Re: Amendment No. 8 to Amended and Restated Note Purchase and Private Shelf Agreement
Execution
Copy
August
11, 2008
The
Steak
N Shake Company
500
Century Building
00
Xxxxx
Xxxxxxxxxxxx Xxxxxx
Indianapolis,
Indiana 46204
Attention: Chief
Financial Officer
|
|
Re:
|
Amendment
No. 8 to Amended and Restated Note Purchase and Private Shelf
Agreement
|
Ladies
and Gentlemen:
Reference
is made to that certain
Xxxxxxx and Restated Note Purchase and Private Shelf Agreement dated as of
September 20, 2002, as amended by that certain Amendment No. 1 dated December
18, 2002, that certain Amendment No. 2 dated May 21, 2003, that certain
Amendment No. 3 dated September 17, 2003, that certain Amendment dated November
7, 2005, that certain Amendment No. 5 dated October 30, 2007, that certain
Amendment No. 6 dated December 5, 2007 and that certain Amendment No. 7 dated
May 16, 2008 (as so amended, 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 has or 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.
The
Company has advised Prudential that
Events of Default exist under paragraph 7A(v) of the Note Agreement as a result
of the Company’s failure to comply with the provisions of paragraph 6A of the
Note Agreement and the provisions of paragraph 6C(2) of the Note Agreement
as of
and for the fiscal quarter of the Company ending on or about June 30, 2008
(the
“Existing Events of
Default”).
The
Company has requested that Prudential waive the Existing Events of
Default. The Company has further requested that the Holders agree to
amend the Note Agreement as more particularly set forth below.
Subject
to the terms and conditions
hereof, the Holders are willing to agree to such
requests. Accordingly, 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 Effective Date (as defined in Section 4 below), the Note Agreement is
amended as follows:
1.1.
A new paragraph 4B(3) is added to the Note Agreement as follows:
“4B(3).
Pro Rata
Prepayments. Until such time as the holders of the Notes have
received an amendment to the Intercreditor Agreement in form acceptable to
the
holders of the Notes, executed by the Collateral Agent and the Bank, which
amends the Intercreditor Agreement such that upon the occurrence of an
Enforcement (as defined in the Intercreditor Agreement) the participations
to be
purchased under Section 6 of the Intercreditor Agreement shall be in an amount
so as to cause the outstanding principal amount of the Notes divided by the
outstanding principal amount of the Loan and Reimbursement Obligations (as
defined in the Intercreditor Agreement) to equal the Pro Rata Share, or such
other form acceptable to the holders of the Notes, on any date when the
aggregate Indebtedness under the Credit Agreement is reduced below the Threshold
Amount (including, without limitation, as a result of an application of proceeds
to the payment of Indebtedness under the Credit Agreement pursuant paragraph
6C(7)(iii)), then, on such date the Company shall prepay a principal amount
of
the Notes equal to the Pro Rata Amount with respect to such reduction, together
with interest thereon to such date and together with the Yield-Maintenance
Amount, if any, with respect to each Note. Any partial prepayment of
the Notes pursuant to this paragraph 4B(3) shall be applied in satisfaction
of
the required payments of principal thereof (including the required payment
of
principal due upon the maturity thereof) in the inverse order of their scheduled
due dates.
1.2.
The last sentence of paragraph 4E of the Note Agreement is amended in its
entirety as follows:
“In
the
case of each prepayment of less than the entire unpaid principal amount of
all
outstanding Notes pursuant to paragraph 4B(2), 4B(3) or 4C, the amount to be
prepaid shall be applied pro rata to all outstanding Notes (excluding any Notes
prepaid or otherwise retired or purchased or otherwise acquired by the Company
or any of its Subsidiaries or Affiliates) according to the respective unpaid
principal amounts thereof.”
1.3.
A new paragraph 5J is added to the Note Agreement to read as
follows:
5J.
