Unassociated Document


    


     

      
        

      

    

    


     

    INDENTURE

     

    Dated
as of March 30, 2010

     

    Between

     

    THE
STEAK N SHAKE COMPANY

     

    and

     

    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    


    As
Trustee

     

    


     

    14%
SUBORDINATED DEBENTURES DUE 2015

    


     

      
        

        
          
             


          

          
             


            
            

          

          
             


          

        

      

       

    

    TABLE OF
CONTENTS

    
      
        


        
          	 
      	 
      	
                  Page

                
	
                  ARTICLE
      I

                	
                  DEFINITIONS
      AND RULES OF CONSTRUCTION, APPLICABILITY OF THE TRUST INDENTURE
      ACT

                	
                  1

                
	 
      	 
      	 
      
	
                      
      Section 1.01.

                	
                  Definitions.

                	
                  1

                
	
                      
      Section 1.02.

                	
                  Other
      Definitions.

                	
                  5

                
	
                      
      Section 1.03.

                	
                  Rules
      of Construction

                	
                  6

                
	
                      
      Section 1.04.

                	
                  Trust
      Indenture Act

                	
                  6

                
	 
      	 
      	 
      
	
                  ARTICLE
      II

                	
                  THE
      DEBENTURES

                	
                  6

                
	 
      	 
      	 
      
	
                      
      Section 2.01.

                	
                  Form
      and Dating

                	
                  6

                
	
                      
      Section 2.02.

                	
                  Execution
      and Authentication

                	
                  7

                
	
                      
      Section 2.03.

                	
                  Agents

                	
                  7

                
	
                      
      Section 2.04.

                	
                  Paying
      Agent To Hold Money in Trust

                	
                  8

                
	
                      
      Section 2.05.

                	
                  Debentureholder
      Lists

                	
                  8

                
	
                      
      Section 2.06.

                	
                  Transfer
      and Exchange

                	
                  8

                
	
                      
      Section 2.07.

                	
                  Replacement
      Debentures

                	
                  8

                
	
                      
      Section 2.08.

                	
                  Outstanding
      Debentures.

                	
                  9

                
	
                      
      Section 2.09.

                	
                  Treasury
      Debentures Disregarded for Certain Purposes

                	
                  9

                
	
                      
      Section 2.10.

                	
                  Temporary
      Debentures

                	
                  9

                
	
                      
      Section 2.11.

                	
                  Global
      Debentures

                	
                  9

                
	
                      
      Section 2.12.

                	
                  Cancellation

                	
                  10

                
	
                      
      Section 2.13.

                	
                  Defaulted
      Interest

                	
                  10

                
	
                      
      Section 2.14.

                	
                  CUSIP
      Numbers

                	
                  10

                
	 
      	 
      	 
      
	
                  ARTICLE
      III

                	
                  REDEMPTION

                	
                  11

                
	 
      	 
      	 
      
	
                      
      Section 3.01.

                	
                  General

                	
                  11

                
	
                      
      Section 3.02.

                	
                  Notice
      to Trustee.

                	
                  11

                
	
                      
      Section 3.03.

                	
                  Selection
      of Debentures To Be Redeemed

                	
                  11

                
	
                      
      Section 3.04.

                	
                  Notice
      of Redemption

                	
                  11

                
	
                      
      Section 3.05.

                	
                  Effect
      of Notice of Redemption

                	
                  12

                
	
                      
      Section 3.06.

                	
                  Deposit
      of Redemption Price

                	
                  12

                
	
                      
      Section 3.07.

                	
                  Debentures
      Redeemed in Part

                	
                  12

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV

                	
                  COVENANTS

                	
                  12

                
	 
      	 
      	 
      
	
                      
      Section 4.01.

                	
                  Payment
      of Debentures

                	
                  12

                
	
                      
      Section 4.02.

                	
                  Restrictions
      on Dividends and Other Payments

                	
                  13

                
	
                      
      Section 4.03.

                	
                  Restrictions
      on Debt

                	
                  13

                
	
                      
      Section 4.04.

                	
                  SEC
      Reports

                	
                  13

                
	
                      
      Section 4.05.

                	
                  Compliance
      Certificate

                	
                  13

                
	
                      
      Section 4.06.

                	
                  Notice
      of Certain Events

                	
                  14

                
	
                      
      Section 4.07.

                	
                  Corporate
      Existence

                	
                  14

                
	
                      
      Section 4.08.

                	
                  Senior
      Debt Limitation

                	
                  14

                


        

         

        
          
             


          

          
            i

            
              

            

          

          
             


          

        

         

        
          	
                  ARTICLE
      V

                	
                  SUCCESSORS

                	
                  14

                
	 
      	 
      	 
      
	
                      
      Section 5.01.

                	
                  When
      Company May Merge, etc

                	
                  14

                
	
                      
      Section 5.02.

                	
                  Successor
      Corporation Substituted

                	
                  15

                
	 
      	 
      	 
      
	
                  ARTICLE
      VI

                	
                  DEFAULTS
      AND REMEDIES

                	
                  15

                
	 
      	 
      	 
      
	
                      
      Section 6.01.

                	
                  Events
      of Default

                	
                  15

                
	
                      
      Section 6.02.

                	
                  Acceleration

                	
                  16

                
	
                      
      Section 6.03.

                	
                  Other
      Remedies

                	
                  17

                
	
                      
      Section 6.04.

                	
                  Waiver
      of Past Defaults

                	
                  17

                
	
                      
      Section 6.05.

                	
                  Control
      by Majority

                	
                  17

                
	
                      
      Section 6.06.

                	
                  Limitation
      on Suits

                	
                  17

                
	
                      
      Section 6.07.

                	
                  Rights
      of Holders To Receive Payment

                	
                  18

                
	
                      
      Section 6.08.

                	
                  Collection
      Suit by Trustee

                	
                  18

                
	
                      
      Section 6.09.

                	
                  Trustee
      May File Proofs of Claim

                	
                  18

                
	
                      
      Section 6.10.

                	
                  Priorities

                	
                  19

                
	
                      
      Section 6.11.

                	
                  Undertaking
      for Costs

                	
                  19

                
	
                      
      Section 6.12.

                	
                  Actions
      of a Holder

                	
                  19

                
	 
      	 
      	 
      
	
                  ARTICLE
      VII

                	
                  TRUSTEE

                	
                  20

                
	 
      	 
      	 
      
	
                      
      Section 7.01.

                	
                  Duties
      of Trustee.

                	
                  20

                
	
                      
      Section 7.02.

                	
                  Rights
      of Trustee.

                	
                  21

                
	
                      
      Section 7.03.

                	
                  Individual
      Rights of Trustee; Disqualification

                	
                  21

                
	
                      
      Section 7.04.

                	
                  Trustee's
      Disclaimer

                	
                  21

                
	
                      
      Section 7.05.

                	
                  Notice
      of Defaults

                	
                  21

                
	
                      
      Section 7.06.

                	
                  Reports
      by Trustee to Holders

                	
                  21

                
	
                      
      Section 7.07.

                	
                  Compensation
      and Indemnity

                	
                  22

                
	
                      
      Section 7.08.

                	
                  Replacement
      of Trustee

                	
                  22

                
	
                      
      Section 7.09.

                	
                  Successor
      Trustee by Merger, etc

                	
                  23

                
	
                      
      Section 7.10.

                	
                  Eligibility

                	
                  23

                
	
                      
      Section 7.11.

                	
                  Preferential
      Collection of Claims Against Company

                	
                  23

                
	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                	
                  SATISFACTION
      AND DISCHARGE

                	
                  23

                
	 
      	 
      	 
      
	
                      
      Section 8.01.

                	
                  Satisfaction
      and Discharge of Indenture

                	
                  23

                
	
                      
      Section 8.02.

                	
                  Application
      of Trust Funds

                	
                  24

                
	
                      
      Section 8.03.

                	
                  Reinstatement

                	
                  25

                
	
                      
      Section 8.04.

                	
                  Repayment
      to Company

                	
                  25

                
	 
      	 
      	 
      
	
                  ARTICLE
      IX

                	
                  AMENDMENTS

                	
                  25

                
	 
      	 
      	 
      
	
                      
      Section 9.01.

                	
                  Without
      Consent of Holders

                	
                  25

                
	
                      
      Section 9.02.

                	
                  With
      Consent of Holders

                	
                  25

                
	
                      
      Section 9.03.

                	
                  Compliance
      with Trust Indenture Act and Section 11.03

                	
                  26

                
	
                      
      Section 9.04.

                	
                  Revocation
      and Effect of Consents and Waivers

                	
                  26

                
	
                      
      Section 9.05.

                	
                  Notice
      of Amendment; Notation on or Exchange of Debentures

                	
                  27

                
	
                      
      Section 9.06.

                	
                  Trustee
      Protected

                	
                  27

                
	 
      	 
      	 
      
	
                  ARTICLE
      X

                	
                  SUBORDINATION

                	
                  27

                
	 
      	 
      	 
      
	
                      
      Section 10.01.

                	
                  Debentures
      Subordinated to Senior Debt

                	
                  27

                
	
                      
      Section 10.02.

                	
                  Debentures
      Subordinated in Any Proceeding

                	
                  27

                


        

         

        
          
             


          

          
            ii

            
              

            

          

          
             


          

        

         

        
          	
                      
      Section 10.03.

                	
                  No
      Payment on Debentures in Certain Circumstances

                	
                  27

                
	
                      
      Section 10.04.

                	
                  Subrogation

                	
                  28

                
	
                      
      Section 10.05.

                	
                  Obligations
      of the Company Unconditional

                	
                  28

                
	
                      
      Section 10.06.

                	
                  Trustee
      and Paying Agents Entitled to Assume Payments Not Prohibited in Absence of
      Notice

                	
                  29

                
	
                      
      Section 10.07.

                	
                  Satisfaction
      and Discharge

                	
                  29

                
	
                      
      Section 10.08.

                	
                  Subordination
      Rights Not Impaired by Acts or Omissions of the Company or Holders of
      Senior Debt

                	
                  29

                
	
                      
      Section 10.09.

                	
                  Right
      to Hold Senior Debt

                	
                  29

                
	
                      
      Section 10.10.

                	
                  No
      Fiduciary Duty of Trustee or Debentureholders to Holders of Senior
      Debt

                	
                  29

                
	
                      
      Section 10.11.

                	
                  Distribution
      to Holders of Senior Debt

                	
                  29

                
	
                      
      Section 10.12.

                	
                  Trustee's
      Rights to Compensation, Reimbursement of Expenses and
      Indemnification

                	
                  29

                
	
                      
      Section 10.13.

                	
                  Exception
      for Certain Distributions

                	
                  29

                
	
                      
      Section 10.14.

                	
                  Certain
      Definitions

                	
                  30

                
	 
      	 
      	 
      
	
                  ARTICLE
      XI

                	
                  MISCELLANEOUS

                	
                  30

                
	 
      	 
      	 
      
	
                      
      Section 11.01.

                	
                  Notices

                	
                  30

                
	
                      
      Section 11.02.

                	
                  Communication
      by Holders with Other Holders

                	
                  31

                
	
                      
      Section 11.03.

                	
                  Certificate
      and Opinion as to Conditions Precedent

                	
                  31

                
	
                      
      Section 11.04.

                	
                  Statements
      Required in Certificate or Opinion

                	
                  31

                
	
                      
      Section 11.05.

                	
                  Rules
      by Trustee and Agents

                	
                  31

                
	
                      
      Section 11.06.

                	
                  Legal
      Holidays

                	
                  31

                
	
                      
      Section 11.07.

                	
                  No
      Recourse Against Others

                	
                  31

                
	
                      
      Section 11.08.

                	
                  Duplicate
      Originals

                	
                  32

                
	
                      
      Section 11.09.

