UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d) OF

ofTHE ~~the~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of Report (Date of earliest event reported):

~~October~~November 142, 2015

LRI Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-173579	20-5894571
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer IdentificationNo.)

3011 Armory Drive, Suite 300

Nashville, Tennessee 37204

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (Zip Code)

Registrant’'s telephone number, including area code:

(615) 885-9056

Not Applicable

(Former name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ 1~~.01. Entry into a Material Definitive Agreement.~~

~~Bond~~ITEM ~~Exchange~~2.02 RESULTS ~~Transaction~~OF ~~and~~OPERATIONS ~~Senior~~AND ~~Secured~~FINANCIAL ~~Notes Indenture~~ CONDITION

On The ~~October 14,~~following ~~2015,~~information ~~LRI~~is ~~Holdings,~~intended ~~Inc.~~to ~~(the~~be ~~“Company”)~~furnished ~~and~~under ~~its~~Item ~~wholly-owned subsidiary, Logan’s Roadhouse, Inc~~2.02 ~~(“Logan’s~~of ~~Roadhouse”), entered into (i)~~Form ~~an Exchange Agreement (the “Kelso Exchange Agreement”) among the Company~~8-K, ~~Logan’s~~"Results ~~Roadhouse, Logan’s Roadhouse~~ of ~~Kansas,~~ ~~Inc.~~Operations ~~(“Logan’s~~and ~~KS”),~~Financial ~~Logan’s Roadhouse of Texas, Inc~~Condition." ~~(“Logan’s~~This ~~TX”~~information ~~and,~~shall ~~together~~not ~~with~~be ~~Logan’s~~deemed ~~KS,~~"filed" ~~the~~for ~~“Subsidiary~~purposes ~~Guarantors”),~~of ~~Macsen~~Section 18 ~~Holdings~~of ~~Limited (“Macsen”) and KEP VI, LLC (“KEP VI” and, together with Macsen,~~ the ~~“Kelso~~Securities ~~Entities”),~~Exchange ~~pursuant~~Act toof ~~which the Kelso Entities~~1934, as ~~holders~~amended ~~of Logan’s Roadhouse’s 10.75% Senior Secured Notes due 2017~~ (the ~~“Senior~~"Exchange ~~Notes”~~Act"), ~~agreed~~or toincorporated ~~exchange~~by ~~approximately~~reference ~~$106.8 million~~ in ~~aggregate~~any ~~principal~~filing ~~amount~~under ~~of Senior Notes beneficially owned by~~ the ~~Kelso~~Securities ~~Entities,~~Act ~~plus~~of ~~accrued and unpaid interest~~1933, ~~for~~as ~~new notes to be issued by Logan’s Roadhouse and guaranteed by the Company and the Subsidiary Guarantors (the “Kelso Bond Exchange”)~~amended, ~~and~~or ~~(ii) an Exchange Agreement (~~the ~~“GSO~~ Exchange ~~Agreement”) among the Company~~Act, ~~Logan’s~~ ~~Roadhouse,~~whether ~~the~~made ~~Subsidiary~~before ~~Guarantors,~~or FSafter ~~Investment Corporation, Race Street Funding LLC, Cobbs Creek LLC, Burholme Funding LLC and Dunlap Funding LLC (collectively,~~ the ~~“GSO~~date ~~Entities”),~~of ~~pursuant~~this ~~to which the GSO Entities~~report, asregardless ~~holders~~ of ~~Senior~~any ~~Notes,~~general ~~agreed~~incorporation tolanguage ~~exchange approximately $104.3 million~~ in ~~aggregate principal amount of Senior Notes beneficially owned by~~ the GSO Entities, plus accrued and unpaid interest, for new notes to be issued by Logan’s Roadhouse and guaranteed by the Company and the Subsidiary Guarantors (the “GSO Bond Exchange” and, together with the Kelso Bond Exchange, the “Bond Exchange Transaction”)filing.

