FIRST ADDENDUM TO LOAN AGREEMENT (THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE UNIFORM ARBITRATION ACT OF SOUTH CAROLINA, S.C. CODE SECTIONS 15-48-10, ET SEQ.)

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EXHIBIT 4.6

FIRST ADDENDUM TO LOAN AGREEMENT

(THIS AGREEMENT IS SUBJECT TO
ARBITRATION UNDER THE UNIFORM
ARBITRATION ACT OF SOUTH CAROLINA, S.C.
CODE SECTIONS 15-48-10, ET SEQ.)

THIS FIRST ADDENDUM TO LOAN AGREEMENT (this "Amendment") is made and entered into this 13th day of March, 2002, by and among: (i) BANK OF AMERICA, N.A. ("Lender"); (ii) IHOP PROPERTIES, INC., a California corporation ("Borrower"); and (iii) INTERNATIONAL HOUSE OF PANCAKES, INC., a Delaware corporation, IHOP Corp., a Delaware corporation ("IHOP Parent") and IHOP Realty Corp., a Delaware corporation (collectively, the "Guarantor").

R E C I T A L S

WHEREAS, on April 27, 2001, Borrower, Guarantor and Lender entered into that certain Loan Agreement (the "Loan Agreement") relating to a $12,018,206.00 loan secured by land, building and fixtures comprising equipment and signage to be used in connection with a thirteen (13) IHOP Restaurants;

WHEREAS, Borrower, Guarantor and Lender now desire to amend the Loan Agreement to reflect an additional loan to Borrower as evidenced by that certain Promissory Note by Borrower in favor of Lender in the original principal amount of $17,203,432.00 (the "$17,203,432.00 Loan") secured by land, building and fixtures comprising seventeen (17) IHOP Restaurant;

NOW, THEREFORE, for and in consideration of the $17,203,432.00 Loan, the parties hereto agree as follows:

1. Recitals. Borrower, Guarantor and Lender hereby approve the foregoing recitations and agree that said recitations are true and correct in all respects.

2. Definitions. As defined in the Loan Agreement, the following terms hereby modified as follows:

(a): "Loan" shall also include the $17,203,432.00 Loan.
(b): "Note" shall also include that certain Promissory Note of even date herewith in the original principal amount of $20,000,000.00.
(c): "Collateral Location" shall also include those certain IHOP Restaurants located at the street addresses listed on Exhibit "A" attached hereto and made a part hereof.
(d): "Equipment Leases" shall also include those certain leases which are described in full on Exhibit "B" attached hereto and made a part hereof.
(e): "Ground Leases" shall also include those certain leases entered into by Borrower which are described in full on Exhibit "C" attached hereto and made a part hereof.
(f): "Guarantor" is amended to reflect that INTERNATIONAL HOUSE OF PANCAKES, INC., a Delaware corporation is the successor by merger to IHOP Restaurants, Inc.
(g): "Subleases" shall also include those certain subleases entered into by Borrower and the Subtenants (as defined in the Loan Agreement) which are described in full on Exhibit "D" attached hereto and made a part hereof. The Subtenants are also the franchisee and operator of the IHOP Restaurants located at the Collateral Locations as designated on Exhibit "A".
(h): "Restaurants" shall be amended to mean INTERNATIONAL HOUSE OF PANCAKES, INC., a Delaware corporation as the successor by merger to IHOP Restaurants, Inc.

3. Ratification and Reaffirmation. Borrower and Guarantor hereby ratify and reaffirm each of the Loan Documents and all of Borrower's and Guarantor's covenants, duties and liabilities thereunder.

4. Representations and Warranties. Borrower and Guarantor represent and warrant to Lender, to induce Lender to enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite corporate action on the part of the Borrower and/or Guarantor and this Amendment has been executed and delivered by Borrower and Guarantor; and except as may have been disclosed in writing by Borrower and/or Guarantor to Lender prior to the date hereof, all of the representations and warranties made by Borrower in the Loan Agreement are true and correct on and as of the date hereof.

5. Expenses of Lender. Borrower agrees to pay all costs and expenses incurred by Lender in connection with the preparation, negotiation and execution of this Amendment and any other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of Lender's legal counsel.

6. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Georgia. The parties stipulate and agree that the Borrower and Guarantor have numerous business operations in the State of Georgia and this Amendment has been made, delivered and is performable in the State of Georgia at Bank's main office in the State of Georgia and the laws of the State of Georgia and applicable United States federal law shall apply and this Agreement shall be construed in accordance with the laws of the State of Georgia and applicable United States federal law. Wherever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Amendment. The invalidity or unenforceability of any provision of any Loan Document to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.

7. Successors and Assigns. The Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

8. No Novation, etc. This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect.

9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument.

10. Waiver of Notice. Borrower and Guarantor hereby waive notice of acceptance of this Amendment by Lender.

11. General. Except as specifically modified herein, all other terms and conditions of the Loan Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have signed and sealed this Amendment on the day and year first above-written.

GUARANTOR:		BORROWER:
INTERNATIONAL HOUSE OF PANCAKES, INC.		IHOP PROPERTIES, INC.

By:		By:

Name:	Xxxxxxx X. Xxxxxx	Name:	Xxxxxxx X. Xxxxxx
Title:	Chairman	Title:	Chairman
(CORPORATE SEAL)		(CORPORATE SEAL)

GUARANTOR:		BORROWER:
IHOP REALTY CORP.		IHOP CORP.

