Exhibit 4(t)
WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT |
THIS WAIVER AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth Amendment") dated as of November 25, 2002, is entered into among LUBY'S, 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"). |
RECITALS: |
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"). |
B. The Borrower has informed the Administrative Lender and the Lenders that it has failed to maintain the minimum quarterly EBITDA required bySection 5.9(a) of the Credit Agreement for the fiscal quarter ending August 28, 2002. |
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. |
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: |
ARTICLE 1 |
Definitions |
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. |
ARTICLE 2 | |||
Amendments | |||
Section 2.1. Amendment to Definitions in Article 1. Effective as of the date hereof, the following definitions contained inArticle 1 of the Credit Agreement are hereby amended and restated in their respective entireties to read as follows: | |||
"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%). | |||
"Commitment" means $114,690,887.07, as reduced from time to time pursuant toSection 2.6. | |||
"Maturity Date" means October 31, 2004. | |||
"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. | |||
"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. | |||
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, toArticle 1 of the Credit Agreement. | |||
"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 quartersless (d) Capital Expenditures projected for the next four fiscal quarters. | |||
"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. | |||
"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. | |||
"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. | |||
Section 2.3. Amendment to Section 2.5(b). Effective as of the date hereof, the last sentence ofSection 2.5(b) hereby is amended and restated to read in its entirety as follows: | |||
In addition, the Borrower shall make the following mandatory payments in reduction of the outstanding principal of the Revolving Credit Loans: | |||
(i) On or before January 31, 2003, in an amount not less than $80,000,000; and | |||
(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. | |||
Section 2.4. Amendment to Section 2.6(b). Effective as of the date hereof, the last sentence ofSection 2.6(b) hereby is amended and restated to read in its entirety as follows: | |||
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 toclause (i) ofSection 2.5(b) and (B) on the date of payment thereof, by an amount equal to each payment made by the Borrower pursuant toSection 2.5. | |||
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: | |||
(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. | |||
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: | |||
Section 5.4. Capital Expenditures. Capital Expenditures by the Borrower shall be made solely from cash flow or from proceeds of Pappas Loans, exclusive of any disposition or refinancing of real estate. Capital Expenditures, excluding Capital Expenditures made from Excess Cash pursuant toSection 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. | |||
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: | |||
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. | |||
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: | |||
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 Pappas Loans, provided that such Debt is subordinated in right of payment and claim to the Obligations, i n 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. | |||
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: | |||
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. | |||
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: | |||
