Exibit 10.1


    
      Exhibit
        10.1

      November
        14, 2005


       

      The
        Steak
        N Shake Company

      500
        Century Building

      36
        South
        Pennsylvania Street

      Indianapolis,
        Indiana 46204

      Attention:
        Chief Financial Officer

      


      


      Re: Amendment
        to Note Purchase and Private Shelf Agreement 

      


      Ladies
        and Gentlemen:

      


      Reference
        is made to that certain Amended and Restated Note Purchase and Private Shelf
        Agreement dated as of September 20, 2002 (as amended prior to the date hereof,
        the "Note Agreement") among The Steak N Shake Company, an Indiana corporation
        (the "Company"), Prudential Investment Management, Inc., The Prudential
        Insurance Company of America and each Prudential Affiliate which may become
        a
        party thereto in accordance with the terms thereof (collectively, "Prudential"),
        pursuant to which the Company issued and sold and Prudential purchased the
        Company’s senior fixed rate notes from time to time. Capitalized terms used
        herein and not otherwise defined herein shall have the meanings assigned
        to such
        terms in the Note Agreement.

      


      Pursuant
        to the request of the Company and in accordance with the provisions of paragraph
        11C of the Note Agreement, the parties hereto agree as follows:

       

       

      SECTION
        1.
        Amendment.
        From
        and after the date this letter becomes effective in accordance with its terms,
        the Agreement is amended as follows:

      


      1.1 Paragraph
        2B(2) of the Agreement is amended to delete in its entirety clause (i) thereof
        and to substitute therefor the following: "(i) September 30, 2008 (or if
        such
        date is not a Business Day, the Business Day next preceding such date)
        and".

      


      1.2 The
        Company and Prudential expressly agree and acknowledge that as of the date
        hereof the Available Facility Amount is $75,000,000. NOTWITHSTANDING
        THE FOREGOING, THIS AMENDMENT AND THE AGREEMENT HAVE BEEN ENTERED INTO ON
        THE
        EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE
        (AS
        SUCH TERM IS DEFINED IN THE AGREEMENT AFTER GIVING EFFECT TO THIS
        LETTER) SHALL
        BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE
        RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF
        NOTES,
        AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL
        OR
        ANY PRUDENTIAL AFFILIATE.

      


      1.3 Paragraph
        6 of the Agreement is amended by inserting the following new paragraph 6C(10)
        immediately after paragraph 6C(9):

      


      "6C(10).
        Terrorism Sanction Regulations. The
        Company will not, and will not permit any Subsidiary, to (i) become a Person
        described or designated in the Specially Designated Nationals and Blocked
        Persons List of the Office of Foreign Assets Control or in Section 1 of the
        Anti-Terrorism Order or (ii) engage in any dealings or transactions with
        any
        such Person."

      


      1.4 Paragraph
        6C(5) of the Agreement is amended by replacing the reference to "6C(6)" with
        a
        reference to "6C(7)" and by replacing the reference to "6C(4)" with a reference
        to "6C(5)". 

      


      1.5 Paragraph
        6C(7) of the Agreement is amended by replacing the references to "6C(4)"
        with
        references to "6C(5)".

      


      1.6 Paragraph
        8 of the Agreement is amended by inserting the following new paragraph 8Q
        immediately after paragraph 8P: 

      


      "8Q. Foreign
        Assets Control Regulations, Etc.
        (i) (a)
        Neither the
        sale of
        the Notes by the Company hereunder nor its use of the proceeds thereof will
        violate the Trading with the Enemy Act, as amended, or any of the foreign
        assets
        control regulations of the United States Treasury Department (31 CFR, Subtitle
        B, Chapter V, as amended) or any enabling legislation or executive order
        relating thereto. 

      


      (ii) Neither
        the Company nor any Subsidiary (a) is a Person described or designated in
        the
        Specially Designated Nationals and Blocked Persons List of the Office of
        Foreign
        Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engages
        in any
        dealings or transactions with any such Person. The Company and its Subsidiaries
        are in compliance, in all material respects, with the USA Patriot Act.