OnIn ~~October 15,~~a ~~2015,~~press inrelease ~~connection with the Bond Exchange Transaction, the Company entered into (i) the senior secured notes indenture (the “Base Indenture”),~~ dated ~~as of October~~November 152, 2015, ~~among~~LRI ~~the Company~~Holdings, ~~Logan’s~~Inc. ~~Roadhouse, the Subsidiary Guarantors, Wells Fargo Bank, National Association, as trustee~~ (the ~~“Trustee”~~ "Company"), ~~and~~announced ~~Wells~~financial ~~Fargo~~results ~~Bank, National Association, as collateral agent (the “Collateral Agent”), providing~~ for, ~~among other things,~~ the ~~issuance of notes in series by Logan’s Roadhouse, (ii) a supplemental indenture (the “Series 2015-1 Supplemental Indenture”), dated as of October 15, 2015, among the~~ Company~~, Logan’~~'s ~~Roadhouse,~~fourth ~~the~~quarter ~~Subsidiary Guarantors, the Trustee~~ and ~~the~~fiscal ~~Collateral~~year ~~Agent, providing for the issuance of approximately $106.1 million aggregate issue price of Logan’s Roadhouse’s Series~~ 2015~~-1 Senior Secured Zero Coupon Notes due 2017 (the “Series 2015-1 Notes”)~~, which ~~notes~~ended ~~were~~on ~~issued and delivered to the Kelso Entities pursuant to the Kelso Bond Exchange, and (iii)~~August ~~a supplemental indenture (the “Series 2015-~~2 ~~Supplemental Indenture” and~~, ~~together with the Series~~ 2015-1 Supplemental Indenture and the Base Indenture, the “Indenture”), dated as of October 15, 2015, among the Company, Logan’s Roadhouse, the Subsidiary Guarantors, the Trustee and the Collateral Agent, providing for the issuance of approximately $109.7 The ~~million~~full ~~aggregate~~text ~~issue price~~ of ~~Logan’s Roadhouse’s Series 2015-2 Senior Secured Notes due 2017 (~~the ~~“Series~~press ~~2015-2~~release ~~Notes”),~~is ~~which~~furnished ~~notes~~herewith ~~were~~as ~~issued and delivered to the GSO Entities pursuant to the GSO Bond Exchange. In addition, after the October 15, 2015 closing date, the Company expects to issue to the Kelso Entities approximately $6.4~~Exhibit ~~million issue price of additional Series 2015-~~99.1 ~~Notes pursuant~~ to ~~the~~this ~~terms of the Kelso Exchange Agreement in exchange for the remaining approximately $6~~report.~~1 million in principal amount of Senior Notes beneficially owned by the Kelso Entities, plus accrued and unpaid interest.~~

~~Both~~The ~~Series~~press ofrelease ~~Notes~~contains ~~were issued with original issue discount (“OID”). OID on~~ the ~~Series~~following ~~2015~~non-1GAAP ~~Notes~~financial ~~will~~measures: ~~have~~EBITDA, anAdjusted ~~accretion rate of 10.75% per annum~~EBITDA, ~~compounded semi-annually on April 15~~ and ~~October 15~~Adjusted ~~(or, in the case of 2017, October 16), commencing on April 15, 2016~~EBITDAR. The Series 2015-1 Notes will mature on October 16, 2017. No cash interest will accrue on the Series 2015-1 Notes. The accreted value of each Series 2015-1 Note will increase from the date of issuance until October 16, 2017.

~~The Series 2015-2 Notes will have a cash interest rate of 4.00% per annum that will be payable semi-annually in arrears on April 15 and October 15 (or~~EBITDA, inAdjusted ~~the case of 2017~~EBITDA, ~~October 16),~~ ~~commencing on April 15, 2016. OID on the Series 2015-2 Notes will have an accretion rate of 10.50% per annum, compounded semi-annually on April 15~~ and ~~October 15~~Adjusted ~~(or, in the case of 2017, October 16), commencing on April 15, 2016. The Series 2015-2 Notes will mature on October 16, 2017. The Series 2015-2~~ EBITDAR

EBITDA represents net income (loss) before interest expense, net, income tax (benefit) expense and depreciation and amortization. Adjusted EBITDA is further adjusted to reflect the additions and eliminations described in the table contained in the press release. EBITDA and Adjusted EBITDA are supplemental measures of operating performance that do not represent and should not be considered as alternatives to net income or cash flow from operations as determined under GAAP, and our calculations thereof may not be comparable to those reported by other companies. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:


•	EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for, capital expenditures or contractual commitments;


•	EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;


•	EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our indebtedness;


•	Adjusted EBITDA does not reflect the impact of items identified as adjustments on our cash flow;


•	EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;


•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and


•	other companies in the restaurant industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. We further believe that our presentation of these non-GAAP financial measures provides information that is useful to analysts and investors because it is an important indicator of the strength of our operations and the performance of our core business.