Mortgages. At
all times on and after November
21, 2008, the Company shall have, and shall have caused its Subsidiaries to
have, executed and delivered to the Collateral Agent and the holders of the
Notes such mortgages and leasehold mortgages in favor of the Collateral
Agent for the benefit of the Bank and the holders of the Notes securing the
Senior Indebtedness (as defined in the Intercreditor Agreement) (the “Mortgages”), each in form and
substance satisfactory to the Required Holders, so that substantially all (or
such lesser amount as is consistent with Prudential Capital Group’s reasonable
practices for similar transactions under similar circumstances) of the real
property owned or leased by the Company or its Subsidiaries shall be subject
to
a Mortgage, each duly filed and recorded in all such places so as to perfect
the
liens intended to be created thereby. With respect to the real estate
subject to each Mortgage, the Company shall have delivered to the Collateral
Agent and the holders of the Notes, at or before the time such Mortgage is
delivered to the Collateral Agent, (a) from a title company acceptable to the
Required Holders, a prepaid mortgagee title insurance policy in form acceptable
to the Required Holders, in an amount at least equal to the estimated fair
market value of such real estate and the improvements thereon, insuring the
lien
of such mortgage with respect to such real estate as a valid, prior lien on
such
real estate subject only to such exceptions as shall be approved by the Required
Holders and containing such endorsements as may be required by the Required
Holders, (b) an ALTA/ACSM Land Title Survey with respect to such real estate,
dated (or updated and recertified) as of a recent date, certified to the holders
of the Notes by a land surveyor licensed in the jurisdiction in which such
real
estate is located, and satisfactory to the Required Holders, and (c) a Phase
1
environmental assessment, and such additional environmental assessments and
reports as the Required Holders may request, satisfactory to the Required
Holders, and each holder of the Notes shall be satisfied with the environmental
condition of such real estate.”
1.4.
Paragraph 6A of the Note Agreement is amended in its entirety to read as
follows:
“6A.
Debt Service Coverage
Ratio. The Company will not permit the Debt Service Coverage
Ratio to be less than (i) 0.90 to 1.00 at any time on or prior to the fiscal
period ending on (or nearest to) December 19, 2007, (ii) 0.70 to 1.00 at any
time on or after the fiscal period beginning on (or nearest to)
December 19, 2007 to the fiscal period ending on (or nearest to) June
30, 2009 and (iii) 1.25 to 1.00 at any other time.”
1.5.
The proviso appearing at the end of paragraph 6C(2) (Debt) of the Note Agreement
is amended in its entirety and the following is hereby substituted
therefore:
“provided
that for each period of four
(4) consecutive fiscal quarters, the Company shall, at all times, maintain
a
ratio of Consolidated Debt to consolidated EBITDA (the “Leverage Ratio”) not exceeding
(i) 3.75 to 1.00 for the four (4) consecutive fiscal quarter periods ending
on
(or nearest to) December 30, 2007, (ii) 4.75 to 1.00 for the four (4)
consecutive fiscal quarter periods ending on (or nearest to) March 30, 2008,
June 29, 2008 and September 30, 2008, (iii) 4.00 to 1.00 for the four
consecutive fiscal quarter periods ending on (or nearest to) December 31, 2008,
(iv) 3.50 to 1.00 for the four consecutive fiscal quarter periods ending on
(or
nearest to) March 31, 2009 and June 30, 2009, and (v) 2.75 to 1.00 at any other
time; further provided that for purposes of the Leverage Ratio, all current
and
future Capitalized Lease Obligations shall, for so long as the underlying leases
are in effect, at all times be included in the computation of Consolidated
Debt
of the Company notwithstanding any subsequent reclassification of such
Capitalized Lease Obligations as operating leases under generally accepted
accounting principles (and with respect to such rental obligations that are
reclassified as operating leases, the amount of such rental obligations included
in the computation of Consolidated Debt shall be the amount that would otherwise
be required to be capitalized in accordance with generally accepted accounting
principles if such rental obligations were in fact Capitalized Lease Obligations
(it being understood and agreed that if the Company and/or its Subsidiaries
has
Capitalized Lease Obligations at the time of calculating the capitalized amount
of such operating leases, such calculation of the capitalized amount of such
operating leases shall be performed consistent with the methodology used to
calculate the capitalized amount of such Capitalized Lease
Obligations)). Together with the delivery of financial statements
required by paragraphs 5A(i) and (ii), for each Capitalized Lease Obligation
reclassified as an operating lease the Company will deliver to each Significant
Holder an Officer’s Certificate demonstrating the computation (including
disclosing the discount rate used in each such computation) of the capitalized
portion of such operating lease required to be included in the computation
of
Consolidated Debt for purposes of the Leverage Ratio pursuant to the immediately
preceding proviso.”