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 al lowing 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. | |||
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: | |||
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. | |||
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: | |||
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. | |||
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 newSection 5.24, which shall read in its entirety as follows: | |||
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. | |||
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 ofclause (j) thereof, to replace the "." at the end ofclause (k) with an "; or" and to add the followingclause (l) thereto: | |||
(l) An event of default shall occur under the GE Agreement. | |||
Section 2.15. Addition of Schedules. Effective as of the date hereof,Schedules 8 and9 are hereby added to the Credit Agreement and shall read asSchedule 8 and9 attached hereto. | |||
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. | |||
ARTICLE 3 | |||
Miscellaneous | |||
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 toSection 3.2: | |||
(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; | |||
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default; | |||
(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; | |||
(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; | |||
(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 | |||
(f) all Schedules and Exhibits to the Credit Agreement are true, correct and complete as of the date of this Sixth Amendment. | |||
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: | |||
(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; | |||
(b) the administrative Lender shall have received counterparts of this Sixth Amendment executed by the Lenders in accordance withSection 10.12 of the Credit Agreement; | |||
(c) the Administrative Lender shall have received counterparts of this Sixth Amendment executed by the Borrower and acknowledged by each Guarantor; | |||
(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; | |||
(e) the representations and warranties set forth inSection 3.1 of this Sixth Amendment shall be true and correct; and | |||
(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. | |||
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 bySection 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 thisSection 3.3. Except as expressly provided by thisSection 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. | |||
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. | |||
Section 3.5. Reference to the Credit Agreement. | |||
(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. | |||
(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. | |||
(c) This Sixth Amendment shall constitute a Loan Paper. | |||
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). | |||
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. | |||
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. | |||
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. | |||
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. | |||
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. | |||
IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment as of the date first above written. | |||
LUBY'S, INC. | |||
By: | /s/Ernest Pekmezaris | ||
Name: | Ernest Pekmezaris | ||
Title: | Senior Vice President and CFO | ||
BANK OF AMERICA, N.A., as | |||
By: | /s/Suzanne M. Paul | ||
Suzanne M. Paul |
BANK OF AMERICA, N.A., as a Lender | |||
By: | /s/Roger E. Chitwood | ||
Roger E. Chitwood | |||
SUNTRUST BANK | |||
By: | /s/George Ways | ||
Name: | George Ways | ||
Title: | Managing Director | ||
JPMORGAN CHASE BANK (successor to | |||
By: | /s/Jeffrey C. Knott | ||
Name: | Jeffrey C. Knott | ||
Title: | Senior Vice President | ||
THE BANK OF TOKYO-MITSUBISHI, LTD. | |||
By: | /s/John W. McGhee | ||