                	
                  Variable
      Provisions

                	
                  32

                
	
                      
      Section 11.10.

                	
                  Governing
      Law

                	
                  33

                
	
                      
      Section 11.11.

                	
                  Force
      Majeure

                	
                  33

                
	
                      
      Section 11.12.

                	
                  USA
      PATRIOT Act

                	
                  33

                
	
                      
      Section 11.13.

                	
                  Waiver
      of Jury Trial.

                	
                  33

                
	 
      	 
      
	
                  EXHIBIT
      A (FACE OF SECURITY)

                	
                  A-1

                


        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE

     

    
      	
              TM
      Section

            	
              Indenture
      Section

            
	 	 
	
              310(a)(1)

            	
              7.10

            
	
                    (a)(2)

            	
              7.10

            
	
                    (a)(3)

            	
              N.A.

            
	
                    (a)(4)

            	
              N.A.

            
	
                    (a)(5)

            	
              N.A.

            
	
                    (b)

            	
              7.08
      ;7.10

            
	
                    (c)

            	
              N.A.

            
	
              311(a)

            	
              7.11

            
	
                    (b)

            	
              7.11

            
	
                    (c)

            	
              N.A.

            
	
              312(a)

            	
              2.05

            
	
                    (b)

            	
              12.02

            
	
                    (c)

            	
              N.A.

            
	
              313(a)

            	
              7.06

            
	
                    (b)(1)

            	
              N.A.

            
	
                    (b)(2)

            	
              7.06

            
	
                    (c)

            	
              7.06

            
	
                    (d)

            	
              7.06

            
	
              314(a)(1)

            	
              4.02

            
	
                    (a)(2)

            	
              12.01

            
	
                    (a)(4)

            	
              4.03

            
	
                    (b)

            	
              N.A.

            
	
                    (c)

            	
              2.02;
      7.02(b); 8.01(3)

            
	
                    (d)

            	
              N.A.

            
	
                    (e)

            	
              4.03;12.04

            
	
                    (f)

            	
              4.03

            
	
              315(a)(1)

            	
              6.05;
      7.01(b)(1)

            
	
                    (a)(2)

            	
              7.01(b)(2)

            
	
                    (b)

            	
              7.05;12.01

            
	
                    (c)

            	
              7.01(a)

            
	
              315(d)(1)

            	
              7.01(b)

            
	
                    (d)(2)

            	
              7.01(c)(2)

            
	
                    (d)(3)

            	
              6.05;
      7.01(c)(3)

            
	
                    (e)

            	
              6.09

            
	
              316(a)
      (last sentence)

            	
              2.09

            
	
                    (a)(1)(A)

            	
              6.05

            
	
                    (a)(1)(B)

            	
              6.04

            
	
                    (a)(2)

            	
              N.A.

            
	
                    (b)

            	
              6.07

            
	
                    (c)

            	
              9.04

            
	
              317(a)(1)

            	
              6.03

            
	
                    (a)(2)

            	
              6.10

            
	
                    (b)

            	
              2.04

            
	
              318(a)

            	
              1.04

            


    

    


    
      
        

      



    N.A.
means not applicable.

     

    Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of this
Indenture


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

     

    
      INDENTURE
dated as of March 30, 2010, between THE STEAK N SHAKE COMPANY, an Indiana
corporation ("Company") and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Trustee").

       

      Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Company's 14% Subordinated Debentures
Due 2015 ("Debentures"):

       

      ARTICLE
I

      DEFINITIONS AND RULES OF
CONSTRUCTION, APPLICABILITY OF THE TRUST
INDENTURE ACT

       

      Section
1.01.     Definitions.

       

      "Affiliate."  Any
Person controlling or controlled by or under common control with the referenced
Person.  "Control" for this definition
means the power to direct the management and policies of a Person, directly or
indirectly, whether through the ownership of voting securities, by contract, or
otherwise.  The terms "controlling" and "controlled" have meanings
correlative to the foregoing.

       

      "Agent."  Any
Registrar or Paying Agent.

       

      "Board."  The Board
of Directors of the Person or any officer or committee thereof authorized to act
for such Board.

       

      "Business Day."  A
day that is not a Legal Holiday.

       

      "Company."  The
party named as such above (including Biglari Holdings Inc., from and after the
effective date of the change of the Company's corporate name that is proposed as
of the date of this Indenture) until a successor which duly assumes the
obligations upon the Debentures and under the Indenture replaces it and
thereafter means the successor.

       

      "Capital Lease
Obligation."  At the time any determination thereof is to be
made, the amount of the liability in respect of a capital lease that would at
such time be required to be capitalized and reflected as a liability on a
balance sheet (excluding the footnotes thereto) in accordance with
GAAP.

       

      "Consolidated Depreciation and
Amortization Expense."  With respect to any Person for any
period, the total amount of depreciation and amortization expense, including the
amortization of deferred financing fees, of such Person and its Subsidiaries for
such period on a consolidated basis and determined in accordance with
GAAP.

       

      "Consolidated Interest
Expense."  With respect to any Person for any period, (i) the
sum, without duplication, of: (A) consolidated interest expense of such Person
and its Subsidiaries for such period (including amortization of original issue
discount, the interest component of Capital Lease Obligations and net payments
(if any) pursuant to Interest Rate Hedging Agreements, but excluding
amortization of deferred financing fees, expensing of any bridge or other
financing fees and expenses) and (B) consolidated capitalized interest of such
Person and its Subsidiaries for such period, whether paid or accrued, less (ii)
interest income of such Person and its Subsidiaries for such
period.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      "Consolidated Net
Income."  With respect to any Person for any period, the net
income of such Person and its Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP.

       

      "Credit
Facility."  Any debt facility or commercial paper facility with
banks or other institutional lenders providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

       

      "Debentures."  The
Debentures described above issued under this Indenture.

       

      "Debt."  With
respect to any Person, without duplication, (i) any obligation of such
Person to pay the principal of, premium of, if any, interest on (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not a claim for such
post-petition interest is allowed in such proceeding), penalties, reimbursement
or indemnification amounts, fees, expenses or other amounts relating to any
indebtedness, and any other liability, contingent or otherwise, of such Person
(A) in respect of borrowed money (including instances where the recourse of
the lender is to the whole of the assets of such Person or to a portion
thereof), (B) evidenced by a bond, note, debenture or similar instrument
(including a purchase money obligation) including securities, (C) evidenced
by any letter of credit or performance bond (or any reimbursement agreement in
respect thereof) or any bank guarantees or banker's acceptance,
(D) representing Capital Lease Obligations, (E) representing the
balance deferred and unpaid of the purchase price of any property, except any
such balance that constitutes an accrued expense or trade payable or (F)
representing any obligations in respect of Interest Rate Hedging Agreements;
(ii) all direct or indirect guarantees, agreements to be jointly liable or
similar agreements by such Person in respect of, and obligations or liabilities
(contingent or otherwise) of such Person to purchase or otherwise acquire or
otherwise assure a creditor against loss in respect of, indebtedness,
obligations or liabilities of another Person of the kind described in clause
(i), to the extent that such indebtedness, obligations or liabilities would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP; (iii) any obligation of the type described in clauses
(i) and (ii) secured by a lien to which the property or assets of such
Person are subject, whether or not the obligations secured thereby shall have
been assumed by or shall otherwise be such Person's legal liability; and
(iv) any and all deferrals, renewals, extensions and refunding of, or
amendments, modifications or supplements to, any liability of the kind described
in any of the preceding clauses (i), (ii) or (iii).

       

      "Default."  Any
event which is, or after notice or passage of time would be, an Event of
Default.

       

      "EBITDA."  With
respect to any Person for any period, an amount equal to: (i) the sum of (A)
Consolidated Net Income, (B) any provision for taxes based on income or profits,
(C) Consolidated Interest Expense, (D) loss from extraordinary items, (E)
Consolidated Depreciation and Amortization Expense, (F) any aggregate net loss
from the sale, exchange or other disposition of capital assets and (G) all other
non-cash expenses, charges and losses (including any unrealized losses relating
to investments in marketable securities) that are not payable in cash in any
subsequent period; minus (ii) the sum of, in each case to the extent included in
the calculation of Consolidated Net Income, but without duplication, (A) any
credit for income tax, (B) interest income, (C) gains from extraordinary items,
(D) any aggregate net gain from the sale, exchange or other disposition of
capital assets and (E) any other non-cash gains (including any unrealized gains
relating to investments in marketable securities) or other items which have been
added in determining Consolidated Net Income, including any reversal of a change
referred to in clause (i)(G) above by reason of a decrease in the value of any
marketable securities.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      "Exchange Act."  The
Securities Exchange Act of 1934, as amended.

       

      "Equity
Interests."  The capital stock of the Company and all warrants,
options or other rights to acquire the Company's capital stock (but excluding
any debt security that is convertible into, or exchangeable for, the Company's
capital stock).

       

      "Fixed Charge Coverage
Ratio."  For any period tested, the ratio of:  (i)
the sum, without duplication, of the Company's EBITDA, plus rental expense and
operating lease payments, less dividends and distributions to shareholders of
the Company, expenses that are extraordinary items and Unfunded Capital
Expenditures, to (ii) the sum of the Company's Consolidated Interest Expense,
plus all principal payments (to the extent not funded by incurring other Debt)
with respect to Debt that were paid or were due and payable by the Company or
any of its consolidated Subsidiaries during the period tested, plus rental
expense and operating lease payments, and all taxes paid in cash during such
period.  The Fixed Charge Coverage Ratio shall be determined for the
period tested on a consolidated basis.  For each period ending on or
before the ending date of the Company's fiscal quarter that will end on or about
March 31, 2010, the calculation of the Company's Fixed Charge Coverage Ratio
shall not include principal payments made or payable during such period on the
Debt payable to the noteholders under that certain Amended and Restated Note
Purchase and Private Shelf Agreement dated as of September 20, 2002, entered
into by and among the Company, Prudential, Prudential Investment Management,
Inc., and certain Prudential affiliates, as amended, and as it may hereafter be
amended, modified, or restated from time to time and that certain Credit
Agreement entered into by and between Steak n Shake Operations, Inc. and Fifth
Third Bank, dated as of September 30, 2009, as amended on February 2, 2010, and
as it may be hereafter modified or restated from time to time.

       

      "GAAP."  Generally
accepted accounting principles in the United States.

       

      "Holder" or "Debentureholder."  A
Person in whose name a Debenture is registered.

       

      "Indenture."  This
Indenture as amended from time to time, including the terms of the Debentures
and any amendments.

       

      "Interest Rate Hedging
Agreements."  With respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      "Officers'
Certificate."  A certificate signed by two Officers, at least
one of whom shall be the principal executive officer, principal financial
officer or principal accounting officer of the Company.  See Section 11.03 and
Section
11.04.

       

      "Opinion of
Counsel."  Written opinion from legal counsel who is acceptable
to the Trustee.  See Section 11.03 and
Section
11.04.

       

      "Person."  Any
individual, corporation, partnership, joint venture, association, limited
liability company, joint stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.

       

      "Principal" of a Debenture
means the principal of the Debenture plus the premium, if any, on the Debenture
which is due or overdue or is to become due at the relevant time.

       

      "Proceeding."  A
liquidation, dissolution, bankruptcy, insolvency, reorganization, receivership
or similar proceeding under Bankruptcy Law, an assignment for the benefit of
creditors, any marshalling of assets or liabilities, or winding up or
dissolution, but shall not include any transaction permitted by and made in
compliance with Article
V.

       

      "Representative."  The
indenture trustee or other trustee, agent or representative for an issue of
Senior Debt.

       

      "SEC."  The U.S.
Securities and Exchange Commission.

