Exhibit 10.2



Exhibit 10.2 

 



FIFTH
AMENDMENT TO CREDIT AGREEMENT







THE
STEAK N SHAKE COMPANY,
an Indiana corporation (the "Company") and FIFTH
THIRD BANK (CENTRAL INDIANA),
a Michigan banking corporation, formerly known as Fifth Third Bank, Indiana
(Central) (the "Bank"), being parties to that certain Credit Agreement dated as
of November 16, 2001, as previously amended (collectively, the "Agreement")
agree to further amend the Agreement by this Fifth 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.






	 	
      (a)
	
      Amended
      Definitions.
      The following definitions appearing under Section 1 of the Agreement are
      hereby amended and restated in their respective entireties as
      follows:








	·  	
      "Interest
      Period"
      means each consecutive seven (7), thirty (30), sixty (60), ninety (90), or
      one hundred twenty (120) day period for which the Company shall have
      selected the LIBOR-based Rate, effective as of the first day of each
      Interest Period and ending on the last day of each Interest Period;
      provided, that if any Interest Period is selected to end on a date for
      which there is no numerical equivalent to the date on which the Interest
      Period commenced, then the Interest Period shall end instead on the last
      day of such calendar month.








	·  	
      "Revolving
      Loan Maturity Date"
      means January 30, 2008.








	 	
      (b)
	
      New
      Definition.
      The following new definition is hereby added to Section 1 of the Agreement
      as follows:





	
      
	
      
	
      










	·  	
      "Fifth
      Amendment"
      means that certain agreement entitled "Fifth Amendment to Credit
      Agreement" entered into by and between the Company and the Bank dated as
      of January 30, 2005, for the purpose of amending this
      Agreement.









2. 
  THE
LOAN.
Section 2(a)(i) and the first sentence of Section 2(a)(ii) of the Agreement are
hereby amended and restated in their 

                respective entireties
as follows:





	
      
	
      
	
      (i)
	
      The
      Commitment -- Use of Proceeds.
      From this date and until the Revolving Loan Maturity Date, the Bank agrees
      to make Advances (collectively, the "Revolving Loan") under a revolving
      line of credit from time to time to the Company of amounts not exceeding
      in the aggregate at any time outstanding Fifty Million and No/100 Dollars
      ($50,000,000.00) (the "Commitment"). Proceeds of the Revolving Loan may be
      used by the Company only to fund general corporate
    purposes.








	
      
	
      
	
      (ii)
	
      Method
      of Borrowing.
      The obligation of the Company to repay the Revolving Loan shall be
      evidenced by a Promissory Note of the Company in the form of Exhibit
      "A"
      attached hereto (the "Revolving Note").







3. 
  FINANCIAL
COVENANTS.
Section 5(g)(ii) of the Agreement pertaining to the maintenance of a minimum
debt service coverage ratio 

                is hereby deleted,
and Section 5(g)(i) 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 December 28,
      2004, maintain a ratio of Funded Debt to EBITDA of not more than 4.00 to
      1.00.







4. 
  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.




5. 
  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.

 

6. 
  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 duly executed by the Company.








	
      
	
      (ii)
	
      The
      Revolving Note in the form of Exhibit
      "A"
      attached hereto duly executed by the
Company.








	
      
	
      (iii)
	
      The
      Reaffirmation of Guaranty Agreement in the form attached hereto as
      Exhibit
      "B"
      duly executed by Steak n Shake Operations,
Inc.








	
      
	
      (iv)
	
      The
      Reaffirmation of Guaranty Agreement in the form attached hereto as
      Exhibit
      "C"
      duly executed by Steak
      n Shake, L.P.








	
      
	
      (v)
	
      The
      Reaffirmation of Guaranty Agreement in the form attached hereto as
      Exhibit
      "D"
      duly executed by SnS Investment Company.








	
      
	
      (vi)
	
      Resolutions
      of the Board of Directors of the Company authorizing the execution,
      delivery and performance, respectively, of this Amendment and all 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 as of the date
      hereof.








	
      
	
      (vii)
	
      The
      Certificate of the Secretary of the Board of Directors of the Company
      certifying the names of the officer or officers authorized to execute this
      Amendment and all 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, dated as of the date of this
    Amendment.