Name: | John w. McGhee | ||
Title: | Vice President & Manager | ||
ACKNOWLEDGE AND AGREED: | |||
LUBY'S HOLDINGS, INC. | |||
By: | /s/Ernest Pekmezaris | ||
Name: | Ernest Pekmezaris | ||
Title: | Senior Vice President and CFO | ||
LUBCO, INC. | |||
By: | /s/Ernest Pekmezaris | ||
Name: | Ernest Pekmezaris | ||
Title: | Senior Vice President and CFO | ||
LUBY'S LIMITED PARTNER, INC. | |||
By: | /s/Ernest Pekmezaris | ||
Name: | Ernest Pekmezaris | ||
Title: | Senior Vice President and CFO | ||
LUBY'S MANAGEMENT, INC. | |||
By: | /s/Ernest Pekmezaris | ||
Name: | Ernest Pekmezaris | ||
Title: | Senior Vice President and CFO | ||
LUBY'S RESTAURANTS LIMITED PARTNERSHIP | |||
By: | LUBY'S MANAGEMENT, INC., its general partner | ||
By: | /s/Ernest Pekmezaris | ||
Name: | Ernest Pekmezaris | ||
Title: | Senior Vice President and CFO | ||
LUBY'S BEVCO, INC. | |||
By: | /s/Ernest Pekmezaris | ||
Name: | Ernest Pekmezaris | ||
Title: | Senior Vice President and CFO | ||
Schedule 8
GE Agreement Real Property
Location Address | Location Number | Ownership | ||
Arkansas | ||||
Northwest Arkansas Mall | N/A | Mall Property | ||
6201-H Rogers Avenue | N/A | Ground Lease | ||
3100 Park Plaza Mall | #1 | Mall Property | ||
12501 West Markham | #3 | Ground Lease | ||
McCain Mall | N/A | Mall Property | ||
Arizona | ||||
1000 N. 54th St. | N/A | Owned by Luby's Restaurants Limited Partnership | ||
5285 West Bell Road | N/A | Ground Lease | ||
1404 So. Longmore Rd. | #1 | Owned by Luby's Restaurants Limited Partnership | ||
1933 W. Dunlap Ave. | N/A | Owned by Luby's Restaurants Limited Partnership | ||
Paradise Valley Mall | #4 | Mall Property | ||
Bell Rd. & 7th Ave. | #5 | Owned by Luby's Restaurants Limited Partnership | ||
7140 E. Rosewood St. | #2 | Owned by Luby's Restaurants Limited Partnership | ||
Florida | ||||
Lake Shore Mall | N/A | Owned by Luby's Restaurants Limited Partnership | ||
Louisiana | ||||
2958 East Texas | N/A | Ground Lease | ||
Mississippi | ||||
Turtle Creek Mall, Suite 530 | N/A | Mall Property | ||
Bonita Lakes Mall | N/A | Mall Property | ||
Missouri | ||||
2116 Independence Center | N/A | Mall Property | ||
9311 Hillcrest Road | #1 | Ground Lease | ||
New Mexico | ||||
4710 Montgomery Blvd. NE | #1 | Owned by Luby's Restaurants Limited Partnership | ||
1030 Villa Linda Mall | N/A | Mall Property | ||
Oklahoma | ||||
3800 N. MacArthur Blvd. | #1 | Owned by Luby's Restaurants Limited Partnership | ||
1414 Shawnee Mall | N/A | Mall Property | ||
3140 S. Garnett Rd. | #2 | Owned by Luby's Restaurants Limited Partnership | ||
115 E. 15th St. South | #3 | Owned by Luby's Restaurants Limited Partnership | ||
Tennessee | ||||
Cool Springs Galleria, Suite 2580 | N/A | Mall Property | ||
6705 Winchester Road | #1 | Owned by Luby's Restaurants Limited Partnership | ||
5240 Summer Avenue | #2 | Ground Lease | ||
College Square Mall, Space 20 | N/A | Mall Property | ||
Harding Mall 4050 Nolensville Pike, Suite 310 | #1 | Mall Property | ||
1501 Gallatin Pike North | #2 | Ground Lease | ||
2510 Music Valley Dr. | N/A | Owned by Luby's Restaurants Limited Partnership | ||
Texas | ||||
4438 South Clack St. | #1 | Owned by Luby's Restaurants Limited Partnership | ||
2101 South Colter Drive | #1 | Owned by Luby's Restaurants Limited Partnership | ||
701 North Watson Rd. | #2 | Owned by Luby's Restaurants Limited Partnership | ||
Baron Creek Square | #7 | Mall Property | ||
2350-12 North Expressway #1094 | #2 | Mall Property | ||
115 S. Burleson Blvd. | N/A | Owned by Luby's Restaurants Limited Partnership | ||
2011 Keller Springs Rd. | N/A | Owned by Luby's Restaurants Limited Partnership | ||
1090 Padre Staples Mall | #2 | Mall Property | ||
10425 N. Central Expwy. | #1 | Owned by Luby's Restaurants Limited Partnership | ||
2114 Valley View Center | #2 | Mall Property | ||