As noted in the table contained in the press release, Adjusted EBITDA excludes restaurant impairment charges, pre-opening expenses (excluding rent), sponsor management fees, hedging gain/loss and losses on disposal of property and equipment and property sales, share-based compensation, and non-cash rent, among other items. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate partly because the amounts recognized can vary significantly from period to period and complicate comparisons of our internal operating results and operating results of other restaurant companies over time. In addition, Adjusted EBITDA includes adjustments for other items that we do not expect to regularly record, including goodwill and tradename impairments, restructuring costs, transaction costs, certain litigation and settlement fees and expenses recorded pursuant to accounting for business combinations. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table contained in the press release help to provide management with a measure of our core operating performance over time by removing items that are not related to day-to-day restaurant level operations.

Management uses Adjusted EBITDA:


•	as a measure of operating performance to assist us in comparing the operating performance of our restaurants on a consistent basis because it removes the impact of items not directly resulting from our core operations;


•	for planning purposes, including the preparation of our internal annual operating budgets and financial projections;


•	to evaluate the performance and effectiveness of our operational strategies; and

~~Supplemental~~• ~~Indenture provides that Logan’s Roadhouse may elect~~ to ~~make~~calculate ~~optional~~incentive ~~cash~~compensation ~~interest~~ payments atfor aour ~~rate~~employees, ofincluding ~~14.50% per~~assessing ~~annum~~performance ~~in lieu of both the 4.00% per annum cash interest rate and the 10.5% per annum accretion rate otherwise required~~ under ~~the~~our ~~Series~~annual ~~2015-2~~incentive ~~Notes.~~compensation ~~Subject to the foregoing, the accreted value of each Series 2015-2 Note will increase from the date of issuance until October 16, 2017~~plan.

~~With~~Adjusted ~~the~~EBITDAR ~~exception~~further ofexcludes ~~the~~cash ~~maturity~~rent ~~date,~~expense ~~interest~~from ~~rate,~~Adjusted ~~accretion~~EBITDA. ~~rate,~~Cash rent expense represents actual cash ~~toggle~~payments ~~and~~required ~~payment~~under ~~terms~~our ~~described~~leases. We ~~above~~believe ~~for~~Adjusted ~~the~~EBITDAR ~~Series~~is ~~2015-1 Notes~~important ~~and~~to ~~the~~our ~~Series~~analysts ~~2015-2~~and ~~Notes,~~investors ~~the~~because ~~Base~~it ~~Indenture~~allows ~~and~~us to measure the ~~terms~~performance of ~~the~~our ~~Series~~restaurants ~~2015-1~~without ~~Notes~~regard ~~and~~to ~~the~~their ~~Series~~financing ~~2015-2~~structure. ~~are~~Our ~~substantially~~management ~~the~~uses ~~same~~Adjusted asEBITDAR ~~the~~to ~~indenture~~better ~~governing~~understand the ~~Senior~~cash ~~Notes~~generated ~~and~~by the ~~terms~~operations of our restaurants excluding the ~~Senior~~impact ~~Notes.~~of financing obligations such as lease and interest payments.

In ~~connection~~addition, ~~with~~EBITDA, ~~the~~Adjusted ~~Bond~~EBITDA ~~Exchange~~and ~~Transaction,~~Adjusted onEBITDAR ~~October 15,~~are ~~2015,~~used ~~Logan’s~~by ~~Roadhouse~~investors ~~executed~~as asupplemental ~~Supplemental~~measures ~~Agreement~~to (evaluate the ~~“Exchange~~ ~~Side~~overall ~~Letter”),~~operating ~~among~~performance ~~GSO/Blackstone~~of ~~Debt~~companies ~~Funds~~in the restaurant industry. Management ~~LLC,~~believes ~~solely~~that ininvestors’ ~~its~~understanding ~~capacity~~of asour ~~sub~~performance is enhanced by including these non-~~adviser~~GAAP financial measures as reasonable bases for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations from one period to the ~~GSO~~next ~~Entities~~and ~~(together~~would ~~with~~ordinarily ~~its~~add ~~affiliates~~back ~~referred~~items that are not part of normal day-to-day ~~herein~~operations asof ~~“GSO”),~~our ~~and~~business. ~~Logan’s Roadhouse,~~By providing ~~for~~these non-GAAP financial measures, ~~among~~together ~~other~~with ~~things~~reconciliations, ~~certain~~we ~~limitations~~believe onwe ~~activity~~are ofenhancing ~~Logan~~investors’s ~~Roadhouse,~~understanding ~~including~~of ~~making~~our ~~dividends~~business and ~~engaging~~our results of operations, as well as assisting investors in ~~certain~~evaluating ~~refinancings.~~how well we are executing strategic initiatives.