	
      
	
      (viii)
	
      Resolutions
      of the Board of Directors of Steak n Shake Operations, Inc., an Indiana
      corporation, authorizing the execution, delivery and performance,
      respectively, of its Reaffirmation of Guaranty Agreement and all other
      Loan Documents provided for in this Amendment to which Steak n Shake
      Operations, Inc. is a party certified by the Secretary of the Board of
      Directors of Steak n Shake Operations, Inc. as being in full force and
      effect and duly adopted as of the date
hereof.








	
      
	
      (ix)
	
      The
      Certificate of the Secretary of the Board of Directors of Steak n Shake
      Operations, Inc. certifying the names of the officer or officers
      authorized to execute its Reaffirmation of Guaranty Agreement and all
      other Loan Documents provided for in this Amendment to which Steak n Shake
      Operations, Inc. is a party, together with a sample of the true signature
      of each such officer, dated as of the date of this
    Amendment.








	
      
	
      (x)
	
      Resolutions
      of the Board of Directors of Steak n Shake, L.P., an Indiana limited
      partnership, authorizing the execution, delivery and performance,
      respectively, of its Reaffirmation of Guaranty Agreement and all other
      Loan Documents provided for in this Amendment to which Steak n Shake, L.P.
      is a party certified by the Secretary of the Board of Directors of Steak n
      Shake, L.P. as being in full force and effect and duly adopted as of the
      date hereof.








	
      
	
      (xi)
	
      The
      Certificate of the Secretary of the Board of Directors of Steak n Shake,
      L.P. certifying the names of the officer or officers authorized to execute
      its Reaffirmation of Guaranty Agreement and all other Loan Documents
      provided for in this Amendment to which Steak n Shake, L.P. is a party,
      together with a sample of the true signature of each such officer, dated
      as of the date of this Amendment.








	
      
	
      (xii)
	
      Resolutions
      of the Board of Directors of SnS Investment Company, an Indiana
      corporation, authorizing the execution, delivery and performance,
      respectively, of its Reaffirmation of Guaranty Agreement and all other
      Loan Documents provided for in this Amendment to which SnS Investment
      Company is a party certified by the Secretary of the Board of Directors of
      SnS Investment Company as being in full force and effect and duly adopted
      as of the date hereof.








	
      
	
      (xiii)
	
      The
      Certificate of the Secretary of the Board of Directors of SnS Investment
      Company certifying the names of the officer or officers authorized to
      execute its Reaffirmation of Guaranty Agreement and all other Loan
      Documents provided for in this Amendment to which SnS Investment Company
      is a party, together with a sample of the true signature of each such
      officer, dated as of the date of this
Amendment.







7. 
  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.




8. 
  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.




9. 
  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.




10. 
  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 Fifth Amendment Credit Agreement as of
January 30, 2005.









	
      
	
      
	
      
	
      
	
      
	
      
	
      
	
      THE
      STEAK N SHAKE COMPANY,
      an Indiana corporation







           

                                 By:

 

                                /s/  Jeffrey A.
Blade

                                        Jeffrey
A. Blade,

                                          
Senior Vice President and Chief Financial Officer



FIFTH
THIRD BANK (CENTRAL INDIANA),
a Michigan banking corporation








	 	
      By:
	
       

      /s/ Andrew M. Cardimen

         
      Andrew M. Cardimen, 

         
      Vice President and Senior Relationship
Manager



















 

 

 









SCHEDULE
OF EXHIBITS








	
      Exhibit
      "A"
	
      -
	
      Promissory
      Note (Revolving Loan)($50,000,000.00) (The Steak n Shake
      Company)*








	
      Exhibit
      "B"
	
      -
	
      Reaffirmation
      of Guaranty Agreement (Steak n Shake Operations,
Inc.)*








	
      Exhibit
      "C"
	
      -
	
      Reaffirmation
      of Guaranty Agreement (Steak n Shake,
L.P.)*








	
      Exhibit
      "D"
	
      -
	
      Reaffirmation
      of Guaranty Agreement (SnS Investment
Company)*




 

* Exhibits were omitted from filing.