1.6.
Paragraph 6C(2A) is amended in its entirety to read as follows:
“6C(2A).
Leverage
Fee. In addition to interest accruing on the Notes, the
Company agrees to pay to the holders of the Notes a fee (the “Leverage Fee”) with respect
to each fiscal quarter of the Company, beginning with the fiscal quarter ending
on (or nearest to) March 31, 2008, on the last day of which the Leverage Ratio
for the four most recent fiscal quarters then ended is equal to or greater
than
3.00 to 1.00. The Leverage Fee payable for any fiscal quarter with
respect to each Note shall be a dollar amount equal to (a) the product obtained
by multiplying
(i) (1) for each fiscal quarter ending before November 21, 2008 (A) .010 if
the
Leverage Ratio is less than 4.00 to 1.00, and (B) .025 if the Leverage Ratio
is
equal to or greater than 4.00 to 1.00 and (2) for each fiscal quarter ending
on
or after November 21, 2008 (A) .025 if the Leverage Ratio is less than 4.00
to
1.00, and (B) .040 if the Leverage Ratio is equal to or greater than 4.00 to
1.00, in either case times (ii) the
Weighted Dollar Average (as defined below) of the principal balance of such
Note
during the fiscal quarter to which the Leverage Fee relates and (b) dividing
the
product thus obtained by four. The Leverage Fee for each applicable
fiscal quarter shall be payable in arrears on the date upon which the financial
statements for such fiscal quarter are to be delivered under paragraph 5A(i)
(or
paragraph 5A(ii), if the applicable fiscal quarter is the last fiscal quarter
in
a fiscal year). If the Company fails to deliver financial statements
under paragraphs 5A(i) or 5A(ii) for any fiscal quarter or fiscal year by the
date such delivery is due, and fails to provide such financial statements within
five (5) days of written notice of such failure given to the Company, then
the
Company shall be deemed to owe the Leverage Fee for such fiscal quarter and
shall make the payment required for such fiscal quarter on the date due pursuant
to the preceding sentence. Payment of the Leverage Fee shall be made
pursuant to the terms of paragraph 11A.
The
acceptance of the Leverage Fee by any holder of a Note shall not constitute
a
waiver of any Default or Event of Default, including, without limitation, any
Default or Event of Default under paragraph 6C(2). The consequences
for the failure to pay the Leverage Fee when due shall be governed by paragraph
7A(ii) hereof, treating the Leverage Fee, for such purposes and for the purpose
of determining the amount payable upon acceleration of the Notes, as
interest.
As
used
in this paragraph 6C(2A), “Weighted Dollar Average”
shall mean, with respect to any Note, during any fiscal quarter of the Company,
a dollar amount determined by adding together the daily outstanding principal
balance of such Note during such fiscal quarter and dividing the amount thus
obtained by the total number of days in such fiscal quarter.”
1.7.
Paragraph 6C(11) of the Note Agreement is amended and restated in its entirety
as follows:
“6C(11).
Restricted
Payments. At any time declare or make, or become obligated to
declare or make, any Restricted Payment.”
1.8.
Paragraph 6D of the Note Agreement is amended and restated in its entirety
as
follows:
“6D.
Availability under Credit
Agreement. The Company shall not permit at any time there not
to be in full force and effect a commitment by the Banks under a Credit
Agreement to make revolving loans to the Company in an aggregate outstanding
principal amount of up to at least $30,000,000, and on and after November 21,
2008 no portion of such commitment shall have a scheduled termination date
prior
to one year after such time.”
1.9.
New paragraphs 6E and 6F are added to the Note Agreement as
follows:
“6E.
Management
Fees. The Company will not, and will not permit any Subsidiary
to, pay, agree to pay or
set aside funds for the payment of, any management fees, consulting
fees,
advisory fees or similar fees or expenses to any of its employees,
directors or holders of its capital stock or other equity interests, or any
Affiliate thereof, either directly
or indirectly, whether in cash or property or otherwise, provided that the
Company may reimburse out-of-pocket expenses in an aggregate amount not to
exceed $500,000 incurred by Western Sizzlin and the Lion Fund in
connection with the proxy contest among the shareholders of the Company in
calendar year 2008.