       

      "Senior
Debt."  (i) Debt of the Company under or in respect of any
Credit Facility, whether for principal, interest (including interest accruing
after the filing of a petition initiating any proceeding pursuant to any
Bankruptcy Law, whether or not the claim for such interest is allowed as a claim
in such proceeding), reimbursement obligations, fees, commissions, expenses,
indemnities or other amounts and (ii) any other Debt of the Company
permitted under the terms of this Indenture, unless the instrument under which
such Debt is incurred or issued expressly provides that it is on a parity with
or subordinated in right of payment to the Debentures. Notwithstanding anything
to the contrary in the foregoing sentence, Senior Debt shall not include
(i) any liability for federal, state, local or other taxes owed or owing by
the Company, (ii) any Debt of the Company to any of its Subsidiaries or
other Affiliates, (iii) any trade payables, (iv) any Debt that is
incurred in violation of this Indenture (other than Debt under any Credit
Facility that is incurred on the basis of a representation by the Company to the
applicable lenders that it is permitted to incur such Debt under this Indenture)
or (v) Debt that, if it were treated as Senior Debt at the time when it was
incurred, would have caused the total unpaid principal amount of Senior Debt of
the Company that would then be outstanding to have exceeded
$50,000,000.

       

      "Subsidiary."  In
respect of any Person, any corporation, association, partnership or other
business entity of which more than 50% of the total voting power of shares of
capital stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers, general partners or trustees thereof is at the time owned
or controlled, directly or indirectly, by (i) such Person; (ii) such Person and
one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of
such Person.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      "TIA."  The Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect
on the date of this Indenture, except as provided in Section 1.04 and
Section
9.03.

       

      "Trust
Officer."  Any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters or to whom a
matter concerning the Indenture may be referred.

       

      "Trustee."  The
party named as such above until a successor replaces it and thereafter means the
successor.  See also Section
10.14.

       

      "U.S. Government
Obligations."  Securities that are direct, noncallable,
nonredeemable obligations of, or noncallable, nonredeemable obligations
guaranteed by, the United States for the timely payment of which obligation or
guarantee the full faith and credit of the United States is pledged, or funds
consisting solely of such securities, including funds managed by the Trustee or
one of its Affiliates (including such funds for which it or its Affiliates
receives fees in connection with such management).

       

      "Unfunded Capital
Expenditures."  For any period tested, a dollar amount not less
than zero equal to the Company's capital expenditures as shown under "Investing
Activities" in the Company's consolidated statement of cash flows for such
period in accordance with GAAP, minus the sum of (i) proceeds from property and
equipment disposals under "Investing Activities" in the Company's consolidated
statement of cash flows for such period in accordance with GAAP, and (ii)
proceeds from the issuance of long-term debt and from sale-leaseback
transactions included under "Financing Activities" in the Company's consolidated
statement of cash flows for such period in accordance with GAAP.

       

      Section
1.02.     Other
Definitions.

      
        
           

          
            	
                    Term

                  	
                    Defined in
      Section

                  
	
                    "Bankruptcy
      Law"

                  	
                    6.01

                  
	
                    "Custodian"

                  	
                    6.01

                  
	
                    "Defaulted
      Interest"

                  	
                    2.13

                  
	
                    "Distribution"

                  	
                    10.14

                  
	
                    "Fixed Charge Coverage
      Ratio"

                  	
                    4.02

                  
	
                    "Event of
      Default"

                  	
                    6.01

                  
	
                    "incur"

                  	
                    4.03

                  
	
                    "Junior
      Debentures"

                  	
                    10.13

                  
	
                    "Legal
      Holiday"

                  	
                    11.06

                  
	
                    "Notice"

                  	
                    11.01

                  
	
                    "Officer"

                  	
                    11.09

                  
	
                    "Paying
      Agent"

                  	
                    2.03

                  
	
                    "Payment Blockage
      Period"

                  	
                    10.14

                  
	
                    "Proceeding"

                  	
                    1.01

                  
	
                    "Registrar"

                  	
                    2.03

                  
	
                    "Senior Debt Default
      Notice"

                  	
                    10.14

                  
	
                    "Senior Debt Payment
      Default"

                  	
                    10.14

                  
	
                    "Tangible
      Liabilities"

                  	
                    4.03

                  
	
                    "Tangible Net
      Worth"

                  	
                    4.03

                  


          

          

            
              
                 


              

              
                5

                
                  

                

              

              
                 


              

            

          

           

        

      

      Section
1.03.     Rules of
Construction.  Unless the context otherwise
requires:

       

      (a)     a
term defined in Section 1.01 or Section 1.02 has the
meaning assigned to it therein, and terms defined in the TIA have the meanings
assigned to them in the TIA;

       

      (b)     an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

       

      (c)     "or" is not
exclusive;

       

      (d)     words
in the singular include the plural, and words in the plural include the
singular;

       

      (e)     provisions
apply to successive events and transactions;

       

      (f)     "herein,"
"hereof" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision;
and

       

      (g)     "including"
means including without limitation.

       

      Section
1.04.     Trust
Indenture Act.  The provisions of TIA Sections 310 through 317
that impose duties on any Person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture upon and so long as the Indenture and Debentures are
subject to the TIA.  If any provision of this Indenture limits,
qualifies or conflicts with such duties, the imposed duties shall
control.  If a provision of the TIA requires or permits a provision of
this Indenture and the TIA provision is amended, then the Indenture provision
shall be automatically amended to like effect.

       

      ARTICLE
II

      THE
DEBENTURES

       

      Section
2.01.     Form and
Dating.  The Debentures and the certificate of authentication
shall be substantially in the form of Exhibit A, which is hereby
incorporated in and expressly made a part of this Indenture.  The
Debentures may have notations, legends or endorsements required by Section 2.11, law,
stock exchange rule, automated quotation system, agreements to which the Company
is subject, or usage.  Each Debenture shall be dated the date of its
authentication (which, in the case of the original issuance of a Debenture,
shall be deemed to be as of March 30, 2010).  The Debentures shall be
in denominations of $1,000.00 and whole multiples of
$1,000.00.   If and when the corporate name of the Company is
changed (as proposed as of the date of this Indenture)  from "The
Steak n Shake Company" to "Biglari Holdings Inc.," then the corporate name
(wherever it appears on the form of the Debentures) shall be changed accordingly
but it shall not be necessary for the Trustee, or the Company or its agents, to
call in any Debenture certificates issued prior to that name change solely to
effect the change of corporate name on the face or reverse sides of such
certificates.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Section
2.02.     Execution
and Authentication.  Two Officers shall sign the Debentures for
the Company by manual or facsimile signature.

       

      If an
Officer whose signature is on a Debenture no longer holds that office at the
time the Debenture is authenticated, the Debenture is still valid.

       

      A
Debenture shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the
Debenture.  The signature shall be conclusive evidence that the
Debenture has been authenticated under this Indenture.

       

      The
Trustee shall authenticate Debentures for original issue up to the amount stated
in paragraph 4 of Exhibit A in
accordance with an Officers' Certificate of the Company.  The
aggregate principal amount of Debentures outstanding at any time may not exceed
that amount except as provided in Section 2.07. In
accepting the responsibilities under this Indenture in relation to such
Debentures, the Trustee shall receive, and (subject to Section 7.01) will be
fully protected in relying upon, an Opinion of Counsel stating that the
Indenture and such Debentures, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of the
Company enforceable in accordance with their terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or
other laws relating to or affecting creditors' rights and by general principles
of equity; and that all laws and requirements in respect of the execution and
delivery by the Company of such Debentures have been complied with.

       

      The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Debentures.  An authenticating agent may authenticate
Debentures whenever the Trustee may do so.  Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with the Company or an Affiliate.

       

      Section
2.03.     Agents.  The
Company shall maintain an office or agency where Debentures may be presented for
registration of transfer or for exchange ("Registrar"), where
Debentures may be presented for payment ("Paying
Agent").  Whenever the Company must issue or deliver Debentures
pursuant to this Indenture, the Trustee shall authenticate the Debentures at the
Company's request.  The Registrar shall keep a register of the
Debentures and of their transfer and exchange.

       

      The
Company may appoint more than one Registrar or Paying Agent.  The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture.  If the Company does not appoint another
Registrar or Paying Agent, the Trustee shall act as such.

       

      Prior to
due presentment of a Debenture for registration of transfer, the Company, the
Trustee, and any agent of the Company or the Trustee may treat the Person in
whose name such Debenture is registered as the owner of such Debenture for the
purpose of receiving payment of principal of and any interest on such Debenture
and for all other purposes whatsoever.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Section
2.04.     Paying
Agent To Hold Money in Trust.  At least one Business Day prior
to each due date of the Principal and interest on any Debenture, the Company
shall deposit with the Paying Agent a sum sufficient to pay such Principal and
interest when so becoming due.  The Company shall require each Paying
Agent (other than the Trustee) to agree in writing that the Paying Agent will
hold in trust for the benefit of Debentureholders or the Trustee all money held
by the Paying Agent for the payment of the Principal of or interest on the
Debentures, will notify the Trustee of any Default by the Company in making any
such payment, and will comply with ARTICLE
XI.  While any such Default continues, the Trustee may require
a Paying Agent to pay all money held by it to the Trustee.  The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying
Agent.  Upon complying with this Section, the Paying Agent shall have
no further liability for the money delivered to the Trustee.  If the
Company or any Affiliate acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund.

       

      Section
2.05.     Debentureholder
Lists.  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Debentureholders.  If the Trustee is not the Registrar,
the Company shall furnish to the Trustee, in writing at least ten (10) Business
Days before each interest payment date and at such other times as the Trustee
may request, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Debentureholders.

       

      Section
2.06.     Transfer
and Exchange.  The Debentures shall be issued in registered
form and shall be transferable only upon surrender of a Debenture for
registration of transfer.  When a Debenture is presented to the
Registrar with a request to register a transfer or to exchange them for an equal
principal amount of Debentures of other denominations, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met and the Debenture has not been redeemed.  The
Company may charge a reasonable fee for any registration of transfer or exchange
but not for any exchange pursuant to Section 2.10, Section 3.07, Section 9.05 or Section
10.02.

       

      All
Debentures issued upon any transfer or exchange pursuant to the terms of this
Indenture will evidence the same debt and will be entitled to the same benefits
under this Indenture as the Debentures surrendered upon such transfer or
exchange.

       

      Section
2.07.     Replacement
Debentures.  If the Holder of a Debenture claims that the
Debenture has been lost, destroyed or wrongfully taken, then, in the absence of
notice to the Company that the Debenture has been acquired by a protected
purchaser, the Company shall issue a replacement Debenture.  If
required by the Trustee or the Company, an indemnity bond must be provided which
is sufficient in the judgment of both to protect the Company, the Trustee and
the Agents from any loss which any of them may suffer if a Debenture is
replaced.  The Company or the Trustee may charge the Holder for its
expenses in replacing a Debenture.

       

      Every
replacement Debenture is an additional obligation of the
Company.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      Section
2.08.     Outstanding
Debentures.

       

      (a)     Debentures
outstanding at any time are all Debentures authenticated by the Trustee except
for those canceled by the Registrar, those delivered to it for cancellation and
those described in this Section as not outstanding.  A Debenture does
not cease to be outstanding because the Company or an Affiliate holds the
Debenture.

       

      (b)     If
a Debenture is replaced pursuant to Section 2.07, it
ceases to be outstanding unless the Company receives proof satisfactory to it
that the replaced Debenture is held by a protected purchaser.

       

      (c)     If
Debentures are considered paid under Section 4.01, they
cease to be outstanding and interest on them ceases to accrue.

