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                                  EXHIBIT 4.7

9/13/95


                              SECOND AMENDMENT TO
                            REIMBURSEMENT AGREEMENT


                 This Second Amendment is made as of the 18th day of
September, 1995 by and between Skyline Chili, Inc., an Ohio corporation (the
"Company") and The Fifth Third Bank, an Ohio banking corporation (the "Bank").

                 A.  Company and Bank entered into a certain Reimbursement
Agreement dated as of August 1, 1990, which was amended pursuant to the First
Amendment to Reimbursement Agreement dated as of January 11, 1991 (collectively
referred to in the singular as the "Agreement") to finance the acquisition and
construction of an office and commissary facility (the  "Project") located on
certain real estate in the City of Fairfield, Butler County, Ohio (the "Real
Estate"); and

                 B.  Pursuant to the terms of the Agreement, Bank issued its
$8,915,500 original amount Letter of Credit (the "Letter of Credit") as a
credit enhancement for the $8,250,000 Adjustable Rate Demand Industrial
Development Revenue Bonds, Series 1990 (Skyline Chili, Inc. Project) (the
"Bonds"), which Bonds were issued to finance the Project;

                 C.  Bank and Company both desire to further amend the
Agreement.

                 NOW, THEREFORE, Bank and Company agree as follows:

                 1.  Section 6.1(g) of the Agreement is hereby deleted in its
entirety, and the following section (g) is inserted in its place to read as
follows:

                                  g)  for each subsequent one year period that
                          the Letter of Credit remains in effect following the
                          first year of the Letter of Credit, including any
                          renewals in excess of the original three year term,
                          the Company will pay to the Bank in advance, on or
                          before the first day of each September, commencing on
                          or before September 1, 1991, (the "Maintenance Fee
                          Payment Date") attributable to the next succeeding
                          one year period (the "Fee Period") (even if the
                          Letter of Credit is for a three year term) a
                          Maintenance Fee equal to five-eights of one percent
                          (5/8%) of the undrawn amount available to be drawn
                          under the Letter of Credit on such


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                          Maintenance Fee Payment Date (which amount will take
                          into account all reductions or increases in such
                          undrawn amount through such Maintenance Fee Payment
                          Date and all payments of principal and interest to
                          such date).  If subsequent to the payment of a
                          Maintenance Fee under this subsection, any amount is
                          reinstated under the Letter of Credit which increases
                          the undrawn amount available to be drawn under the
                          Letter of Credit to an amount greater than the amount
                          on which such Maintenance Fee was calculated (the
                          "Increase Amount"), the Company will pay to the Bank
                          the Maintenance Fee on the Increase Amount within
                          five days of demand therefor by the Bank.  In no
                          event shall the Bank have any obligation to make
                          reimbursement or to otherwise account to the Company
                          in respect of fees paid by the Company as a result of
                          any reduction in the undrawn amount under the Letter
                          of Credit.

                 The Maintenance Fee Payment Date of September 1, 1995 is
hereby changed to October 15, 1995.  All other Maintenance Fee Payment Dates
remain the same.

                 2.  Section 6.5(a) of the Agreement is hereby deleted in its
entirety, and the following is inserted in its place to read as follows:

                                  (a)  The Letter of Credit shall be
                          outstanding for three years and fifteen days
                          originally and shall thereafter terminate in
                          accordance with the terms and conditions of the
                          Letter of Credit; provided, however, that the
                          Expiration Date, as set forth in the Letter of
                          Credit, may be extended in the Bank's sole and
                          absolute discretion for subsequent and consecutive
                          three year renewal periods upon written request of
                          Company to Bank, which request shall be given at
                          least 150 days prior to the Expiration Date of the
                          Letter of Credit, and upon such extension, if any,
                          the payment of the fee specified in Section 6.1(g)
                          hereof.

                 3.  The Bank disclaims any security interest in any collateral
of the Company consisting of the Accounts (as defined in the Mortgage) of the
Company, and the Bank disclaims any security interest in any Equipment or
Inventory (as defined in the Mortgage) of the Company located in any separate
Company-owned stores (but the Bank retains its security interest in the
Equipment and Inventory of Company located at the 4180 Thunderbird Lane,
Fairfield, Butler County, Ohio facility).  The Bank shall take all actions
reasonably required or requested by the Company from time to time to evidence
or release of record its disclaimed security


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interests.  All provisions concerning Accounts contained in the Mortgage shall
be deemed deleted from the Mortgage in their entirety.

                 4.  Section 8.3 of the Agreement shall be deleted in its 
entirety.

                 5.  Section 8.26 of the Agreement is hereby deleted in its
entirety, and the following is inserted in its place to read as follows:

                          Section 8.26.  Cash Flow to Current Payments on Debt.
                          At the end of each fiscal quarter of the Company
                          while the Letter of Credit is outstanding, the ratio
                          of the Company's Cash Flow for the four quarterly
                          periods then ended to the Company's Current
                          Maturities of Long-Term Debt on a consolidated basis
                          shall at all times exceed 1.50:1.