8707 East R. L. Thornton Fwy. | #5 | Owned by Luby's Restaurants Limited Partnership | ||
2377 Stemmons Trail | #6 | Owned by Luby's Restaurants Limited Partnership | ||
12230 Forestgate Dr. | #7 | Owned by Luby's Restaurants Limited Partnership | ||
3802 Cedar Springs Road | #9 | Ground Lease | ||
6221 East Mockingbird Lane | #10 | Ground Lease | ||
5600 South Hampton | #13 | Ground Lease | ||
4155 So. R. L. Thornton Fwy. | N/A | Owned by Luby's Restaurants Limited Partnership | ||
1010 Chelsea Street | #2 | Ground Lease | ||
3601 North Mesa Street | #3 | Ground Lease | ||
7825 N. Mesa St. | #6 | Owned by Luby's Restaurants Limited Partnership | ||
500 North Hills Mall | #2 | Mall Property | ||
3801 N. E. Loop 820 | #7 | Owned by Luby's Restaurants Limited Partnership | ||
3315 N. Pres. Geo. Bush Fwy. | #2 | Owned by Luby's Restaurants Limited Partnership | ||
980 W. Pioneer Pkwy. | #1 | Owned by Luby's Restaurants Limited Partnership | ||
7600 Wesley St. | #1 | Owned by Luby's Restaurants Limited Partnership | ||
2506 So. 77 Sunshine Strip | #1 | Owned by Luby's Restaurants Limited Partnership | ||
5215 Buffalo Speedway | #1 | Owned by Luby's Restaurants Limited Partnership | ||
Post Oak Plaza Shopping Center | #3 | Ground Lease | ||
825 Town & Country Center | #6 | Ground Lease | ||
8440 Gulf Fwy. | #7 | Owned by Luby's Restaurants Limited Partnership | ||
1014 Baybrook Mall | #9 | Mall Property | ||
1518 Willowbrook Mall | #13 | Mall Property | ||
1414 Waugh Drive | #23 | Ground Lease | ||
Merchants Park Shopping Center | #30 | Ground Lease | ||
Northoaks Shopping Center | #31 | Ground Lease | ||
11743 Eastex Freeway | #32 | Ground Lease | ||
Sharpstown Mall | N/A | Mall Property | ||
Deerbrook Mall | N/A | Mall Property | ||
139 IH-35 North | N/A | Owned by Luby's Restaurants Limited Partnership | ||
2250 Walnut Hill Lane | #1 | Owned by Luby's Restaurants Limited Partnership | ||
2515 W. Airport Fwy. | N/A | Owned by Luby's Restaurants Limited Partnership | ||
10314 E. Freeway I-10 | N/A | Owned by Luby's Restaurants Limited Partnership | ||
1705 E. Central Texas Expwy. | N/A | Owned by Luby's Restaurants Limited Partnership | ||
Mall Del Norte | #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 | ||
3107 So. First St. | OK | Luby's Restaurants Limited Partnership | ||
U. S. Hwy. 59 | To be sold | Luby's Restaurants Limited Partnership | ||
La Plaza Mall | #3 | Mall Property | ||
920 N. Central Expwy. | OK | Luby's Restaurants Limited Partnership | ||
1104 Town East Mall | #3 | Mall Property | ||
24315 LBJ Fwy. | #2 | Luby's Restaurants Limited Partnership | ||
2510 W. Louisiana Ave. | N/A | Luby's Restaurants Limited Partnership | ||
3613 North St. | N/A | Luby's Restaurants Limited Partnership | ||
5111 E. 42nd St. | N/A | Luby's Restaurants Limited Partnership | ||
3565 NE Loop 286 | N/A | Luby's Restaurants Limited Partnership | ||
El Centro Shopping Center | N/A | Mall Property | ||
120 Central Mall | #2 | Mall Property | ||
Ingram Park Mall | #4 | Mall Property | ||
7400 San Pedro Avenue, | #6 | Mall Property | ||
McCreless Shopping City | #7 | Mall Property | ||
4541 Fredericksburg Rd. | #8 | Luby's Restaurants Limited Partnership | ||
9919 Colonial Square | #9 | Luby's Restaurants Limited Partnership | ||
4300 Thousand Oaks Dr. | #13 | Luby's Restaurants Limited Partnership | ||
6200 Bandera Rd. | #14 | Luby's Restaurants Limited Partnership | ||
Westlakes Mall | #15 | Mall Property | ||
135 South Park Mall | #16 | Mall Property | ||
2203 Southeast Loop 410 | #20 | Ground Lease | ||
Rolling Oaks Mall | #22 | Mall Property | ||
11811 W. Loop 1604 N. | #24 | Owned by Luby's Restaurants Limited Partnership | ||
200 IH-35 North | N/A | Owned by Luby's Restaurants Limited Partnership | ||
2777 North Hwy. 123 Bypass | N/A | Owned by Luby's Restaurants Limited Partnership | ||