       

      Section
2.09.     Treasury
Debentures
Disregarded for Certain Purposes.  In determining whether the
Holders of the required Principal amount of Debentures have concurred in any
direction, waiver or consent, Debentures owned by the Company or an Affiliate
shall be disregarded and deemed not to be outstanding, except that, for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Debentures which the Trustee knows are
so owned shall be so disregarded.  Debentures so owned which have been
pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to deliver any such direction,
waiver or consent with respect to the Debentures and that the pledgee is not the
Company or any other obligor upon the Debentures or any Affiliate of the Company
or of such other obligor.

       

      Section
2.10.     Temporary
Debentures.  Until definitive Debentures are ready for
delivery, the Company may use temporary Debentures.  Temporary
Debentures shall be substantially in the form of definitive Debentures but may
have variations that the Company considers appropriate for temporary
Debentures.  Without unreasonable delay, the Company shall deliver
definitive Debentures in exchange for temporary Debentures.

       

      Section
2.11.     Global
Debentures.  The Company may issue some or all of the
Debentures in temporary or permanent global form.  The Company may
issue a global Debenture only to a depository.  A depository may
transfer a global Debenture only to its nominee or to a successor
depository.  Interests in a global Debenture may be exchanged for
definitive Debentures, or a definitive Debenture may be exchanged for interests
in a global Debenture,       as directed by
the Debentureholder or the depository in accordance with its
procedures.  A global Debenture shall represent the amount of
Debentures specified in the global Debenture, as reflected in the schedule of
exchanges to such global Debenture substantially in the form of Exhibit
B.  A global Debenture may have variations that the depository
requires or that the Company considers appropriate for such a
security.

       

      Beneficial
owners of part or all of a global Debenture are subject to the rules of the
depository as in effect from time to time.

       

      The
Company, the Trustee and the Agents shall not be responsible for any acts or
omissions of a depository, for any depository records of beneficial ownership
interests or for any transactions between the depository and beneficial
owners.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Section
2.12.     Cancellation.  The
Company at any time may deliver Debentures to the Trustee for
cancellation.  The Paying Agent, if not the Trustee, shall forward to
the Trustee any Debentures surrendered to them for payment.  The
Trustee shall cancel all Debentures surrendered for registration of transfer,
exchange, payment, or cancellation and shall dispose of canceled Debentures
according to its standard procedures.  The Company may not issue new
Debentures to replace Debentures that it has paid or which have been delivered
to the Trustee for cancellation.

       

      Section
2.13.     Defaulted
Interest.  If the Company defaults in a payment of interest on
the Debentures ("Defaulted Interest") such Defaulted Interest shall cease to be
payable to the Debentureholder on the relevant record date and shall be paid by
the Company, at its election, under either (1) or (2) below:

       

      (a)     The
Company may pay the Defaulted Interest together with interest thereon to the
Persons which are Debentureholders on a subsequent special record
date.  The Company shall notify the Trustee of the amount of Defaulted
Interest together with interest thereon to be paid and pay over such amount to
the Trustee.  The Trustee shall then fix a special record date and at
the Company's expense shall notify Debentureholders not less than 10 days prior
to such special record date of the proposed payment, of the special record date,
and of the payment date.

       

      (b)     The
Company may make payment of Defaulted Interest together with interest thereon in
any lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Debentures may be listed or
designated for issuance.  The Company shall give prompt notice to the
Trustee and Debentureholders that it intends to make payment pursuant to this
Section 2.13(b)
and of the special record date of the proposed payment, and of the payment date.
Such notice shall be delivered by the Company to the Trustee not less than 10
days prior to such special record date of the proposed payment.

       

      Section
2.14.     CUSIP
Numbers.  The Company in issuing the Debentures may use CUSIP
numbers, if then generally in use, and the Trustee may use such numbers in any
notice, including any notice of redemption or exchange, with respect to such
Debentures provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Debentures or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee in writing of any change in the CUSIP numbers. If
and when the CUSIP number originally assigned for the Debentures is changed as a
consequence of the change in the corporate name of the Company (as proposed as
of the date of this Indenture)  from "The Steak n Shake Company" to
"Biglari Holdings Inc.," then the CUSIP number (wherever it appears on the form
of the Debentures) for the Debentures shall be changed accordingly but it shall
not be necessary for the Trustee, or the Company or its agents, to request that
holders of Debenture certificates issued prior to that change in CUSIP
number be surrendered for re-issuance, solely to reflect the change of
CUSIP number on the face or reverse sides of such certificates.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      ARTICLE
III

      REDEMPTION

       

      Section
3.01.     General.  The
Debentures are not redeemable by the Company at any time prior to March 30,
2011.  From and after March 30, 2011, the Company may, at its
option, redeem the Debentures, in whole or in part, subject to compliance with
Article III of
this Indenture, at a redemption price equal to 100% of the principal amount of
the Debentures to be redeemed. The Company's right to redeem Debentures under
this Article
III may not be exercised if and for so long as the Company has failed to
pay interest on any Debenture when the same becomes due and
payable.

       

      Section
3.02.     Notice to
Trustee.

       

      (a)     If
Debentures are to be redeemed, the Company shall notify the Trustee of the
redemption date, the Principal amount of Debentures to be redeemed and the
provision of the Debentures permitting or requiring the redemption.

       

      (b)     The
Company shall give each notice provided for in this Section at least 50 days
before the redemption date unless a shorter period is satisfactory to the
Trustee. If fewer than all the Debentures are to be redeemed, the record
date relating to such redemption shall be selected by the Company and given to
the Trustee, which record date shall be not less than 15 days prior to the
redemption date.

       

      Section
3.03.     Selection
of Debentures To Be Redeemed.  If less than all the Debentures
are to be redeemed, the Trustee shall select the Debentures to be redeemed by a
method that complies with the requirements, if any, of any stock exchange on
which the Debentures are listed and that the Trustee considers fair and
appropriate, which may include selection pro rata or by lot.  The
Trustee shall make the selection from Debentures outstanding not previously
called for redemption.  The Trustee may select for redemption portions
of the Principal of Debentures that have denominations larger than
$1,000.  Debentures and portions thereof selected by the Trustee shall
be in amounts of $1,000 or whole multiples of $1,000.  Provisions of
this Indenture that apply to Debentures called for redemption also apply to
portions of Debentures called for redemption.  Global Debentures shall
be selected for redemption in accordance with the procedures of the
depository.

       

      Section
3.04.     Notice of
Redemption.  At least 30 days but not more than 60 days before
a redemption date, the Company shall mail a notice of redemption to each Holder
whose Debentures are to be redeemed.

       

      The
notice shall state that it is a notice of redemption, identify the Debentures to
be redeemed and shall state:

       

      (a)     the
redemption date;

       

      (b)     the
redemption price;

       

      (c)     the
name and address of the Paying Agent;


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (d)     that
Debentures called for redemption must be surrendered to the Paying Agent to
collect the redemption price;

       

      (e)     that,
unless the Company defaults in making such redemption payment or the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture, interest on Debentures (or portion thereof) called for redemption
ceases to accrue on and after the redemption date; and

       

      (f)     list
the CUSIP number of the Debentures and state that no representation is made as
to the correctness or accuracy of the CUSIP number, if any, listed in such
notice or printed on the Debentures.

       

      At the
Company's request, the Trustee shall give the notice of redemption in the
Company's name and at its expense.

       

      Section
3.05.     Effect of
Notice of Redemption.  Once notice of redemption is mailed,
Debentures called for redemption become due and payable on the redemption date
at the redemption price.  Upon surrender to the Paying Agent, such
Debentures shall be paid at the redemption price stated in the notice, plus
accrued interest to the redemption date.  Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.

       

      Section
3.06.     Deposit
of Redemption Price.  At least one Business Day prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or any Affiliate is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of, and accrued interest on, all
Debentures to be redeemed on that date other than Debentures or portions of
Debentures called for redemption which have been delivered by the Company to the
Registrar for cancellation.  Unless the Company shall default in the
payment of Debentures (and accrued interest) called for redemption, interest on
such Debentures shall cease to accrue after the redemption date.

       

      Section
3.07.     Debentures
Redeemed in Part.  Upon surrender of a Debenture that is
redeemed in part, the Company shall deliver to the Holder (at the Company's
expense) a new Debenture equal in Principal amount to the unredeemed portion of
the Debenture surrendered.

       

      ARTICLE
IV

      COVENANTS

       

      Section
4.01.     Payment
of Debentures. The Company shall pay or cause to be paid the
Principal of and interest on the Debentures on the dates and in the manner
provided in the Debentures and this Indenture.  Principal and
interest shall be considered paid on the date due if the Paying Agent (if other
than the Company or an Affiliate thereof) holds as of 10:00 a.m. Eastern Time on
the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all Principal and interest then
due.  The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue Principal at the rate
equal to two percent per annum in excess of the then applicable interest rate on
the Debentures to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
Defaulted Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      Section
4.02.     Restrictions on
Dividends and
Other Payments.
The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly:  (i) declare or pay a dividend or make any
other payment or distribution on account of the Company's Equity Interests
(including, without limitation, any payment to holders of the Company's Equity
Interests in connection with any merger or consolidation involving the Company)
or to the direct or indirect holders of the Company's Equity Interests in their
capacity as such; (ii) purchase, redeem or otherwise acquire or retire for
value any Equity Interests of the Company in excess of $2,000,000 in the
aggregate during any 12-month period; (iii) make any principal payment on,
or purchase, redeem, defease or otherwise acquire or retire for value any Debt
that is subordinated to the Debentures, except at final maturity (all such
payments and other actions set forth in clauses (i) through
(iii) above being collectively referred to as "Restricted Payments"),
unless, at the time of and after giving effect to such Restricted Payment: (a)
no Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof and (ii) the Company's Fixed Charge Coverage
Ratio for the period of four consecutive fiscal quarters ended with the
fiscal quarter most recently completed before the date of such Restricted
Payment, shall (on a pro forma basis, as adjusted to give effect to such
Restricted Payment as if it had been made as of the close of business on the
last day of such period) have been greater than or equal to 1.30 to
1.00.

       

      Section
4.03.     Restrictions
on Debt. Subject to the
provisions of Section 4.08, the Company shall not create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Debt, and shall not
permit any Subsidiary to incur any Debt, unless (i) no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence
thereof and (ii) the Company's Fixed Charge Coverage Ratio for the period of
four (4) consecutive fiscal quarters ended with the fiscal quarter most recently
completed before the date such is incurred, shall (on a pro forma basis, as
adjusted to give effect to the incurrence of such Debt as if it had been
incurred as of the close of business on the last day of such period) have been
greater than or equal to 1.30 to 1.00.

       

      Section
4.04.     SEC
Reports.  The Company shall file with the Trustee within 15
days after it files them with the SEC copies of the annual reports and of the
information, documents and other reports which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.  The
Company will cause any quarterly and annual reports which it makes available to
its stockholders to be mailed to the Holders.  The Company will also
comply with the other provisions of TIA Section 314(a).  Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute notice or
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

       

      Section
4.05.     Compliance
Certificate.  The Company shall deliver to the Trustee, within
90 days after the end of each fiscal year of the Company, an Officers'
Certificate (that need not comply with the provisions of Section 11.04)
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officer(s) with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge, in such Officer's capacity as an Officer of the
Company:


      
        
           


        

        
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      (a)     the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default (without regard to grace
periods or notice requirements) in the performance or observance of any of the
terms, provisions and conditions of this Indenture, or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto; and

       

      (b)     no
event has occurred and remains in existence by reason of which payments on
account of the Principal of or interest on the Debentures are prohibited or
if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.

       

      Section
4.06.     Notice of
Certain Events.  The Company shall give prompt written notice
to the Trustee and any Paying Agent of (i) any Proceeding, (ii) any
Default or Event of Default, (iii) any cure or waiver of any Default or
Event of Default, (iv) any Senior Debt Payment Default or Senior Debt
Default Notice, and (v) if and when the Debentures are listed on any stock
exchange.