                 6.  Section 8.27 of the Agreement is hereby deleted in its
entirety, and the following is inserted in its place to read as follows:

                          Section 8.27.  Additional Ratio.  At the end of each
                          fiscal quarter of the Company while the Letter of
                          Credit is outstanding, the Company shall at least
                          have the following multiple of (a) income of the
                          Company before taxes and extraordinary and
                          restructuring and unusual items before interest
                          expense for the four quarterly periods then ended,
                          and (b) estimated interest expense of the Company for
                          the following fiscal year, in the ratio of 1.00:1.
                          Estimated interest expense will be calculated by
                          applying the interest rate in effect at the end of
                          the quarter on Funded Indebtedness to the principal
                          balance of Funded Indebtedness at the end of the
                          quarter, as reduced for scheduled payments to the
                          Trustee for principal payments, for the upcoming
                          twelve months.

                 7.  Section 8.29 of the Agreement shall be deleted in its 
entirety.

                 8.  Section 8.30 of the Agreement which was created in the
First Amendment To Reimbursement Agreement dated January 11, 1991 and amended
pursuant to a letter agreement between the parties dated as of August 17, 1994
is hereby deleted in its entirety, and the following is renumbered and inserted
into the Agreement in its place and stead to read as follows:


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                          Section 8.29.  Management.  Company shall not change
                          its President or Chief Executive Officer unless with
                          the prior written consent of the Bank, and then only
                          with a person of comparable experience and ability as
                          measured against those persons who have historically
                          held such position(s) since January, 1990.

                 9.  Section 9.8 of the Agreement is hereby deleted in its
entirety, and the following is inserted into the Agreement in its place and
stead to read as follows:

                          9.8  Pledge or Encumbrance.  The Company shall not
                          pledge or encumber its assets without the consent of
                          the Bank, except that the Company shall be entitled
                          to grant a security interest in the real estate and
                          personal property of each separate new company-owned
                          store created by the Company after the date hereof.

                 10.  Section 9.9 of the Agreement is hereby deleted in its
entirety, and the following is inserted into the Agreement in its place and
stead to read as follows:

                          9.9  Indebtedness.  The Company shall not incur
                          indebtedness for borrowed money other than (i) the
                          currently existing $4,000,000 Line of Credit facility
                          that the Company has with the Bank, and, (ii) up to
                          an additional $8,000,000 in outside financing,
                          without the consent of the Bank, provided that at no
                          time shall the sum of the outstanding balance of debt
                          identified in (i) and (ii) exceed the sum of
                          $8,000,000.

                 11.      Section 9.10 of the Agreement is hereby deleted in
its entirety, and the following is inserted into the Agreement in its place and
stead to read as follows:

                          9.10  Capital Expenditures.  The Company shall not
                          make aggregate capital expenditures in excess of the
                          amounts set forth herein per calendar year, other
                          than pursuant to the plans and specifications for the
                          Project, without the consent of the Bank.

<TABLE>
<CAPTION>
                          If the Company's Ratio
                          of debt to tangible net     The capital expenditure
                          worth is:                   limit is:               
                          -----------------------     ------------------------
                          <S>                                          <C>
                          greater than 1.4:1                            $1,000,000
                          1.4:1 to 1.2:1                                 2,000,000
                          less than 1.2:1                                unlimited
</TABLE>


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                 12.      Section 9.13 of the Agreement is hereby deleted in
its entirety, and the following is inserted into the Agreement in its place and
stead to read as follows:

                          9.13  Dividends.  The Company will not declare or pay
                          any dividend or distributions on its capital stock,
                          or redeem any shares of its capital stock, or
                          buy-back any shares of its capital stock or increase
                          the amount of treasury shares of its capital stock,
                          during the term of the Letter of Credit until its
                          ratio of debt to tangible net worth is less than
                          1.25:1.

                 13.      Section 11.1(j) of the Agreement is hereby deleted in
its entirety.

                 14.  The remaining paragraphs, terms and provisions of the
Agreement shall remain in full force and effect and shall not be amended,
modified or altered in any respect by this Amendment.

                 15.  For the purpose of inducing Bank to enter into this
Amendment, Company hereby represents and warrants that the representations and
warranties set forth in Section 7 of the Agreement remain true and accurate as
of the date of execution of this Amendment.


                 16.  For the purpose of inducing Bank to enter into this
Amendment, Company hereby further represents and warrants that upon the
execution of this Amendment (a) there will be no defaults or Events of Default
continuing or in existence, and (b) that to the date hereof, in accordance with
the Company's respective agreements with such persons, all materialmen,
suppliers and contractors to the Project have been paid current.

                 17.  This Amendment constitutes a written agreement amending
the Agreement in accordance with Section 12.9 of the Agreement.  The Agreement
is amended only to the extent set forth herein and the Agreement shall remain
in full force and effect, except as amended by this Amendment and except as
expressly provided herein.

                 18.  Any terms not otherwise defined herein shall have the
meaning for such terms contained in the Agreement.

                 19.  This Amendment shall be governed, construed and
interpreted in accordance with the domestic laws of the State of Ohio.

                 20.  BANK AND COMPANY HEREBY WAIVE THE RIGHT TO TRIAL BY JURY
OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR TRANSACTIONS CONTEMPLATED
HEREBY.


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                 IN WITNESS WHEREOF, the Company and the Bank have executed
this Amendment by their duly authorized representatives as of the date first
above written.


<TABLE>
<CAPTION>
COMPANY:                                              BANK:
<S>                                                   <C>
SKYLINE CHILI, INC.                                   THE FIFTH THIRD BANK:


By: /s/ Jeffry W. Shelton                             By: /s/ Thomas J. Schiller      
   ----------------------------                          -----------------------------

Title: Chief Financial Officer                        Title: Vice President
       ------------------------                              -------------------------
</TABLE>


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