0001047469-02-007818 Sample Contracts

December 18, 2002
Note Purchase and Private Shelf Agreement • December 20th, 2002 • Steak & Shake Co • Retail-eating places • Illinois

Reference is made to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated as of September 20, 2002 (as amended from time to time, the "Note Agreement") between The Steak N Shake Company, an Indiana corporation (the "Company") and The Prudential Insurance Company of America ("Prudential") and each Prudential Affiliate which may become a party thereto in accordance with the terms thereof, 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.

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THE STEAK N SHAKE COMPANY AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase and Private Shelf Agreement • December 20th, 2002 • Steak & Shake Co • Retail-eating places • Illinois

Prudential Investment Management, Inc. ("Prudential") The Prudential Insurance Company of America ("PICA") Each Prudential Affiliate (as hereinafter defined) which becomes bound by certain provisions of this Agreement as hereinafter provided (together with PICA, the "Purchasers")

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 20th, 2002 • Steak & Shake Co • Retail-eating places

THE STEAK N SHAKE COMPANY, an Indiana corporation (the "Company") and FIFTH THIRD BANK, INDIANA (CENTRAL), a national banking association with its principal office in Indianapolis, Indiana (the "Bank"), being parties to that certain Credit Agreement dated as of November 16, 2001, as previously amended (collectively, the "Agreement") agree to amend the Agreement by this Second Amendment to Credit Agreement (this "Amendment") as follows.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 20th, 2002 • Steak & Shake Co • Retail-eating places

THE STEAK N SHAKE COMPANY, an Indiana corporation (the "Company") and FIFTH THIRD BANK, INDIANA (CENTRAL), a national banking association with its principal office in Indianapolis, Indiana (the "Bank"), being parties to that certain Credit Agreement dated as of November 16, 2001, (the "Agreement") agree to amend the Agreement by this First Amendment to Credit Agreement (this "Amendment") as follows.

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