       

      Section
4.07.     Corporate
Existence. Except as permitted by Article V hereof, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and all rights (charter and statutory) of the
Company.

       

      Section
4.08.     Senior
Debt Limitation. Notwithstanding the provisions of Section 4.03
hereof, the Company shall not incur, create, issue, assume, guarantee or
otherwise become liable for any Debt (other than Debt that is Senior Debt at the
time that the Company incurs, creates, issues, assumes, guarantees, or otherwise
becomes liable therefor) that is senior in any respect in right of payment to
the Debentures.

       

      ARTICLE
V

      SUCCESSORS

       

      Section
5.01.     When
Company May Merge, etc.  The Company shall not consolidate or
merge with or into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets, in one or more related
transactions, to any Person unless:

       

      (a)     either
the Company shall be the resulting or surviving entity or such Person is a
corporation organized and existing under the laws of the United States, a State
thereof or the District of Columbia;

       

      (b)     if
the Company is not the resulting or surviving entity, such Person assumes by
supplemental indenture all the obligations of the Company under the Debentures
and this Indenture; and


      
        
           


        

        
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      (c)     immediately
before and immediately after giving effect to such transaction or series of
transactions no Default exists.

       

      The
Company shall deliver to the Trustee prior to the proposed transaction an
Officers' Certificate and an Opinion of Counsel, each of which shall state that
such consolidation, merger or transfer and such supplemental indenture comply
with this ARTICLE
V and that all conditions precedent herein provided for relating to such
transaction and the execution and delivery of such supplemental indenture have
been complied with.

       

      Section
5.02.     Successor
Corporation Substituted.  Upon any consolidation or merger, or
any sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 5.01, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and the Debentures with the same effect as if such successor corporation had
been named as the Company herein and in the Debentures.  Thereafter
the obligations of the Company under the Debentures and Indenture shall
terminate except for (i) obligations the Company may have under a
supplemental indenture pursuant to Article IX and
(ii) in the case of a sale, assignment, transfer, lease, conveyance or
other disposition of the assets of the Company, the obligation to pay the
Principal of and interest on the Debentures.

       

      ARTICLE
VI

      DEFAULTS AND
REMEDIES

       

      Section
6.01.     Events of
Default.  An "Event of Default" occurs if:

       

      (a)     the
Company fails to pay interest on any Debenture when the same becomes due and
payable and such failure continues for a period of 10 days, whether or not such
payment is prohibited by the provisions of Article X;

       

      (b)     the
Company fails to pay the Principal of any Debenture when the same becomes due
and payable at maturity, upon redemption or otherwise, whether or not such
payment is prohibited by the provisions of Article X;

       

      (c)     the
Company fails to observe or perform any covenant, condition or agreement on the
part of the Company to be observed or performed pursuant to Article V;

       

      (d)     the
Company fails to comply with any of its other agreements or covenants in, or
provisions of, the Debentures or this Indenture and such failure continues for
the period and after the notice specified below;

       

      (e)     a
default occurs under any Senior Debt of the Company, whether such Senior Debt
now exists or shall be created hereafter, which default results in the
acceleration of such Senior Debt prior to its express maturity; provided, that if any such
acceleration is rescinded, or such Senior Debt is repaid, within a period
of 10 days from the continuation of such default beyond the occurrence of
such acceleration, as the case may be, such Event of Default under this
Indenture and any consequential acceleration of the Debentures shall be
automatically rescinded;


      
        
           


        

        
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      (f)     the
Company pursuant to or within the meaning of any Bankruptcy Law:

       

      (i)     commences
a voluntary case or proceeding,

       

      (ii)     consents
to the entry of an order for relief against it in an involuntary case or
proceeding,

       

      (iii)     consents
to the appointment of a Custodian of it or for all or substantially all of its
property, or

       

      (iv)     makes
a general assignment for the benefit of its creditors; or

       

      (g)     a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

       

      (i)     is
for relief against the Company in an involuntary case or
proceeding,

       

      (ii)     appoints
a Custodian of the Company for all or substantially all of its property,
or

       

      (iii)     orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for 60 days.

       

      The
foregoing will constitute Events of Default whatever the reason for any such
Event of Default, whether it is voluntary or involuntary, a consequence of the
application of ARTICLE
XI, or is effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body.

       

      The term
"Bankruptcy Law" means title 11 of the U.S. Code or any other U.S. federal or
state law relating to bankruptcy, insolvency, winding up, liquidation,
receivership, reorganization or relief of debtors.  The term
"Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

       

      A Default
under clause (d) is not an Event of Default until the Trustee or the Holders of
at least 25% in Principal amount of the Debentures notify the Company and the
Trustee of the Default and the Company does not cure the Default, or it is not
waived, within 45 days after receipt of the notice.  The notice must
specify the Default, demand that it be remedied to the extent consistent with
law, and state that the notice is a "Notice of Default."

       

      Section
6.02.     Acceleration.  If
an Event of Default (other than an Event of Default specified in clause
(e) or (f) of Section 6.01) occurs and is continuing, the Trustee
by notice to the Company, or the Holders of at least 25% in Principal amount of
the Debentures by notice to the Company and the Trustee, may declare the
Principal of and accrued and unpaid interest on all the Debentures to be due and
payable.  Upon such declaration the Principal and interest shall be
due and payable immediately.  If an Event of Default
specified in clause (e) or (f) of Section 6.01
occurs with respect to the Company, all the Principal of and accrued and
unpaid interest on all the Debentures shall automatically become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.


      
        
           


        

        
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      The
Holders of a majority in Principal amount of the Debentures by notice to the
Company and the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and if all existing Events of Default have been cured or
waived except nonpayment of Principal or interest that has become due solely
because of the acceleration.

       

      Section
6.03.     Other
Remedies.  If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of Principal or
interest on the Debentures or to enforce the performance of any provision of the
Debentures or this Indenture.

       

      The
Trustee may maintain a proceeding even if it does not possess any of the
Debentures or does not produce any of them in the proceeding.  A delay
or omission by the Trustee or any Debentureholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  All
remedies are cumulative to the extent permitted by law.

       

      Section
6.04.     Waiver of
Past Defaults.  The Holders of a majority in Principal amount
of the Debentures by notice to the Trustee may waive an existing Default and its
consequences except:

       

      (a)     a
Default in the payment of the Principal of or interest on any
Debenture;

       

      (b)     a
Default with respect to a provision that under Section 9.02 cannot
be amended without the consent of each Debentureholder affected.

       

      Section
6.05.     Control
by Majority.  The Holders of a majority in Principal amount of
the Debentures may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee.  However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, is unduly
prejudicial to the rights of other Debentureholders, or would involve the
Trustee in personal liability or expense for which the Trustee has not received
a satisfactory indemnity.

       

      Section
6.06.     Limitation
on Suits.  A Debentureholder may pursue a remedy with respect
to this Indenture or the Debentures only if:

       

      (a)     the
Holder gives to the Trustee notice of a continuing Event of
Default;

       

      (b)     the
Holders of at least 25% in Principal amount of the Debentures make a request to
the Trustee to pursue the remedy and such Holders have offered to the
Trustee indemnity satisfactory to the Trustee against the costs, expenses, and
liabilities to be incurred in compliance with such request;

       

      (c)     the
Trustee either (i) gives to such Holders notice it will not comply with the
request, or (ii) does not comply with the request within 15 days after
receipt of the request; and


      
        
           


        

        
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      (d)     the
Holders of a majority in Principal amount of the Debentures do not give the
Trustee a direction inconsistent with the request prior to the earlier of the
date, if ever, on which the Trustee delivers a notice under Section 6.06(c)(i)
or the expiration of the period described in Section 6.06(c)(ii).

       

      A
Debentureholder may not use this Indenture to prejudice the rights of another
Debentureholder or to obtain a preference or priority over another
Debentureholder. The Trustee shall mail to all Holders any notice it receives
from Holders under this Section and of any notice the Trustee provides pursuant
to Section
6.06(c)(i).

       

      Section
6.07.     Rights of
Holders To Receive Payment.  Notwithstanding any other
provision of this Indenture, the right of any Holder of a Debenture to receive
payment of Principal and interest on the Debenture, on or after the respective
due dates expressed in the Debenture, or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of the Holder.

       

      Nothing
in this Indenture limits or defers the right or ability of Holders to petition
for commencement of a case under applicable Bankruptcy Law to the extent
consistent with such Bankruptcy Law.

       

      Section
6.08.     Collection
Suit by Trustee.  If an Event of Default in the payment of
Principal or interest specified in clause (a) or (b) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
Principal and accrued interest remaining unpaid, together with, to the extent
that payment of such interest is lawful, interest on overdue principal and on
overdue Defaulted Interest, in each case at the rate per annum borne by the
Debentures and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

       

      Section
6.09.     Trustee
May File Proofs of Claim.  The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to the
Company, its creditors or its property and shall be entitled and empowered to
collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07,
and to the extent that such payment of the reasonable compensation, expenses,
disbursements and advances in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other property
which the Holders may be entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to, or, on behalf of any Holder, to authorize, accept or adopt any
plan of reorganization, arrangement, adjustment or composition affecting the
Debentures or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding. The Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and be a member of a creditors' or other similar
committee.


      
        
           


        

        
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      Section
6.10.     Priorities. After
an Event of Default any money or other property distributable in respect of the
Company's obligations under this Indenture shall be paid in the following
order:

       

      First:  to
the Trustee (including any predecessor Trustee) for amounts due or reasonably
anticipated to become due under Section
7.07;

       

      Second:  to
holders of Senior Debt to the extent required by ARTICLE
XI;

       

      Third:  to
Debentureholders for amounts due and unpaid on the Debentures for Principal and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Debentures for Principal and interest,
respectively; and

       

      Fourth:  to
the Company.

       

      The
Trustee may fix a record date and payment date for any payment to
Debentureholders.

       

      Section
6.11.     Undertaking
for Costs.  In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken or omitted by it as Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant.  This Section does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07 or a
suit by Holders of more than 10% in Principal amount of the
Debentures.

       

      Section
6.12.     Actions
of a Holder.  For the purpose of providing any consent, waiver
or instruction to the Company or the Trustee, a "Holder" or "Debentureholder"
shall include a Person who provides to the Company or the Trustee, as the case
may be, an affidavit of beneficial ownership of a Debenture together with a
satisfactory indemnity against any loss, liability or expense to such party to
the extent that it acts upon such affidavit of beneficial ownership (including
any consent, waiver or instructions given by a Person providing such affidavit
and indemnity).


      
        
           


        

        
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      ARTICLE
VII

      TRUSTEE

       

      Section
7.01.     Duties of
Trustee.

       

      (a)     If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of its own affairs.

       

      (b)     Except
during the continuance of an Event of Default:

       

      (i)     The
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others.

       

      (ii)     In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.

       

      (c)     The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except
that:

       

      (i)     This
paragraph does not limit the effect of paragraph (b) of this
Section.

       

      (ii)     The
Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts.

       

      (iii)     The
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05 or
in accordance with the direction of the Holders of a majority in principal
amount of the Outstanding Debentures relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any right or power conferred upon the Trustee, under this
Indenture.

       

      (iv)     The
Trustee may refuse to perform any duty or exercise any right or power which
would require it to expend its own funds or risk any liability if it shall
reasonably believe that repayment of such funds or adequate indemnity against
such risk is not reasonably assured to it.

       

      (d)     Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.

       

      (e)     The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree with the Company in writing. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.


      
        
           


        

        
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      Section
7.02.     Rights of
Trustee.

       

      (a)     The
Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person.  The Trustee need not
investigate any fact or matter stated in the document.