      


      (iii) No
        part
        of the proceeds from the sale of the Notes hereunder will be used, directly
        or
        indirectly, for any payments to any governmental official or employee, political
        party, official of a political party, candidate for political office, or
        anyone
        else acting in an official capacity, in order to obtain, retain or direct
        business or obtain any improper advantage, in violation of the United States
        Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases
        that
        such Act applies to the Company."

      


      1.7 Paragraphs
        10A and 10B of the Agreement are amended by adding, or amending and restating,
        as applicable, the following definitions:

      


      "Anti-Terrorism
        Order"
        shall
        mean Executive Order No. 13,224 of September 24, 2001, Blocking Property
        and
        Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
        Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

      


      "Designated
        Spread"shall
        mean 0.50%.

      


      "Prudential
        Affiliate"
        shall
        mean (i) any other Person directly or indirectly controlling, controlled
        by, or
        under direct or indirect common control with Prudential and (ii) any managed
        account, investment fund or other vehicle for which Prudential or any Prudential
        Affiliate described in clause (i) acts as investment advisor or portfolio
        manager. A
        Person
        shall be deemed to control a corporation if such Person possesses, directly
        or
        indirectly, the power to direct or cause the direction of the management
        and
        policies of such corporation, whether through the ownership of voting
        securities, by contract or otherwise.

      


      "USA
        Patriot Act"
        shall
        mean United States Public Law 107-56, Uniting and Strengthening America by
        Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
        (USA
        PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and
        regulations promulgated thereunder from time to time in effect.

      


      1.8 The
        Information Schedule attached to the Agreement is amended and restated to
        read
        in its entirety as set forth on Exhibit
        A
        hereto.

       

      SECTION
        2.
        Representation
        and Warranty.
        The
        Company hereby represents and warrants that no Default or Event of Default
        exists under the Agreement as of the date hereof.

      


      SECTION
        3.
        Conditions
        Precedent.
        This
        letter shall be deemed effective as of September 28, 2005 upon the return
        to
        Prudential on or before November 28, 2005 of a counterpart hereof duly executed
        by the Company and the undersigned holders of the Notes. Upon execution hereof
        by the Company, this letter should be returned to: Prudential Capital Group,
        Two
        Prudential Plaza, Suite 5600, Chicago, Illinois 60601, Attention: Scott B.
        Barnett.

      


      SECTION
        4.
        Reference
        to and Effect on Agreement.
        Upon
        the effectiveness of this letter, each reference to the Agreement and the
        Notes
        in any other document, instrument or agreement shall mean and be a reference
        to
        the Agreement and the Notes as modified by this letter. Except as specifically
        set forth in Section 1 hereof, each of the Agreement and the Notes shall
        remain
        in full force and effect and each is hereby ratified and confirmed in all
        respects.

      


      SECTION
        5.
        Governing
        Law.
        THIS
        LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
        OF THE
        PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING
        ANY
        CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS LETTER TO BE CONSTRUED
        OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED
        BY,
        THE LAWS OF ANY OTHER JURISDICTION).\

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SECTION
        6. Counterparts;
        Section Titles.
        This
        letter may be executed in any number of counterparts and by different parties
        hereto in separate counterparts, each of which when so executed and delivered
        shall be deemed to be an original and all of which taken together shall
        constitute but one and the same instrument. Delivery of an executed counterpart
        of a signature page to this letter by facsimile or other electronic transmission
        shall be effective as delivery of a manually executed counterpart of this
        letter. The section titles contained in this letter are and shall be without
        substance, meaning or content of any kind whatsoever and are not a part of
        the
        agreement between the parties hereto.

      
        

          Very
            truly yours,

          


          PRUDENTIAL
            INVESTMENT MANAGEMENT, INC.

          


          By: /s/ 
            Prudential Investment Management     

          Name:    

          Title:    
            Vice President  

          


          THE
            PRUDENTIAL INSURANCE COMPANY

          OF
            AMERICA

          


          By:
            /s/ Prudential Insurance Company of America       

          Name:    

          Title:   
            Vice President   

          


          Agreed
            and Accepted:

          


          THE
            STEAK N SHAKE COMPANY

          


          


          


          By:
            /s/   Jeffrey A. Blade       

          Name:   
            Jeffrey A. Blade    

          Title:     
            Senior Vice President & Chief Financial
            Officer