SECOND AMENDMENT TO CREDIT AGREEMENT
STEAK N SHAKE OPERATIONS, INC. , an Indiana corporation (the " Company ") and FIFTH
THIRD BANK , an Ohio banking corporation, successor by merger to Fifth Third Bank, a Michigan banking
corporation (the " Bank "), being parties to that certain Credit Agreement dated as of September 30, 2009,
(collectively, the " Agreement ") agree to further amend the Agreement by this Second Amendment to Credit
Agreement (this "Amendment") as follows.
1. DEFINITIONS . All defined terms used herein which not otherwise defined in this
Amendment shall have their respective meanings set forth in the Agreement.
2. INCREASE OF THE REVOLVING LOAN . In order to evidence the increase of the
Revolving Loan, Section 2(a)(i) and the first sentence of Section 2(a)(ii) are hereby amended and restated in their
respective entireties as follows:
(a) Amended Definitions . The following definitions appearing under Section 1 of the Agreement
are hereby amended and restated in their respective entireties as follows:
· " Applicable Spread " means that number of Basis Points to be taken into account in
determining the LIBOR-based Rate, which, effective as of the date of this Agreement shall
be 225 Basis Points.
· “ Parent ” means Biglari Holdings Inc., an Indiana corporation, formerly known as The
Steak n Shake Company, an Indiana corporation, and its successors and assigns.
(b) New Definition . The following new definition is hereby added to Section 1 of the Agreement
" Second Amendment " means that certain agreement entitled "Second Amendment to
Credit Agreement" entered into by and between the Company and the Bank dated as of
August 9, 2010, for the purpose of amending this Agreement.
The Commitment -- Use of Proceeds . From this date and until the Revolving Loan
Maturity Date, the Bank agrees to make Advances (collectively, the “Revolving Loan”)
under a revolving li