InWe ~~connection~~also ~~with~~present ~~the~~Adjusted ~~Bond~~EBITDA ~~Exchange~~because ~~Transaction,~~it onis ~~October~~substantially ~~15,~~similar ~~2015,~~to ~~Roadhouse~~“Consolidated ~~Holding Inc.~~EBITDA, ~~which indirectly owns 100% of the Company’s common stock (“Holdings~~”), ~~executed~~ a ~~side~~defined ~~letter~~measure ~~agreement~~which ~~(the~~is ~~“Board~~used ~~Appointment~~in ~~Side~~calculating ~~Letter”),~~financial ~~among~~ratios ~~KEP~~in VImaterial debt covenants and ~~Kelso~~other ~~Investment~~calculations ~~Associates~~in ~~VIII,~~the ~~L.P.~~Indenture ~~(“Kelso~~governing ~~VIII”),~~our ~~the~~outstanding ~~GSO~~notes ~~Entities~~ and ~~Holdings.~~our ~~Pursuant~~Credit toAgreement. ~~the~~We ~~Board~~believe ~~Appointment~~that ~~Side~~presenting ~~Letter,~~Adjusted ~~Kelso~~EBITDA ~~VIII~~is ~~has~~appropriate ~~agreed~~ to ~~appoint~~provide anadditional ~~individual~~information ~~designated~~to byinvestors ~~GSO~~about tohow the ~~board~~covenants ofin ~~directors of Holdings (~~the ~~“Holdings~~agreements ~~Board”),~~governing ~~and~~our asdebt ~~such~~facilities ~~has appointed William P~~operate. ~~Sirignano~~ ~~(an~~The ~~employee~~Credit ofAgreement ~~GSO~~and ~~or its affiliates) to~~ the ~~Holdings~~Indenture ~~Board~~may ~~effective~~permit onus ~~October 15, 2015. GSO’s right~~ to ~~retain~~exclude aother ~~board~~non-cash ~~seat~~charges isand ~~contingent~~specified ~~upon~~non-recurring ~~the~~expenses ~~GSO~~in ~~Entities~~calculating orConsolidated ~~any~~EBITDA ~~other~~in ~~accounts~~future ~~managed~~periods, ~~advised~~which orare ~~sub-advised~~not byreflected ~~GSO~~in ~~or any~~the ofAdjusted ~~its~~EBITDA ~~affiliates~~data, ~~holding Series~~and ~~2015-2~~do ~~Notes~~not ~~representing~~permit atus ~~least~~to ~~$20~~exclude ~~million~~legal ofand ~~principal~~settlement ~~amount~~fees ~~(or~~related ~~notes~~to ora ~~other~~contract ~~securities~~termination ofand ~~the~~Fair ~~Company~~Labor ~~for~~Standards ~~which~~Act ~~such~~legal ~~$20~~fees ~~million~~as ofdescribed ~~principal~~in ~~amount~~the ofattached ~~Series~~press ~~2015-2 Notes are exchanged or otherwise replaced with)~~release.

~~The~~ITEM ~~Kelso Exchange Agreement and the GSO Exchange Agreement are filed as Exhibits 10~~9.101 FINANCIAL ~~and~~STATEMENTS ~~10.2,~~AND respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Kelso Exchange Agreement and the GSO Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. EXHIBITS

~~The Base Indenture, the Series 2015-1 Supplemental Indenture~~ (~~including the form of the Series 2015-1 Notes~~d) ~~and the Series 2015-2 Supplemental Indenture (including the form of the Series 2015-2 Notes) are filed as~~ Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Base Indenture, the Series 2015-1 Supplemental Indenture and the Series 2015-2 Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements.