       

      (b)     Before
the Trustee acts or refrains from acting, it may require an Officers'
Certificate or an Opinion of Counsel.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or an Opinion of Counsel.  The Trustee may also
consult with counsel on any matter relating to the Indenture or the Debentures
and the Trustee shall not be liable for any action it takes or omits to take in
good faith in reliance on the advice of such counsel or in reliance on any
Opinion of Counsel.

       

      (c)     The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.

       

      (d)     The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or
powers.

       

      (e)     Except
in connection with compliance with TIA Section 310 or 311, the Trustee shall
only be charged with knowledge of Trust Officers.

       

      Section
7.03.     Individual
Rights of Trustee; Disqualification.  The Trustee in its
individual or any other capacity may become the owner or pledgee of Debentures
and may otherwise deal with the Company or an Affiliate of the Company with the
same rights it would have if it were not Trustee.  Any Agent may do
the same with like rights.  However, the Trustee is subject to TIA
Sections 310(b) and 311. Any other indenture of the Company is excluded from TIA
Section 310(b) to the maximum extent allowable by the TIA.

       

      Section
7.04.     Trustee's
Disclaimer.  The Trustee shall have no responsibility for the
validity or adequacy of this Indenture or the Debentures. It shall not be
accountable for the Company's use of the proceeds from the Debentures, shall not
be responsible for any statement in the Debentures other than its
authentication, and shall not be responsible for any document or statement in
connection with the issuance or sale of the Debentures.

       

      Section
7.05.     Notice of
Defaults.  If a continuing Default is known to the Trustee, the
Trustee shall mail to Debentureholders a notice of the Default within 90 days
after it occurs.  Except in the case of a Default in payment on any
Debenture, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is in
the interests of Debentureholders. 

       

      Section
7.06.     Reports
by Trustee to Holders.  If required pursuant to TIA Section
313(a), within 60 days after the reporting date stated in Section 11.09, the Trustee
shall mail to Debentureholders a brief report dated as of such reporting date
that complies with TIA Section 313(a).  The Trustee also shall comply
with TIA Section 313(b)(2).


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      A copy of
each report at the time of its mailing to Debentureholders shall be filed with
the SEC and each stock exchange on which the Debentures are
listed.  The Company hereby notifies the Trustee the Debentures have
been listed on the New York Stock Exchange, and will notify the Trustee if the
Debentures are listed on any other stock exchange or cease being listed on the
New York Stock Exchange.

       

      Section
7.07.     Compensation
and Indemnity.  The Company shall pay to the Trustee from time
to time reasonable compensation for its services, including for any Agent
capacity in which it acts.  The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it.  Such expenses shall
include the reasonable compensation and out-of-pocket expenses of the Trustee's
agents and counsel.

       

      The
Company shall indemnify the Trustee against any loss, liability or expense
incurred by it including in any Agent capacity in which it acts.  The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and
the Company shall pay the reasonable fees and expenses of such
counsel.

       

      The
Company need not pay for any settlement made without its consent, which consent
shall not unreasonably be withheld.  The Company need not reimburse
any expense or indemnify against any loss or liability incurred by the Trustee
through negligence, willful misconduct or bad faith.

       

      To secure
the Company's payment obligations in this Section, the Trustee shall have a lien
prior to the Debentures on all money or property held or collected by the
Trustee, except that held in trust to pay Principal and interest on particular
Debentures.

       

      Without
prejudice to its rights hereunder, when the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.01(f) or
(g) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.

       

      The
provisions of this Section shall survive the satisfaction and discharge or
termination of this Indenture, the resignation or removal of the Trustee, and
the defeasance of the Debentures.

       

      Section
7.08.     Replacement
of Trustee.  A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in this
Section.

       

      The
Trustee may resign by so notifying the Company.  The Holders of a
majority in Principal amount of the Debentures may remove the Trustee by so
notifying the Trustee and the Company.  The Company may remove the
Trustee if:

       

      (a)     the
Trustee fails to comply with Section
7.10;

       

      (b)     the
Trustee is adjudged a bankrupt or an insolvent;


      
        
           


        

        
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      (c)     a
receiver or public officer takes charge of the Trustee or its property;
or

       

      (d)     the
Trustee becomes incapable of acting.

       

      If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor
Trustee.

       

      If a
successor Trustee is not appointed and does not take office within 30 days after
the retiring Trustee resigns, the retiring Trustee may appoint a successor
Trustee at any time prior to the date on which a successor Trustee takes
office.  If a successor Trustee does not take office within 45 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or, subject to Section 6.11, any
Debentureholder may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

       

      If the
Trustee fails to comply with Section 7.10, any
Debentureholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.  Within one
year after a successor Trustee appointed by the Company or a court pursuant to
this Section
7.08 takes office, the Holders of a majority in Principal amount of the
Debentures may appoint a successor Trustee to replace such successor
Trustee.

       

      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Debentureholders.  The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section
7.07.

       

      Section
7.09.     Successor
Trustee by Merger, etc.  If the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee, if such successor corporation is eligible
and qualified under Section
7.10.

       

      Section
7.10.     Eligibility.  This
Indenture shall always have a Trustee who satisfies the requirements of TIA
Sections 310(a)(1) and 310(a)(2).  The Trustee shall always have a
combined capital and surplus as stated in Section 11.09.

       

      Section
7.11.     Preferential
Collection of Claims Against Company.  Upon and so long as the
Indenture is qualified under the TIA, the Trustee is subject to TIA Section
311(a), excluding any creditor relationship listed in TIA Section
311(b).  A Trustee who has resigned or been removed is subject to TIA
Section 311(a) to the extent indicated.

       

      ARTICLE
VIII

      SATISFACTION AND
DISCHARGE

       

      Section
8.01.     Satisfaction
and Discharge of Indenture.  This Indenture shall cease to be
of further effect (except as to any registration of transfer or exchange of
Debentures expressly provided for herein), and the Trustee, on demand of and at
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      (a)     either

       

      (i)     all
Debentures theretofore authenticated and delivered (other than
(x) Debentures which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.07 and
(y) Debentures for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 8.04) have
been delivered to the Trustee for cancellation; or

       

      (ii)     all
such Debentures not theretofore delivered to the Trustee for
cancellation

       

      (A)     have
become due and payable, or

       

      (B)     will
become due and payable at their stated maturity within one year, or

       

      (C)     are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,

       

      and the
Company in the case of (A), (B), and (C) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose an amount
of money or U.S. Government Obligations, or a combination thereof in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
public accountants, to pay and discharge the entire indebtedness on such
Debentures not theretofore delivered to the Trustee for cancellation, for
Principal and interest to the date of such deposit (in the case of Debentures
which have become due and payable) or to the stated maturity or redemption date,
as the case may be;

       

      (b)     the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and

       

      (c)     the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied
with.

       

      Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Holders under Section 4.01, to the
Trustee under Section
7.07, and, if money or U.S. Government Obligations shall have been
deposited with the Trustee pursuant to clause (ii) of paragraph (a) of this
Section 8.01, the obligations of the Trustee under Section 8.02 shall
survive.

       

      Section
8.02.     Application
of Trust Funds.  The Trustee or Paying Agent shall hold in
trust, for the benefit of the Holders, all money and U.S. Government Obligations
deposited with it (or into which such money and U.S. Government Obligations are
reinvested) pursuant to Section
8.01.  It shall apply such deposited money and money from U.S.
Government Obligations in accordance with this Indenture to the payment of the
Principal and interest on the Debentures.  Money and U.S. Government
Obligations so held in trust (i) are not subject to ARTICLE XI and
(ii) are subject to the Trustee's rights under Section
7.07.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      Section
8.03.     Reinstatement.  If
the Trustee or Paying Agent is unable to apply any money or U.S. Obligations in
accordance with Section 8.01 by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture, the Debentures shall be revived and
reinstated as though no deposit had occurred pursuant to this ARTICLE VIII, until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 8.01;
provided, however, that if the Company makes any payment of Principal of or
interest on any Debenture following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Debentures to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent after payment in full to the Holders.

       

      Section
8.04.     Repayment
to Company.  The Trustee and Paying Agent shall promptly turn
over to the Company upon request any excess money or U.S. Government Obligations
held by them at any time.  All money or U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.01 (and
held by it or a Paying Agent) for the payment of Debentures subsequently
redeemed shall be returned to the Company upon request.

       

      The
Trustee and the Paying Agent shall pay to the Company, upon request and subject
to applicable abandoned property law, any money held by them for payment of
Principal or interest that remains unclaimed for two years after the right to
such money has matured.  After payment to the Company,
Debentureholders entitled to the money shall look to the Company for payment as
unsecured general creditors unless an abandoned property law designates another
Person.

       

      ARTICLE
IX

      AMENDMENTS

       

      Section
9.01.     Without
Consent of Holders.  The Company and the Trustee may amend this
Indenture or the Debentures without the consent of any
Debentureholder:

       

      (a)     to
cure any ambiguity, defect or inconsistency;

       

      (b)     to
comply with Section
5.01; or

       

      (c)     to
make any change that does not adversely affect the rights of any
Debentureholder.

       

      Section
9.02.     With
Consent of Holders.  The Company and the Trustee may amend this
Indenture or the Debentures with the written consent of the Holders of at least
a majority in Principal amount of the Debentures.  However,
notwithstanding the foregoing but subject to Section 9.04,
without the written consent of each Debentureholder affected, an amendment or
waiver, including a waiver pursuant to Section 6.04,
may not: 


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      (a)     reduce
the amount of Debentures whose Holders must consent to an
amendment;

       

      (b)     reduce
the interest on or change the time for payment of interest on any
Debenture;

       

      (c)     reduce
the Principal of or change the fixed maturity of any Debenture;

       

      (d)     make
any Debenture payable in money other than that stated in the
Debenture;

       

      (e)     make
any change in Section
6.04, Section
6.07 or Section
9.02 (second sentence); or

       

      (f)     make
any change in ARTICLE
XI that adversely affects the rights of any Debentureholder.

       

      It shall
not be necessary for the consent of the Holders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if
such consent approves the substance thereof.

       

      An
amendment under this Section may not make any change that adversely affects the
rights under ARTICLE
XI of any Senior Debt unless it consents to the change.

       

      Section
9.03.     Compliance
with Trust Indenture Act and Section
11.03.  Every amendment to this Indenture or the Debentures
shall comply with the TIA as then in effect, so long as the Indenture and
Debentures are subject to the TIA.  The Trustee is entitled to, and
the Company shall provide an Opinion of Counsel and Officers' Certificate that
the Trustee's execution of any amendment or supplemental indenture is permitted
under this ARTICLE
IX.

       

      Section
9.04.     Revocation
and Effect of Consents and Waivers.  A consent to an amendment
or a waiver by a Holder of a Debenture shall bind the Holder and every
subsequent Holder of that Debenture or portion of the Debenture that evidences
the same debt as the consenting Holder's Debenture, even if notation of the
consent or waiver is not made on the Debenture.  However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Debenture or portion of the Debenture if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes
effective.  After an amendment or waiver becomes effective, it shall
bind every Debentureholder.

       

      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Debentureholders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Debentureholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or take
any such action, whether or not such Persons continue to be Holders after such
record date.  No such consent shall be valid or effective for more
than 120 days after such record date.


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      Section
9.05.     Notice of
Amendment; Notation on or Exchange of Debentures.  After any
amendment under this Article becomes effective, the Company shall mail to
Debentureholders a notice briefly describing such amendment.  The
failure to give such notice to all Debentureholders, or any defect therein,
shall not impair or affect the validity of an amendment under this
Article.