6F.
Compensation. The
Company will not, and will not permit any Subsidiary to, pay, agree to pay or set aside
funds for
the payment of any salary, bonus or other compensation, either directly or indirectly,
whether
in cash or property or otherwise, to (i) its Chief Executive Officer or
similar officer in an aggregate amount not to exceed $500,000 in any full fiscal
year, and a lesser proportionate amount for any period of less than a full
fiscal year, or (ii) to any other employee, except, solely with respect to
such
other employees, salaries, bonuses and other compensation that is market-based,
consistent with reasonable business practices and sound business judgment and
reflective of the performance of the Company.”
1.10.
Paragraph 10A of the Note Agreement is amended by amending the following defined
terms therein in their entirety as follows:
“Called
Principal” shall mean,
with respect to any Note, the principal of such Note that is to be prepaid
pursuant to paragraph 4B(2), 4B(3) 4C, is put to the Company pursuant to
paragraph 5G or is declared to be immediately due and payable pursuant to
paragraph 7A, as the context requires.
“Settlement
Date” shall mean,
with respect to the Called Principal of any Note, the date on which such Called
Principal is to be prepaid pursuant to paragraph 4B(2), 4B(3) or 4C, is put
to
the Company pursuant to paragraph 5G or is declared to be immediately due and
payable pursuant to paragraph 7A, as the context requires.
1.11.
Paragraph 10B of the Note Agreement is amended by adding, or amending and
restating, as applicable, the following defined terms:
“Collateral”
shall mean all
accounts, accounts receivable, inventory, machinery, equipment, general
intangibles, fixtures and all other tangible or intangible personal property
of
the Company and its Subsidiaries, whether now owned or hereafter acquired and
whether now or hereafter existing; provided that on and after November 21,
2008,
“Collateral” shall include substantially all (or such lesser amount as is
consistent with Prudential Capital Group’s reasonable practices for similar
transactions under similar circumstances) real property owned or leased by
the
Company and its Subsidiaries, and all improvements thereon, whether now owned
or
hereafter acquired and whether now or hereafter existing.
“Collateral
Documents” shall
mean the Security Agreement, the Mortgages and any other agreement, document
or
instrument in effect on the Seventh Amendment Effective Date or executed by
the
Company or any Subsidiary after the Seventh Amendment Effective Date under
which
the Company or such Subsidiary has granted a lien upon or security interest
in
any property or assets to the Collateral Agent to secure all or any part of
the
obligations of the Company under this Agreement or the Notes or of any Guarantor
under any Guaranty Agreement, and all financing statements, certificates,
documents and instruments relating thereto or executed or provided in connection
therewith, each as amended, restated, supplemented or otherwise modified from
time to time.
“EBITDA”
shall
mean earnings
before interest, taxes, depreciation and amortization, plus, to the extent
deducted in determining the same, the Specified Impairment Charge, all
determined in accordance with generally accepted accounting
principles.
“Debt
Service Coverage Ratio”
shall mean the ratio of (i) consolidated net income of the Company and
Subsidiaries plus, to the extent deducted in determining the same, interest
expense, rental expense and the Specified Impairment Charge to (ii) the sum
of
interest expense, rental expense, the current portion of all lease obligations
and the current portion of Debt, in each case for the period of four consecutive
fiscal quarters (or in the case of the current portion of Debt, as of the last
day of the fiscal quarter) of the Company most recently ended as of any time
of
determination.
“Mortgages”
shall have the
meaning given in paragraph 5J hereof.
“Pro
Rata Amount” shall mean,
with respect to any reduction of Indebtedness under the Credit Agreement, the
product of the Pro Rata Share multiplied by the Reduction with respect to such
reduction, less any payments of principal made on the Notes pursuant to
paragraph 4A or 4B(1) after August 11, 2008 and not previously subtracted to
compute the Pro Rata Amount.
“Pro
Rata Share” shall mean
(i) $17,142,857 divided by (ii) $11,640,000.