~~The Exchange Side Letter is filed as Exhibit 10~~99.31 toPress ~~this~~release ~~Current~~dated ~~Report~~November on2, ~~Form~~2015 ~~8-K~~entitled, ~~and~~“LRI isHoldings, ~~incorporated herein by reference~~Inc., ~~The~~the ~~foregoing description~~Parent Company of ~~the~~Logan’s ~~Exchange~~Roadhouse, ~~Side~~Inc., ~~Letter~~Announces ~~does~~Financial ~~not~~Results ~~purport~~for tothe beFourth ~~complete~~Quarter and isFiscal ~~qualified~~Year ~~in its entirety by reference to Exhibit 10.3.~~ 2015”

KEP VI and Kelso VIII collectively beneficially own approximately 98.3% of the Company’s common stock. For more information regarding material relationships between Kelso & Company, LLC, KEP VI and affiliated entities, see Item 13, “Certain Relationships and Related Transactions, and Director Independence” included in the Company’s Annual Report on Form 10-K filed with the SEC on November 18, 2014, which is incorporated herein by reference.

Security Agreement

In connection with the Bond Exchange Transaction, on October 15, 2015, the Company and Logan’s Roadhouse executed the Security Agreement (the “Security Agreement”) made by the Company, Logan’s Roadhouse and the Subsidiary Guarantors in favor of the Collateral Agent, providing for, among other things, the grant of security interests in, and pledge of, substantially all of the tangible and intangible property and assets (subject to certain exceptions) of the Company, Logan’s Roadhouse and the Subsidiary Guarantors, on a second priority basis, for the benefit of the holders of the Series 2015-1 Notes and Series 2015-2 Notes.

The Security Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Security Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.4. SIGNATURES

~~Intercreditor~~Pursuant ~~Agreement~~to ~~Amendment~~the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

In connection with the Bond Exchange Transaction, on October 15, 2015, the Company and Logan’s Roadhouse executed Amendment No. 1 (the “Intercreditor Agreement Amendment”) among the Collateral Agent, JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), Wells Fargo Bank, National Association, as collateral agent for the Senior Notes (the “Senior Notes Collateral Agent”), the Company, Logan’s Roadhouse and the Subsidiary Guarantors, to the Intercreditor Agreement, dated as of October 4, 2010 (the “Intercreditor Agreement”), among the Administrative Agent, the Senior Notes Collateral Agent, Logan’s Roadhouse, and each of the other Loan Parties party thereto, together with the Joinder to Intercreditor Agreement, dated as of October 4, 2010, by the Company, Logan’s Roadhouse and the Subsidiary Guarantors in favor of the Administrative Agent and the Senior Notes Collateral Agent. The Intercreditor Agreement Amendment adds the Collateral Agent as a party to the Intercreditor Agreement and provides for, among other things, the lien and payment priority among the holders of the Series 2015-1 Notes, the Series 2015-2 Notes and the Senior Notes and the lenders under the Credit Agreement (as defined below).



Date:	November 2, 2015	LRI Holdings, Inc.

		By:	/s/ Edmund J. Schwartz
			Edmund J. Schwartz
			Interim Chief Financial Officer, Secretary and Treasurer
			(Duly Authorized Officer and Principal Financial Officer)

The Intercreditor Agreement Amendment is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Intercreditor Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.5. 4

~~Credit Agreement Amendment~~ EXHIBIT INDEX

In connection with the Bond Exchange Transaction, on October 15, 2015, the Company and Logan’s Roadhouse executed Amendment No. 6 to the Credit Agreement (the “Credit Agreement Amendment”) among the Company, Logan’s Roadhouse, the Subsidiary Guarantors, the Administrative Agent and the lenders party thereto, which amends the Credit Agreement, dated as of October 4, 2010 (the “Credit Agreement”), among the Company, Logan’s Roadhouse, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A. and Credit Suisse AG, as co-documentation agents, Credit Suisse AG, as syndication agent, and the Administrative Agent. The Credit Agreement Amendment permits the Bond Exchange Transaction and provides for, among other things, certain changes to the financial and negative covenants in the Credit Agreement.