       

      The
Company or the Trustee may place an appropriate notation about an amendment or
waiver on any Debenture thereafter authenticated.  The Company may
issue in exchange for affected Debentures new Debentures that reflect the
amendment or waiver.

       

      Section
9.06.     Trustee
Protected.  The Trustee need not sign any supplemental
indenture that adversely affects its rights.

       

      ARTICLE
X

      SUBORDINATION

       

      Section
10.01.     Debentures
Subordinated to Senior Debt.  The rights of Holders to payment
of the Principal of and interest on the Debentures is subordinated to the rights
of holders of Senior Debt, to the extent and in the manner provided in this
ARTICLE
X.

       

      Section
10.02.     Debentures
Subordinated in Any Proceeding.  Upon any Distribution in any
Proceeding,

       

      (a)     any
Distribution to which the Holders are entitled shall be paid directly to the
holders of Senior Debt to the extent necessary to make payment in full of all
Senior Debt remaining unpaid after giving effect to all other Distributions to
or for the benefit of the holders of Senior Debt; and

       

      (b)     in
the event that any Distribution is received by the Trustee before all Senior
Debt is paid in full, such Distribution shall be applied by the Trustee in
accordance with this ARTICLE
X.

       

      Section
10.03.     No
Payment on Debentures in Certain Circumstances.  The Company
shall not, directly or indirectly (other than in capital stock of the Company)
pay any Principal of or interest on, redeem, defease or repurchase any of the
Debentures (i) after any Senior Debt becomes due and payable, unless and
until all such Senior Debt shall first be paid in full or (ii) after a
Senior Debt Payment Default, unless and until such Senior Debt Payment Default
has been cured, waived, or otherwise has ceased to exist.

       

      During a
Payment Blockage Period, no payment of any Principal of or interest on the
Debentures may be made, directly or indirectly, by the
Company.  Unless the Senior Debt in respect of which the Senior Debt
Default Notice has been given has been declared due and payable in its entirety
within the Payment Blockage Period, at the end of the Payment Blockage Period,
the Company shall pay all sums not paid to the Holders during the Payment
Blockage Period and resume all other payments on the Debentures as and when
due.  Defaulted Interest shall be paid in accordance with Section
2.13.  Any number of Senior Debt Default Notices may be given;
provided, however, that as to any issue of Senior Debt (i) not more than
one Senior Debt Default Notice shall be given within a period of any 366
consecutive days, and (ii) no specific act, omission or condition that gave
rise to a default that existed upon the date of such Senior Debt Default Notice
(whether or not such default applies to the same issue of Senior Debt) shall be
made the basis for the commencement of any other Payment Blockage
Period.

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      If any
Distribution, payment or deposit to redeem, defease or acquire any of the
Debentures shall have been received by the Trustee at a time when such
Distribution was prohibited by the provisions of this Section 10.03, then,
unless such Distribution is no longer prohibited by this Section 10.03, such
Distribution shall be received and applied by the Trustee for the benefit of the
holders of Senior Debt, and shall be paid or delivered by the Trustee to the
holders of Senior Debt for application to the payment of all Senior
Debt.  The Trustee may require reasonable evidence that a Person is a
holder of Senior Debt or is entitled to a Distribution pursuant to this Section
prior to making any such Distribution.

       

      Section
10.04.     Subrogation.  The
Holders shall not have any subrogation or other rights of recourse to any
security in respect of any Senior Debt until such time as all Senior Debt shall
have been paid in full.  Upon the payment in full of all Senior Debt,
the Holders shall be subrogated to the rights of the holders of Senior Debt to
receive Distributions applicable to Senior Debt until all amounts owing in
respect of the Debentures shall be so paid.  No Distributions to the
holders of Senior Debt which otherwise would have been made to the Holders
shall, as between the Company and the Holders, be deemed to be payment by the
Company to or on account of Senior Debt.

       

      If any
Distribution to which the Holders would otherwise have been entitled shall have
been applied pursuant to the provisions of this Article to the payment of Senior
Debt, then the Holders shall be entitled to receive from the holders of such
Senior Debt any Distributions received by such holders of Senior Debt in excess
of the amount sufficient to pay all amounts payable on such Senior Debt to the
extent provided herein.

       

      Section
10.05.     Obligations
of the Company Unconditional.  This Article defines the
relative rights of the Holders and holders of Senior Debt.  Nothing in
this Indenture is intended to or shall impair, as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the Principal of and interest on the Debentures as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of
the Company, other than the holders of Senior Debt, nor shall anything herein or
in the Debentures prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this ARTICLE X, of the
holders of Senior Debt in respect of any Distribution received upon the exercise
of any such remedy.  If the Company fails because of this Article to
pay principal of or interest on a Debenture on the due date, the failure is
still a Default.  Upon any Distribution, the Trustee and the Holders
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which the Proceeding is pending, or a certificate of
the liquidating trustee or agent or other Person making any Distribution for the
purpose of ascertaining the Persons entitled to participate in such
Distribution, the holders of Senior Debt and other Debt of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this ARTICLE
X.


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      Section
10.06.     Trustee
and Paying Agents Entitled to Assume Payments Not Prohibited in Absence of
Notice.  The Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee, unless and until a Trust Officer shall have
received, no later than two Business Days prior to such payment, written notice
thereof from the Company or from one or more holders of Senior Debt and, prior
to the receipt of any such written notice, the Trustee, shall be entitled in all
respects conclusively to presume that no such fact exists.  Unless the
Trustee shall have received the notice provided for in the preceding sentence,
the Trustee shall have full power and authority to receive such payment and to
apply the same to the purpose for which it was received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such date.  The foregoing shall not apply to any Affiliate of the
Company acting as Paying Agent.

       

      Section
10.07.     Satisfaction
and Discharge.  Amounts deposited in trust with the Trustee
pursuant to and in accordance with ARTICLE VIII and not
prohibited to be deposited under Section 10.03 when
deposited shall not be subject to this ARTICLE
X.

       

      Section
10.08.     Subordination
Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
Debt.  No right of any holder of any Senior Debt established in
this ARTICLE X
shall at any time or in any way be prejudiced or impaired by any act or failure
to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any failure by the Company to comply with the
terms of this Indenture.

       

      Section
10.09.     Right to
Hold Senior Debt.  The Trustee is entitled to all of the rights
set forth in this ARTICLE X in respect
of any Senior Debt at any time held by it to the same extent as any other holder
of Senior Debt.

       

      Section
10.10.     No
Fiduciary Duty of Trustee or Debentureholders to
Holders of Senior Debt.  Neither the Trustee nor the Holders
owes any fiduciary duty to the holders of Senior Debt.  Neither the
Trustee nor the Holders shall be liable to any holder of Senior Debt in the
event that the Trustee, acting in good faith, shall pay over or distribute to
the Holders, the Company, or any other Person, any property to which any holders
of Senior Debt are entitled by virtue of this Article or
otherwise.  Nothing contained in this Section 10.10 shall
affect the obligation of any other such Person to hold such payment for the
benefit of, and to pay such payment over to, the holders of Senior
Debt.

       

      Section
10.11.     Distribution
to Holders of Senior Debt.  Any Distribution otherwise payable
to the holders of the Debentures made to holders of Senior Debt pursuant to this
Article shall be made to such holders of Senior Debt ratably according to the
respective amount of Senior Debt held by each.

       

      Section
10.12.     Trustee's Rights
to Compensation, Reimbursement of Expenses and
Indemnification.  The Trustee's rights to compensation,
reimbursement of expenses and indemnification under Section 6.10 and
Section 7.07
are not subordinated.

       

      Section
10.13.     Exception
for Certain Distributions.  The rights of holders of Senior
Debt under this Article do not extend (a) to any Distribution to the extent
applied to the Trustee's rights to compensation, reimbursement of expenses or
indemnification or (b) to (i) securities which are subordinated to the
securities distributed to the holders of Senior Debt on terms no less favorable
to the holders of Senior Debt than the provisions of this Article, or
(ii) Distributions under any plan approved by the court in any
Proceeding.


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      Section
10.14.     Certain
Definitions.  As used in this ARTICLE
X,

       

      "Distribution" in any
Proceeding means any payment or distribution of assets or securities of the
Company of any kind or character from any source, whether in cash, securities or
other property made by the Company, custodian, liquidating trustee or agent or
any other person whether pursuant to a plan or otherwise.

       

      "Payment Blockage
Period" means the period beginning when a Senior Debt Default Notice is
given to the Company and the Trustee and ending (a) when the default
identified in the Senior Debt Default Notice is cured, waived or otherwise
ceases to exist or (b) after 179 days, whichever occurs first.

       

      "Senior Debt Default
Notice" means any notice of a default (other than a Senior Debt Payment
Default) that permits the holders of any Senior Debt to declare such Senior Debt
due and payable.

       

      "Senior Debt Payment
Default" means a default in the payment of any principal of or interest
on any Senior Debt.

       

      "Trustee" for purposes
of this ARTICLE
X includes any Paying Agent.

       

      ARTICLE
XI

      MISCELLANEOUS

       

      Section
11.01.     Notices.  Any
notice by one party to the other shall be in writing and sent to the other's
address stated in Section
11.09.  The notice is duly given if it is delivered in Person
or sent by a national courier service which provides next Business Day delivery
or by first-class mail.

       

      A party
by notice to the other party may designate additional or different addresses for
subsequent notices.

       

      Any
notice sent to a Debentureholder shall be mailed by first-class letter mailed to
its address shown on the register kept by the Registrar.  Failure to
mail a notice to a Debentureholder or any defect in a notice mailed to a
Debentureholder shall not affect the sufficiency of the notice mailed to other
Debentureholders.

       

      If a
notice is delivered or mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

       

      If the
Company mails a notice to Debentureholders, it shall deliver or mail a copy to
the Trustee and each Agent at the same time.


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      A
"notice" includes any communication required by this Indenture.

       

      Section
11.02.     Communication
by Holders with Other Holders.  Debentureholders may
communicate pursuant to TIA Section 312(b) with other Debentureholders with
respect to their rights under this Indenture or the Debentures.  The
Company, the Trustee, and Registrar and anyone else shall have the protection of
TIA Section 312(c).

       

      Section
11.03.     Certificate
and Opinion as to Conditions Precedent.  Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:

       

      (a)     an
Officers' Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

       

      (b)     an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

       

      Section
11.04.     Statements
Required in Certificate or Opinion.  Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include:

       

      (a)     a
statement that each Person making such certificate or opinion has read such
covenant or condition;

       

      (b)     a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

       

      (c)     a
statement that, in the opinion of such Person, the Person has made such
examination or investigation as is necessary to enable such Person to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

       

      (d)     a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.

       

      Section
11.05.     Rules by
Trustee and Agents.  The Trustee may make reasonable rules for
action by or a meeting of Debentureholders.  Any Agent may make
reasonable rules and set reasonable requirements for its functions.

       

      Section
11.06.     Legal
Holidays.  A "Legal Holiday" is a Saturday, a Sunday or a day
on which the Trustee or banking institutions generally are not required to be
open.  If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

       

      Section
11.07.     No
Recourse Against Others.  A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Debentures or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      Section
11.08.     Duplicate
Originals.  The parties may sign any number of copies, and may
execute such in counterparts, of this Indenture.  One signed copy is
enough to prove this Indenture.

       

      Section
11.09.     Variable
Provisions.  "Officer" means the
Chairman, the President, any Vice-President, the Treasurer, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Company.

       

      The
Company initially appoints the Trustee as Registrar and Paying
Agent.

       

      The first
certificate pursuant to Section 4.05 shall be
for the fiscal year ending on September 29, 2010.

       

      The
reporting date for Section 7.06 is May
15 of each year.  The first reporting date is May 15,
2010.