“Reduction”
shall mean, with
respect to any reduction of Indebtedness under the Credit Agreement, the
difference between (i) the Threshold Amount immediately prior to such reduction
and (ii) the aggregate Indebtedness outstanding under the Credit Agreement
after
giving effect to such reduction.
“Specified
Impairment Charge”
shall mean that certain non-cash impairment charge incurred on or before July
2,
2008 by the Company as a result of the closing of 12 retail restaurant locations
and the write down in value of 14 other retail restaurant locations, in an
aggregate amount not to exceed $17,500,000, provided that for purposes of
calculating the Debt Service Coverage Ratio, the amount of the “Specified
Impairment Charge” shall be determined on an after-tax basis.
“Threshold
Amount” shall mean
$11,640,000, less the aggregate amount of all Reductions (without
duplication).
SECTION
2.
Waiver. Effective
on the
Effective Date, Prudential hereby waives the Existing Events of Default,
provided that the Company would have been in compliance with the provisions
of
paragraph 6A and the provisions of paragraph 6C(2) as of the fiscal quarter
of
the Company ended on or about June 30, 2008 if the amendments to the Note
Agreement in Section 1 hereof had been effective as of the end of such fiscal
quarter.
SECTION
3. Representations
and Warranties. The Company
represents and warrants that (a) each representation and warranty set
forth in paragraph 8 of the Note Agreement is true and correct as of the date
of
execution and delivery of this letter by the Company with the same effect as
if
made on such date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they were true and correct
as
of such earlier date); (b) after giving effect to the amendments set forth
in
Section 1 hereof and the waivers in Section 2 hereof, no Event of Default or
Default exists or has occurred and is continuing on the date hereof and (c)
neither the Company nor any of its Subsidiaries has paid or agreed to pay,
and
neither the Company nor any of its Subsidiaries will pay or agree to pay, any
fees or other consideration to any Bank or any other Person in connection with
the waiver and amendment referenced in Section 4.2 hereof except an amendment
fee in the aggregate not to exceed $30,000.
SECTION
4. Conditions
Precedent. This letter
shall
be deemed effective on the date (the “Effective Date”) each of the
following conditions shall have been satisfied:
4.1.
Documents. Prudential
shall have received original counterparts or, if satisfactory to Prudential,
certified or other copies of all of the following, each duly executed and
delivered by the party or parties thereto, in form and substance satisfactory
to
Prudential, dated the Effective Date unless otherwise indicated, and on the
Effective Date in full force and effect with no event having occurred and being
then continuing that would constitute a default thereunder or constitute or
provide the basis for the termination thereof:
(i)
this letter; and
(ii)
such other certificates, documents and agreements as Prudential may reasonably
request.
4.2.
Waiver and Amendment to Credit
Agreement. Prudential shall have received a copy of the
executed waiver and amendment to Credit Agreement, in form and substance
satisfactory to Prudential, and such waiver amendment shall be in full force
and
effect.
4.3.
Amendment
Fee.
The Company shall have paid to the holders of the Notes, by wire transfer
of
immediately available funds, such holder’s ratable portion (in proportion to the
aggregate principal amount of the Notes held by such holders as of the Effective
Date) of an amendment fee in the aggregate amount, for all holders of the Notes,
of $30,000.
4.4.
Proceedings. All
corporate and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incident thereto shall be
satisfactory in substance and form to Prudential, and Prudential shall have
received all such counterpart originals or certified or other copies of such
documents as it may reasonably request.
Upon
execution hereof by the Company, this letter and each of the
other foregoing documents should be returned to: Prudential Capital
Group, Two Prudential Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
Attention: Wiley X. Xxxxx.
SECTION
5.
Reference
to and Effect on Note Agreement. Upon the
effectiveness of this letter, each reference to the Note Agreement and the
Notes
in any other document, instrument or agreement shall mean and be a reference
to
the Note Agreement and the Notes as modified by this letter. Except
as specifically set forth in Sections 1 and 2 hereof, each of the Note Agreement
and the Notes shall remain in full force and effect and each is hereby ratified
and confirmed in all respects. The execution, delivery and
effectiveness of this letter shall not be construed as a course of dealing
or
other implication that Prudential or any holder of any Note has agreed to or
is
prepared to grant any waivers or consents or agree to any amendments to the
Note
Agreement in the future, whether or not under similar
circumstances.