3113 Hwy. 75 North | #1 | Owned by Luby's Restaurants Limited Partnership | ||
Bergfeld Shopping Center | #1 | Ground Lease | ||
99 Central Mall | N/A | Mall Property | ||
Victoria Mall, #101 | N/A | Mall Property | ||
1035 W. Hwy. 287 Bypass | N/A | Luby's Restaurants Limited Partnership |
Schedule 9
GE Agreement Real Property
Location Address | Location Number | Ownership |
Arizona | ||
12551 West Bell Rd. | N/A | Owned by Luby's Restaurants Limited Partnership |
Louisiana | ||
1505 E. Bert Kouns Ind. Loop | N/A | Owned by Luby's Restaurants Limited Partnership |
Oklahoma | ||
7004 S. I-35 Service Rd. | #2 | Owned by Luby's Restaurants Limited Partnership |
1331 E. 71st St. South | #1 | Owned by Luby's Restaurants Limited Partnership |
Texas | ||
2230 South Cooper St. | #2 | Owned by Luby's Restaurants Limited Partnership |
5471 South Cooper St. | #3 | Owned by Luby's Restaurants Limited Partnership |
1616 East Oltorf | #2 | Owned by Luby's Restaurants Limited Partnership |
1410 East Anderson Lane | #3 | Owned by Luby's Restaurants Limited Partnership |
8176 N. Mo-Pac Expressway | #4 | Owned by Luby's Restaurants Limited Partnership |
13817 U. S. Hwy. 183 North | #5 | Owned by Luby's Restaurants Limited Partnership |
5200 Brodie Lane | #6 | Owned by Luby's Restaurants Limited Partnership |
1201 W. Baker Rd. | N/A | Owned by Luby's Restaurants Limited Partnership |
2695 Interstate 10 East | N/A | Owned by Luby's Restaurants Limited Partnership |
1520 Airport Freeway | N/A | Owned by Luby's Restaurants Limited Partnership |
951 N. Loop 340 | N/A | Owned by Luby's Restaurants Limited Partnership |
2124 Boca Chica Blvd. | #1 | Owned by Luby's Restaurants Limited Partnership |
4401 South Texas Ave. | N/A | Owned by Luby's Restaurants Limited Partnership |
201 Longmire Rd. | N/A | Owned by Luby's Restaurants Limited Partnership |
South Alameda | #1 | Owned by Luby's Restaurants Limited Partnership |
1510 So. Padre Island Dr. | #3 | Owned by Luby's Restaurants Limited Partnership |
5730 Saratoga Blvd. | #4 | Owned by Luby's Restaurants Limited Partnership |
13455 Midway Rd. | #3 | Owned by Luby's Restaurants Limited Partnership |
1350 N. Hampton Rd. | #8 | Owned by Luby's Restaurants Limited Partnership |
4709 Center St. | N/A | Owned by Luby's Restaurants Limited Partnership |
2211 Avenue F | N/A | Owned by Luby's Restaurants Limited Partnership |
2440 So. Interstate 35 | N/A | Owned by Luby's Restaurants Limited Partnership |
801 N. Beckley Rd. | N/A | Owned by Luby's Restaurants Limited Partnership |
926 E. Hwy. 67 | N/A | Owned by Luby's Restaurants Limited Partnership |
2201 W. University Dr. | N/A | Owned by Luby's Restaurants Limited Partnership |
1188 Hawkins Blvd. | #4 | Owned by Luby's Restaurants Limited Partnership |
1516 N. Lee Trevino Dr. | #5 | Owned by Luby's Restaurants Limited Partnership |
1551 So. Cherry Lane | #3 | Owned by Luby's Restaurants Limited Partnership |
1200 Bridgewood Dr. | #4 | Owned by Luby's Restaurants Limited Partnership |
3312 S. E. Loop 820 | #5 | Owned by Luby's Restaurants Limited Partnership |
251 University Dr. | #6 | Owned by Luby's Restaurants Limited Partnership |
5801 So. Hulen St. | #8 | Owned by Luby's Restaurants Limited Partnership |
8th Ave. & West Cantey | #9 | Owned by Luby's Restaurants Limited Partnership |
6125 Central City Boulevard | N/A | Ground Lease |
3255 Broadway Blvd. | #1 | Owned by Luby's Restaurants Limited Partnership |
250 So. IH-35 | N/A | Owned by Luby's Restaurants Limited Partnership |
1200 W. Hwy. 114 | N/A | Owned by Luby's Restaurants Limited Partnership |
822 Dixieland Rd. | #2 | Owned by Luby's Restaurants Limited Partnership |
5215 Buffalo Speedway | #1 | Ground Lease |
6223 Bellaire Blvd. | #2 | Owned by Luby's Restaurants Limited Partnership |
2730 Fendren Rd. | #4 | Owned by Luby's Restaurants Limited Partnership |