Exhibit		Description
99.1		Press release dated November 2, 2015 entitled, “LRI Holdings, Inc., the Parent Company of Logan’s Roadhouse, Inc., Announces Financial Results for the Fourth Quarter and Fiscal Year 2015”

The Credit Agreement Amendment is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.6. 5

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

Prior to the consummation of the Bond Exchange Transaction, Logan’s Roadhouse entered into a confidentiality agreement with GSO, pursuant to which Logan’s Roadhouse provided certain material nonpublic

information to GSO in order to facilitate GSO’s analysis and evaluation of the Bond Exchange Transaction, which agreement terminates by its terms on October 15, 2015. In connection with the Bond Exchange Transaction, the Company is making available the information furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
4.1		Senior Secured Notes Indenture, dated as of October 15, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., the subsidiary guarantors from time to time parties thereto, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Collateral Agent.
4.2		Series 2015-1 Supplemental Indenture, dated as of October 15, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., the subsidiary guarantors from time to time parties thereto, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Collateral Agent.
4.3		Series 2015-2 Supplemental Indenture, dated as of October 15, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., the subsidiary guarantors from time to time parties thereto, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Collateral Agent.
4.4		Form of Series 2015-1 Senior Secured Note due 2017 (included in Exhibit 4.2 hereto).
4.5		Form of Series 2015-2 Senior Secured Note due 2017 (included in Exhibit 4.3 hereto).
10.1		Exchange Agreement, dated as of October 14, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc., Logan’s Roadhouse of Texas, Inc., Macsen Holdings Limited and KEP VI, LLC.
10.2		Exchange Agreement, dated as of October 14, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc., Logan’s Roadhouse of Texas, Inc., FS Investment Corporation, Race Street Funding LLC, Cobbs Creek LLC, Burholme Funding LLC and Dunlap Funding LLC.
10.3		Supplemental Agreement, dated as of October 15, 2015, between GSO and Logan’s Roadhouse.
10.4		Security Agreement, dated as of October 15, 2015, made by Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc. and Logan’s Roadhouse of Texas, Inc. in favor of Wells Fargo Bank, National Association, as Collateral Agent.
10.5		Amendment No. 1 to Intercreditor Agreement, dated as of October 15, 2015, among Wells Fargo Bank, National Association, as Collateral Agent for the Series 2015-1 Notes and the Series 2015-2 Notes, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Agent for the Senior Notes, Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc. and Logan’s Roadhouse of Texas, Inc.
10.6		Amendment No. 6, dated as of October 15, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc., Logan’s Roadhouse of Texas, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders party thereto.
99.1		Logan’s Roadhouse Presentation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

ExhibitNo.		Description
4.1		Senior Secured Notes Indenture, dated as of October 15, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., the subsidiary guarantors from time to time parties thereto, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Collateral Agent.
4.2		Series 2015-1 Supplemental Indenture, dated as of October 15, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., the subsidiary guarantors from time to time parties thereto, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Collateral Agent.
4.3		Series 2015-2 Supplemental Indenture, dated as of October 15, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., the subsidiary guarantors from time to time parties thereto, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Collateral Agent.
4.4		Form of Series 2015-1 Senior Secured Note due 2017 (included in Exhibit 4.2 hereto).
4.5		Form of Series 2015-2 Senior Secured Note due 2017 (included in Exhibit 4.3 hereto).
10.1		Exchange Agreement, dated as of October 14, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc., Logan’s Roadhouse of Texas, Inc., Macsen Holdings Limited and KEP VI, LLC.
10.2		Exchange Agreement, dated as of October 14, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc., Logan’s Roadhouse of Texas, Inc., FS Investment Corporation, Race Street Funding LLC, Cobbs Creek LLC, Burholme Funding LLC and Dunlap Funding LLC.
10.3		Supplemental Agreement, dated as of October 15, 2015, between GSO and Logan’s Roadhouse.
10.4		Security Agreement, dated as of October 15, 2015, made by Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc. and Logan’s Roadhouse of Texas, Inc. in favor of Wells Fargo Bank, National Association, as Collateral Agent.
10.5		Amendment No. 1 to Intercreditor Agreement, dated as of October 15, 2015, among Wells Fargo Bank, National Association, as Collateral Agent for the Series 2015-1 Notes and the Series 2015-2 Notes, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Agent for the Senior Notes, Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc. and Logan’s Roadhouse of Texas, Inc.
10.6		Amendment No. 6, dated as of October 15, 2015, among Logan’s Roadhouse, Inc., LRI Holdings, Inc., Logan’s Roadhouse of Kansas, Inc., Logan’s Roadhouse of Texas, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders party thereto.
99.1		Logan’s Roadhouse Presentation.

Date: October 16, 2015

LRI Holdings, Inc.

/s/ Samuel N. Borgese

Samuel N. Borgese

President and Chief Executive Officer

(Duly Authorized Officer)

Filing Compare · LRI HOLDINGS, INC.