SECOND AMENDMENT TO CREDIT AGREEMENT

 

 (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 as follows:

"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.

 

(i)

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 line of credit from time to time to the Company of amounts not exceeding in the aggregate at any time outstanding the sum of Thirty Million and 00/100 Dollars ($30,000,000.00).  Proceeds of the Revolving Loan may be used by the Company only for working capital and general corporate purposes.

 

(ii)

Method of Borrowing.  The obligation of the Company to repay the Revolving Loan will be evidenced by a Promissory Note of the Company in the form of Exhibit “A” attached to the Second Amendment (the “Revolving Note”).

 

a.

Organization of the Company and the Guarantors.  The Company is a corporation organized, existing and in good standing under the laws of the State of Indiana, and each other Obligor is a corporation or limited liability company duly organized, existing, and in good standing under the laws of the jurisdiction in which it is incorporated or created.  The Company and each Guarantor is qualified to do business in every jurisdiction in which:  (i) the nature of the business conducted or the character or location of properties owned or leased, or the residences or activities of employees make such qualification necessary, and (ii) failure so to qualify might impair the title of the Company or the respective Guarantor to material properties or the Company's or the respective Guarantor’s right to enforce material contrac ts or result in exposure of the Company or the Guarantor to liability for material penalties in such jurisdiction.  No jurisdiction in which the Company or any Guarantor is not qualified to do business has asserted that the Company or such Guarantor is required to be qualified therein except as disclosed on the “Schedule of Exceptions” attached hereto as Exhibit “C”.  The principal office of the Company and of each Guarantor is located at 36 South Pennsylvania Street, Suite 500, Indianapolis, Indiana  46204.  The Company does not conduct any material operations or keep any material amounts of property at any other location, except as shown on  Schedule I attached hereto.  The Company has not done business under any name other than its present corporate name at any time during the six years precedin g the date of this Agreement.  The exact name under which the Company is the name of the Company shown on the signature pages hereof.  Furthermore, the Parent company formerly known as The Steak n Shake Company, an Indiana corporation, has changed its name to Biglari Holdings Inc., an Indiana corporation as of April 8.

 

(iv)

Resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance, respectively, of this Amendment and all other Loan Documents provided for in this Amendment to which the Company is a party, certified by the Secretary of the Board of Directors of the Company as being in full force and effect and duly adopted as of the date of this Amendment.

 

(v)

The Certificate of the Secretary of the Board of Directors of the Company certifying the names of the officer or officers authorized to execute this Amendment and all other Loan Documents provided for in this Amendment to which the Company is a party, together with a sample of the true signature of each such officer, dated as of the date of this Amendment.

 

(vi)

Resolutions of the Board of Directors of Steak n Shake Enterprises, Inc. authorizing the execution, delivery and performance, respectively, of its Reaffirmation of Guaranty Agreement and the other Loan Documents provided for in this Amendment to which Steak n Shake Enterprises, Inc. is a party, certified by the Secretary of the Board of Directors of Steak n Shake Enterprises, Inc. as being in full force and effect and duly adopted as of the date of this Amendment.

 

(vii)

The Certificate of the Secretary of the Board of Directors of Steak n Shake Enterprises, Inc. certifying the names of the officer or officers authorized to execute this Amendment and all other Loan Documents provided for in this Amendment to which Steak n Shake Enterprises, Inc. is a party, together with a sample of the true signature of each such officer, dated as of the date of this Amendment.

 

(viii)

Resolutions of the Board of Directors of Steak n Shake Operations, Inc.,  the sole member of Steak n Shake, LLC authorizing the execution, delivery and performance, respectively, of the Reaffirmation of Guaranty Agreement to be executed by Steak n Shake, LLC and all other Loan Documents provided for in this Amendment to which Steak n Shake, LLC is a party, certified by the Secretary of the Board of Directors of Steak n Shake Operations, Inc. as being in full force and effect and duly adopted as of the date of this Amendment.

 

(ix)

Such other documents as the Bank may reasonably request.