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EXHIBIT 10.15    
  


FIRST AMENDMENT TO CREDIT AGREEMENT  


        THE STEAK N SHAKE COMPANY, an Indiana corporation (the "Company") and FIFTH THIRD BANK,
INDIANA (CENTRAL), a national banking association with its principal office in Indianapolis, Indiana (the "Bank"), being parties to that certain Credit Agreement dated as of
November 16, 2001, (the "Agreement") agree to amend the Agreement by this First Amendment to Credit Agreement (this "Amendment") as follows. 


        1.    DEFINITIONS.    All defined terms used herein not otherwise defined in this Amendment
shall have their respective meanings set forth in the Agreement. In addition, the following new definition is hereby added to Section 1 of the Agreement as follows: 



	•
	"First Amendment" means that certain agreement entitled "First Amendment to Credit Agreement" entered into by
and between the Company and the Bank dated as of October 17, 2002, for the purpose of amending this Agreement. 




        2.    AFFIRMATIVE COVENANTS OF THE COMPANY.    Section 5(g)(i) of the Agreement is
hereby amended and restated in its entirety as follows: 



	(i)
	Maximum Ratio of Funded Debt to EBITDA. For each period of four (4) consecutive fiscal quarters
commencing with the period of four (4) consecutive fiscal quarters ending on September 30, 2002, maintain a ratio of Funded Debt to EBITDA not exceeding 2.00 to 1.00. 




        3.    REPRESENTATIONS AND WARRANTIES.    In order to induce the Bank to enter into this
Amendment, the Company affirms that the representations and warranties contained in the Agreement are correct as of the date of this Amendment, except that (i) they shall be deemed to also
refer to this Amendment as well as all documents named herein and, (ii) Section 3(d) of the Agreement shall be deemed also to refer to the most recent audited and unaudited financial
statements of the Company delivered to the Bank. 


        4.    EVENTS OF DEFAULT.    The Company certifies to the Bank that no Event of Default or
Unmatured Event of Default under the Agreement, as amended by this Amendment, has occurred and is continuing as of the date of this Amendment. 


        5.    CONDITIONS PRECEDENT.    As conditions precedent to the effectiveness of this Amendment,
the Bank shall have received the following contemporaneously with execution and delivery of this Amendment, each duly executed, dated and in form and substance satisfactory to the Bank: 



	(i)
	This
Amendment.



	(ii)
	A
copy of a Resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance, respectively, of this Amendment
and the other Loan Documents provided for in this Amendment to which the Company is a party certified by the Secretary of the Board of Directors of the Company as being in full force and effect and
duly adopted.



	(iii)
	The
Certificate of the Secretary of the Board of Directors of the Company certifying the names of the officer or officers authorized to sign this
Amendment and the other Loan Documents provided for in this Amendment to which the Company is a party, together with a sample of the true signature of each such officer.



	(iv)
	Payment
of the fees of Bank's counsel incurred in connection with the drafting, negotiation and closing of this Amendment.



	(v)
	Such
other documents as the Bank may reasonably request. 




        6.    PRIOR AGREEMENTS.    The Agreement, as amended by this Amendment, supersedes all
previous agreements and commitments made or issued by the Bank with respect to the Loans and all other subjects of this Amendment, including, without limitation, any oral or written proposals which
may have been made or issued by the Bank. 


        7.    EFFECT OF AMENDMENT.    The provisions contained herein shall serve to supplement and
amend the provisions of the Agreement. To the extent that the terms of this Amendment conflict with the terms of the Agreement, the provisions of this Amendment shall control in all respects. 



        8.    REAFFIRMATION.    Except as expressly amended by this Amendment, all of the terms and
conditions of the Agreement shall remain in full force and effect as originally written and as previously amended. 








        9.    COUNTERPARTS.    This Amendment may be executed in any number of counterparts, each of
which shall be an original and all of which when taken together shall be one and the same agreement. 


        IN WITNESS WHEREOF, the Company and the Bank by their respective duly authorized officers have executed and delivered in Indiana this
First Amendment Credit Agreement as of October 17, 2002. 



	

 	

THE STEAK N SHAKE COMPANY, an Indiana corporation
	

 	

By:	

/s/James W. Bear
 James W. Bear, Senior Vice President and

Chief Financial Officer
	

 	

FIFTH THIRD BANK, INDIANA (CENTRAL), a national banking association
	

 	

By:	

/s/ Andrew M. Cardimen
 Andrew M. Cardimen, Vice President











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EXHIBIT 10.15