Exhibit 10.1



Exhibit 10.1

 

 

FOURTH
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 Fourth 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
      Definition.
      The following definition appearing under Section 1 of the Agreement is
      hereby amended and restated in its entirety as
follows:








	·  	
      "Applicable
      Spread"
      means that number of Basis Points to be taken into account in determining
      the per annum at which the LIBOR-based Rate of interest on the Revolving
      Loan shall be calculated and which shall be 55 Basis Points at all times
      on and after the date of the Fourth
Amendment.








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





	
      
	
      
	
      










	·  	
      "Fourth
      Amendment"
      means that certain agreement entitled "Fourth Amendment to Credit
      Agreement" entered into by and between the Company and the Bank dated as
      of December 29, 2004, for the purpose of amending this
      Agreement.









2. 
  THE
LOAN.
Section 2(a)(iii) of the Agreement is hereby amended and restated in its
entirety as follows:





	
      
	
      
	
      (iii)
	
      Interest
      on the Revolving Loan.
      The principal amount of the Revolving Loan outstanding from time to time
      shall bear interest until maturity of the Revolving Note at a rate per
      annum equal to the Prime Rate minus
      one percent (-1.00%), except that at the option of the Company, exercised
      from time to time as provided in Section 2(c)(i), interest may accrue
      prior to maturity on any Advance or on the entire outstanding balance of
      the Revolving Loan as to which no LIBOR-based Rate previously elected
      remains in effect, at a LIBOR-based Rate for an Interest Period selected
      by the Company; provided, further, that an election of the LIBOR-based
      Rate for a period extending beyond the Revolving Loan Maturity Date shall
      be permitted only at the discretion of the Bank. After maturity, whether
      on the Revolving Loan Maturity Date or on account of acceleration upon the
      occurrence of an Event of Default, and until paid in full, the Revolving
      Loan shall bear interest at a per annum rate equal to the Prime Rate plus
      two percent (2%), except that as to any portion of the Loan for which the
      Company may have elected the LIBOR-based Rate for a period of time that
      has not expired at maturity, such portion shall, during the remainder of
      such period, bear interest at the LIBOR-based Rate then in effect plus two
      percent (2%) per annum. Accrued interest shall be due and payable monthly
      on the last Banking Day of each month prior to maturity. After maturity,
      interest shall be payable as accrued and without
demand.







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 duly executed by the Company.








	
      
	
      (ii)
	
      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.








	
      
	
      (iii)
	
      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.







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 Fourth Amendment Credit Agreement on
January 26, 2005, but with effect as of December 29, 2004.





	
      
	
      
	
      
	
      
	
      
	
      
	
      
	
      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