       

      The
Trustee shall always have a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of
condition.  The Trustee will be deemed to be in compliance with the
capital and surplus requirement set forth in the preceding sentence if its
obligations are guaranteed by a Person which could otherwise act as Trustee
hereunder and which meets such capital and surplus requirement and the Trustee
has at least the minimum capital and surplus required by TIA Section
310(a)(2).

       

      The
Company's address (subject to appropriate change, from and after the effective
time of the proposed change in corporate name to Biglari Holdings Inc.)
is:     

      


      The Steak
N Shake Company

      175 East
Houston Street, Suite 1300

      San
Antonio, Texas   78205

      Facsimile
No.:  (317) 633-4106

      Attention:  Chairman
and Chief Executive Officer

      


      The
Trustee's address is:     

      


      Wells
Fargo Bank, National Association

      230 West
Monroe Street, Suite 2900

      Chicago,
IL 60606

      Facsimile
No.:  (312) 726-2158

      Attention:  Corporate
Trust Services

      


      With
respect to presentation of the Debentures for payment or registration of
transfers or exchanges, the Trustee's address is 608 Second Avenue South,
N9303-121, Minneapolis, Minnesota 55479, Attention:  Corporate Trust
Operations.


      
        
           


        

        
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      Section
11.10.     Governing
Law.  The laws of the State of New York, without reference to
choice of law or conflict of law rules, shall govern this Indenture and the
Debentures.

       

      Section
11.11.     Force
Majeure.  In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

       

      Section
11.12.     USA PATRIOT
Act.  The parties
hereto acknowledge that in accordance with Section 326 of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (as amended, the "USA PATRIOT Act"), the
Trustee, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a
relationship or opens an account with the Trustee.  The parties to
this Indenture agree that they will provide the Trustee with such information as
it may request in order for the Trustee to satisfy the requirements of the USA
PATRIOT Act.

       

      Section
11.13.     Waiver of Jury
Trial.

       

      EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE DEBENTURES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

       

      [Signatures
Begin on Following Page]



      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

     

    SIGNATURES

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the date first written above.

     

    
      	 
      	 
      	
              THE
      STEAK N SHAKE COMPANY

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	/s/ Sardar Biglari
	 
      	 
      	 
      	
              Sardar
      Biglari, Chairman and Chief Executive Officer

            
	 
      	 
      	 
      	 
      
	
              Attest:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/
      Duane E. Geiger

            	 
      	 
      	 
      
	
              Duane
      E. Geiger

            	 
      	 
      	 
      
	
              Vice
      President and Interim

            	 
      	 
      	 
      
	
              Chief
      Financial Officer

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as Trustee

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Gregory S. Clarke

            
	 
      	 
      	 
      	
              Vice
      President

            


    

     

    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    EXHIBIT
A

    (Face of
Debenture)

    


     

    
      	 
      	
              CUSIP  857873
      AA1

            
	 	 
	 
      	
              ISIN   US857873AA13

            
	 
      	 
      
	
              No.__________________

            	
              $______________________

            


    

    


     

    THE STEAK
N SHAKE COMPANY

     

    14%
Subordinated Debenture Due 2015

     

    Interest
Payment Dates:  June 30 and December 31

     

    Record
Dates:  June 15 and December 15

     

    


     

    The Steak
n Shake Company promises to pay to __________________________ or registered
assigns, the sum of _________________________ Dollars on March 30,
2015.

     

    This
Debenture is subordinated to Senior Debt as defined by the
Indenture.  The Steak n Shake Company may, at its option, redeem the
Debentures, in whole or in part and without premium or penalty, as of any date
that occurs on or after March 30, 2011.  See the reverse and the
Indenture referenced for additional provisions of this Debenture.

     

    


    
      	
              Dated:

            	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              Authenticated:

            	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              WELLS
      FARGO BANK,

            	 	 
      	 
      
	
              NATIONAL
      ASSOCIATION, as Trustee

            	 	
              THE
      STEAK N SHAKE COMPANY

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
              By

            	 
      	 	
              By

            	 
      
	 
      	
              Authorized
      Officer

            	 	 
      	
               

            
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
              By

            	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	
              [SEAL]

            


    


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    (Back of
Debenture)

     

    THE STEAK
N SHAKE COMPANY

     

    14%
Subordinated Debenture Due 2015

     

    (1)           Interest.  The
Steak n Shake Company (the "Company"), an Indiana
corporation, promises to pay interest on the principal amount of this Debenture
at the rate per annum shown above.  The Company will pay interest
semiannually on June 30 and December 31 of each year, commencing June 30, 2010,
and on the date of maturity of the Debentures.  Interest on the
Debentures will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from March 30, 2010.  Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

     

    (2)           Method of
Payment.  The Company will pay interest on the Debentures to
the Persons who are registered holders of Debentures at the close of business on
the record date for the next interest payment date, except as otherwise provided
herein or in the Indenture even though Debentures are cancelled after the record
date and on or before the interest payment date.  Holders must
surrender Debentures to a Paying Agent to collect principal payments and
interest payable on the date of maturity.  The Company will pay
Principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts.  However, the
Company may pay Principal and interest by wire transfer or check payable in such
money.  It may mail an interest check to a record date holder's
registered address.

     

    (3)           Agents.  Initially,
Wells Fargo Bank, National Association ("Trustee"), Corporate
Trust Services, 230 West Monroe Street, Suite 2900, Chicago,
Illinois 60606, will act as Registrar and Paying Agent.  With
respect to presentation of the Debentures for payment or registration of
transfers or exchanges, the Trustee's address is 608 Second Avenue South,
N9303-121, Minneapolis, Minnesota 55479, Attention: Corporate Trust Operations.
The Company may change any such Agent without notice.  The Company or
an Affiliate may act in any such capacity.  Subject to certain
conditions, the Company may change the Trustee.

     

    (4)           Indenture.  The
Company issued the Debentures under an Indenture dated as of March 30, 2010
("Indenture")
between the Company and the Trustee.  The terms of the Debentures
include those stated in the Indenture and those made part of the Indenture by
the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the "Act").  The
Debentures are subject to all such terms, and Debentureholders are referred to
the Indenture and the Act for a statement of such terms.  The
Debentures are unsecured subordinated general obligations of the Company limited
to $22,959,000 in aggregate principal amount.

     

    (5)           Redemption.  The
Debentures are not redeemable by the Company at any time prior to March 30,
2011.  From and after March 30, 2011, the Company may, at its option,
redeem Debentures in accordance with Article III of the Indenture in whole or in
part without premium or penalty.  The Company's right to redeem Debentures
under this Section
5 may not be exercised if and for so long as the Company has failed to
pay interest on any Debenture when the same becomes due and
payable.

     

    (6)           Notice of
Redemption.  Notice of redemption will be mailed at least 30
days but not more than sixty (60) days before the redemption date to each holder
of Debentures to be redeemed at his registered address.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    (7)           Subordination.  The
Debentures are subordinated to Senior Debt as defined in the
Indenture.  To the extent provided in the Indenture, Senior Debt must
be paid before the Debentures may be paid.  The Company agrees, and
each Debentureholder by accepting a Debenture agrees, to the subordination and
authorizes the Trustee to give it effect.

     

    (8)           Denominations, Transfer,
Exchange.  The Debentures are in registered form without
coupons in denominations of $1,000 and whole multiples of $1,000.  The
transfer of Debentures may be registered and Debentures may be exchanged as
provided in the Indenture.  The Registrar may require a holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes required by law.  The Registrar need not exchange or
register the transfer of any Debenture or portion of a Debenture selected for
redemption.  Also, it need not exchange or register the transfer of
any Debentures for a period of fifteen (15) days before a selection of
Debentures to be redeemed.

     

    (9)           Persons Deemed
Owners.  Subject to 0 of the Indenture, the registered holder
of a Debenture may be treated as its owner for all purposes.

     

    (10)           Amendments and
Waivers.  Subject to certain exceptions, the Indenture or the
Debentures may be amended, and any Default may be waived, with the consent of
the holders of a majority in Principal amount of the
Debentures.  Without the consent of any Debentureholder, the Indenture
or the Debentures may be amended to cure any ambiguity, defect or inconsistency,
to provide for assumption of Company obligations to Debentureholders or to make
any change that does not adversely affect the rights of any
Debentureholder.

     

    (11)           Successors.  When
successors assume all the obligations of the Company under the Debentures and
the Indenture, the Company will be released from those obligations, except as
provided in the Indenture.

     

    (12)           Satisfaction and Discharge
Prior to Redemption or Maturity.  Subject to certain
conditions, the Company at any time may terminate some or all of its obligations
under the Debentures and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of Principal and interest
on the Debentures to redemption or maturity.

     

    (13)           Defaults and
Remedies.  Subject to the Indenture, if an Event of Default, as
defined in the Indenture, occurs and is continuing, the Trustee or the holders
of at least 25% in Principal amount of the Debentures may declare all the
Debentures to be due and payable immediately.  Debentureholders may
not enforce the Indenture or the Debentures except as provided in the
Indenture.  The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Debentures.  Subject to
certain limitations, holders of a majority in Principal amount of the Debentures
may direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Debentureholders notice of any continuing Default
(except a Default in payment of Principal or interest) if it determines that
withholding notice is in their interests.  The Company must furnish an
annual compliance certificate to the Trustee.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    (14)           Trustee Dealings with
Company.  The Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company, or its Affiliates, as if it were not Trustee, subject to the Indenture
and the Act.

     

    (15)           No Recourse Against
Others.  A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company
under the Debentures or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  Each
Debentureholder by accepting a Debenture waives and releases all such
liability.  The waiver and release are part of the consideration for
the issue of the Debentures.

     

    (16)           Authentication.  This
Debenture shall not be valid until authenticated by a manual signature of the
Trustee.

     

    (17)           Abbreviations.  Customary
abbreviations may be used in the name of a Debentureholder or an assignee, such
as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (Custodian), and U/G A (= Uniform Gifts to Minors
Act).

     

    The
Company will furnish to any Debentureholder upon written request and without
charge a copy of the Indenture.  Requests may be made
to:  Secretary, The Steak N Shake Company, 175 East Houston Street,
Suite 1300, San Antonio, Texas 78205.


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    Assignment
Form

     

    


    To assign
this Debenture, fill in the form below:

    


    
      	
              (I)
      or (we) assign and transfer this Debenture to:

            	 
      
	 
      	
              (Insert assignee's legal
      name)

            


    

    


    


    
      
        

      

    

    (Insert assignee's soc. sec. or tax I.D.
no.)

    


    
      
        

      

       

    

    
      
        

      

    

    


    
      
        

      

    

    
       

      
        

      

    

    (Print or type assignee's name, address
and zip code)

    


    
      	
              and
      irrevocably appoint

            	 
      


    

    to
transfer this Debenture on the books of the Company.  The agent may
substitute another to act for him.

    


    
      	
              Date:

            	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
              Your
      Signature:

            	 
      
	 
      	 
      	 	
              (Sign exactly as your name appears
      on the face of this
Debenture)

            


    

    


    


    


    
      	
              Signature
      Guarantee*:

            	 
      	 
      	 
      


    

    


    *           Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor
acceptable to the Trustee).


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    Schedule
of Exchanges of Interests in the Global debenture*

     

    The
following exchanges of a part of this Global Debenture for an interest in
another Global Debenture or a definitive Debenture, or exchanges of a part of
another Global Debenture or definitive Debenture for an interest in this Global
Debenture, have been made:

     

    
      	
              
                Date
      of Exchange

              

            	
              
                Amount
      of decrease in Principal Amount of this Global
    Debenture

              

            	
              
                Amount
      of increase in Principal Amount of the Global
    Debenture

              

            	
              
                Principal
      Amount of this Global Debenture  following such decrease (or
      increase)

              

            	
              
                Signature
      of authorized officer of Trustee or Custodian