11250 Northwest Fwy. | #5 | Owned by Luby's Restaurants Limited Partnership |
730 West FM-1960 | #8 | Owned by Luby's Restaurants Limited Partnership |
12405 East Fwy. | #10 | Owned by Luby's Restaurants Limited Partnership |
108 W. Greens Rd. | #11 | Owned by Luby's Restaurants Limited Partnership |
13451 Northwest Fwy. | #12 | Owned by Luby's Restaurants Limited Partnership |
6704 Hwy. 6 South | #14 | Owned by Luby's Restaurants Limited Partnership |
4518 Hwy. 6 North | #15 | Owned by Luby's Restaurants Limited Partnership |
100 Westminster Plaza | #17 | Ground Lease |
11595 Fuquay | #18 | Owned by Luby's Restaurants Limited Partnership |
9797 South Post Oak Road | #19 | Ground Lease |
1727 Old Spanish Trail | #20 | Owned by Luby's Restaurants Limited Partnership |
7933 Veterans Memorial Dr. | #21 | Owned by Luby's Restaurants Limited Partnership |
485 So. Mason Rd. | #22 | Owned by Luby's Restaurants Limited Partnership |
8801 N. Loop East | #24 | Owned by Luby's Restaurants Limited Partnership |
1600 Nasa Road One | #26 | Owned by Luby's Restaurants Limited Partnership |
5335 Gulf Fwy. | #27 | Owned by Luby's Restaurants Limited Partnership |
19668 Northwest Fwy. | #28 | Owned by Luby's Restaurants Limited Partnership |
2400 S. MacGregor Way | #29 | Owned by Luby's Restaurants Limited Partnership |
1845 Sidney Baker Dr. | N/A | Owned by Luby's Restaurants Limited Partnership |
24004 Highway 59 | N/A | Ground Lease |
125 West Way | N/A | Owned by Luby's Restaurants Limited Partnership |
710 W. Calton Rd. | #1 | Owned by Luby's Restaurants Limited Partnership |
2802 Tuttle | N/A | Ground Lease |
3107 So. First St. | N/A | Owned by Luby's Restaurants Limited Partnership |
Gateway Plaza Shopping City | #1 | Ground Lease |
4901 North 10th Street | #2 | Ground Lease |
3301 Gus Thomasson | #1 | Owned by Luby's Restaurants Limited Partnership |
701 E. Expwy. 83 | N/A | Owned by Luby's Restaurants Limited Partnership |
1042 E. IH-35 N. | N/A | Owned by Luby's Restaurants Limited Partnership |
4040 IH-10 West | N/A | Owned by Luby's Restaurants Limited Partnership |
1210 E. Southmore | N/A | Owned by Luby's Restaurants Limited Partnership |
5040 W. Park Blvd. | N/A | Owned by Luby's Restaurants Limited Partnership |
4840 Hwy. 73 | N/A | Owned by Luby's Restaurants Limited Partnership |
300 W. Campbell Rd. | N/A | Owned by Luby's Restaurants Limited Partnership |
5115 Ave. H | N/A | Owned by Luby's Restaurants Limited Partnership |
Sky Bridge Plaza, Building P | N/A | Ground Lease |
4240 Southwest Blvd. | N/A | Owned by Luby's Restaurants Limited Partnership |
911 N. Main Ave. | #3 | Owned by Luby's Restaurants Limited Partnership |
944 S.E. Military Dr. | #11 | Owned by Luby's Restaurants Limited Partnership |
5307 Walzem Rd. | #12 | Owned by Luby's Restaurants Limited Partnership |
13400 San Pedro Ave. | #17 | Owned by Luby's Restaurants Limited Partnership |
Las Palmas Shopping Center | #18 | Ground Lease |
9251 Floyd Curl Dr. | #19 | Owned by Luby's Restaurants Limited Partnership |
8511 Tesoro Dr. | #21 | Owned by Luby's Restaurants Limited Partnership |
18206 Blanco Rd. | #23 | Owned by Luby's Restaurants Limited Partnership |
10575 W. Airport Blvd. | N/A | Owned by Luby's Restaurants Limited Partnership |
3434 Highway 6 South | N/A | Ground Lease |
3925 So. Gen. Bruce Dr. | N/A | Owned by Luby's Restaurants Limited Partnership |
28750 Tomball Parkway | N/A | Owned by Luby's Restaurants Limited Partnership |
200 Rice Road | #2 | Owned by Luby's Restaurants Limited Partnership |
2929 W. Northwest Loop 323 | #3 | Owned by Luby's Restaurants Limited Partnership |
120 So. New Road | N/A | Owned by Luby's Restaurants Limited Partnership |
2001 Expwy. 83 West | N/A | Owned by Luby's Restaurants Limited Partnership |
922 Lake Front Circle | N/A | Owned by Luby's Restaurants Limited Partnership |