        	
          _____ to 1.00
        	
          2.75 to 1.00
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          (ii)
        	
          
            Section 5.12(b) – Interest Coverage Ratio
          

        
	

        	

        	

        	
           
        
	

        	

        	
          
            Actual
          

        	
          
            Required
          

        
	

        	

        	

        	
           
        
	

        	

        	
          _____ to 1.00
        	
          2.00 to 1.00
        


    

    
      EXHIBIT B
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          (iii)
        	
          
            Section 6.13 – Capital Expenditures
          

        
	

        	

        	

        	
           
        	

        
	

        	

        	
          
            Year to Date Actual
          

        	

        	
          
            Year to Date Permitted
          

        
	

        	

        	

        	

        	
           
        
	

        	

        	
          $_______________
        	

        	
          $_______________
        


    

    

    

    

    

    
      (d)        There has been no change in GAAP or in the application
      thereof since the Effective Date which would reasonably be expected to
      affect the calculation of the financial covenants set forth in the
      Agreement or, if any such change has occurred, the effects of such
      change on the financial statements of the respective Loan Parties are
      specified on an attachment hereto.
    

    
      (e)      Since the date of the Agreement, no event has occurred which
      would be reasonably likely to have a Material Adverse Effect.
    

    
      DATED as of _____________, 20___.
    

    
    	
           
        	
           
        
	
          [SIGNATURE OF AUTHORIZED OFFICER]
        	

        


    

    

    

    
      EXHIBIT B
    

    
      13