SECTION
6.
Expenses. The
Company
hereby confirms its obligations under the Note Agreement, whether or not the
transactions hereby contemplated are consummated, to pay, promptly after request
by Prudential or any holder of any Note, all reasonable out-of-pocket costs
and
expenses, including attorneys’ fees and expenses, incurred by Prudential or any
holder of any Note in connection with this letter agreement or the transactions
contemplated hereby, in enforcing any rights under this letter, or in responding
to any subpoena or other legal process or informal investigative demand issued
in connection with this letter or the transactions contemplated
hereby. The obligations of the Company under this Section 6 shall
survive transfer by any holder of any Note and payment of any Note.
SECTION
7.
Reaffirmation.
Each Guarantor hereby
consents to the terms and conditions of this letter and hereby ratifies and
reaffirms all of its payment and performance obligations, contingent or
otherwise, under the Guaranty Agreement, including without limitation, with
respect to the Note Agreement as amended by this letter. The Company
hereby reaffirms its grant of liens in the Collateral under the Security
Agreement and confirms that such liens continue to secure the Obligations (as
defined in the Security Agreement), including without limitation, under the
Note
Agreement as amended by this letter.
SECTION
8.
Release. The
Company and
the Guarantors hereby release, remise, acquit and forever discharge Prudential
and their employees, agents, representatives, consultants, attorneys,
fiduciaries, servants, officers, directors, partners, predecessors, successors
and assigns, subsidiary corporations, parent corporations and related corporate
divisions (collectively, “Released Parties”) from any
and all actions and causes of action, judgments, executions, suits, debts,
claims, demands, liabilities, obligations, damages and expenses of any and
every
character, known or unknown, direct and/or indirect, at law or in equity, of
whatsoever kind or nature, whether heretofore or hereafter arising, for or
because of any matter or thing done, omitted or suffered to be done by any
Released Party prior to and including the date or execution hereof and in any
way directly or indirectly arising out of or in any way connected to this letter
and the Transaction Documents , including but not limited to, claims relating
to
any actions taken in connection with the administration of the investment
evidenced by the Notes (collectively, the “Released
Matters”). The Company and the Guarantors acknowledge that the
agreements in this Section are intended to be in full satisfaction of all or
any
alleged injuries or damages arising in connection with the Released
Matters. The Company and the Guarantors represent and warrant to
Prudential that they have not purported to transfer, assign or otherwise convey
any right, title or interest in any Released Matter to any other Person and
that
the foregoing constitutes a full and complete release of all Released
Matters.
SECTION
9. 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
10. 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.
[signature
page follows]
Very
truly yours,
PRUDENTIAL
INVESTMENT MANAGEMENT, INC.
By:
/s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx, Vice
President
THE
PRUDENTIAL INSURANCE COMPANY
OF
AMERICA
By:
/s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx, Vice
President
PRUCO
LIFE INSURANCE COMPANY
By:
/s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx, Vice
President
UNITED
OF OMAHA LIFE INSURANCE
COMPANY
By:
Prudential Private Placement Investors,
L.P.
(as Investment
Advisor)
By:
Prudential Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx, Vice
President
Agreed
and Accepted:
THE
STEAK N SHAKE COMPANY
By: /s/
Xxxxx X.
Xxxxx
Name: Xxxxx
X. Xxxxx
Title:
Vice President, General Counsel, Corporate Secretary
STEAK
N SHAKE OPERATIONS, INC.
By: /s/
Xxxxx X.
Xxxxx
Name: Xxxxx
X. Xxxxx
Title:
Vice President, General Counsel, Corporate
Secretary
SNS
INVESTMENT COMPANY
By: /s/
Xxxxx X.
Xxxxx
Name: Xxxxx
X. Xxxxx
Title:
Vice President, General Counsel, Corporate Secretary
STEAK
N SHAKE ENTERPRISES, INC.
By: /s/
Xxxxx X.
Xxxxx
Name: Xxxxx
X. Xxxxx
Title:
Vice President, General Counsel, Corporate Secretary