By:		By:

Name:	Xxxxxxx X. Xxxxxx	Name:	Xxxxxxx X. Xxxxxx
Title:	Chairman	Title:	Chairman
(CORPORATE SEAL)		(CORPORATE SEAL)

BANK/LENDER:
BANK OF AMERICA, N.A.
By:

Name:		Xxxxx X. Xxxxxx, Xx.
Title:		Vice President

LIST OF EXHIBITS

Exhibit A—List of Collateral Locations

Exhibit B—Description of Equipment Leases

Exhibit C—Description of Ground Leases

Exhibit D—Description of Subleases

Exhibit "A"

	Xxxx Xx.	Xxxxxxxx	Xxxxxx Xxxxxxx	Xxxxxx
1.	000	Xxxxxxxx, XX	0000 Xxxxx X XxXxxx Xxxx. Xxxxxxxx, XX	Florence
2.	000	Xxxxx Xxxxxx Xxxxx, XX	000 Xxxxxxx 00 X Xxxxx Xxxxxx Xxxxx, XX 00000-0000	Horry
3.	000	Xxxxxxx, Xx	0000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx, XX 00000-0000	San Bernardino
4.	0000	Xxxxxxxxx, XX	0000 X. Xxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000	Xxxxxx
5.	0000	Xxxx Xxxxxx, XX	0000 Xxxxx Xxxxxx Xxxxx Xxxx Xxxxxx, XX 00000-0000	Salt Lake
6.	0000	Xxxxx, XX	00000 Xxxxx Xxxxxx Xxxxx, XX 00000-0000	Salt Lake
7.	0000	Xxxxxxxx, XX	0000 X Xxxxxxxx Xxx Xxxxxxxx, XX 00000-0000	Ada
8.	0000	Xxxxx, XX	0000 Xxxxxxx Xxx Xxxxx, XX 00000-0000	Ada
9.	0000	Xxxxxxxx Xxxx, XX	0000 XX Xxxxxxxxxx Xxxxxxxx Xxxx, XX 00000-0000	Oklahoma
10.	0000	Xxx Xxxxxxx, XX	0000 Xxxxxxx Xxx Xxx Xxxxxxx, XX	Garland
11.	0000	Xxxxxxx Xxxx, XX	0000 X Xxx Xxxxx Xxxx Xxxxxxx Xxxx, XX 00000-0000	Oklahoma
12.	0000	Xxxxxxxx Xxxx, XX	0000 X Xxxxxxx Xxxx Xxxxxxxx Xxxx, XX	Oklahoma
13.	0000	X. Xxxxxx Xxxx, XX	0000 Xxxxxx Xx Xxxxx Xxxxxx Xxxx, XX 00000-0000	Pulaski
14.	0000	Xxxxx Xxxxxxxx, XX	0000 X. Xxxxxxx 00 Xxxxx Xxxxxxxx, XX 00000-0000	Charleston
15.	0000	Xxxxx, XX	00000 X Xxxxxx Xxxx Xxxxx, XX 00000-0000	Xxxxxxx
16.	0000	Xxxxxxx, XX	0000 X 00xx Xxxxxx Xxxxxxx, XX 00000-0000	Lancaster
17.	0000	Xxxxxxxx, XX	0000 Xxxxxxxxxx Xxxx Xxxxxxxx, XX 00000-0000	Sarpy

Exhibit "B"—Description of Equipment Leases

1.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxxx Xxxxxx, as lessee dated November 22, 2000.
2.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxxxxxx Xxxxxxxxxx, as lessee dated June 8, 2001.
3.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Ontario Xxxxx Foods, Inc., as lessee dated May 29, 2001.
4.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxxx Xxxx, as lessee dated March 30, 2000.
5.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxxx Xxxx, as lessee dated July 18, 2000.
6.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxxx Xxxx, as lessee dated September 13, 2000.
7.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxx Pounds, as lessee dated October 21, 2000.
8.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxx Pounds, as lessee dated December 28, 2000.
9.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and 1907, Inc., as lessee dated September 14, 2000.
10.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxx Xxxxx, as lessee dated September 15, 2000.
11.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxxxx Xxxxxx, as lessee dated November 17, 2000.
12.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxx Xxxxxxxx, as lessee dated December 15, 2000.
13.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxx X. Xxxxxx, as lessee dated September 15, 2001.
14.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxx Xxxxxxxx, as lessee dated June 30, 2000.
15.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Xxxxxxxxx Xxxxxxxx, as lessee dated November 14, 2000.
16.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Bernardus Xxxxxxxx Xxxxxx, Xx. aka Xxx X. Xxxxxx, Xx., as lessee dated April 27, 2000.
17.		Equipment Lease by and between International House of Pancakes, Inc., as successor by merger with IHOP Restaurants, Inc., as lessor and Bernardus Xxxxxxxx Xxxxxx, Xx. aka Xxx X. Xxxxxx, Xx., as lessee dated December 30, 2001.

Exhibit "C"—DESCRIPTION OF GROUND LEASES

1.		Ground Lease dated July 26, 2000, between IHOP Properties, Inc., as Tenant and PR Magnolia, LLC, as Landlord; as amended by that certain First Amendment to Ground Lease dated January 23, 2001.
2.		Ground Lease dated February 23, 2001, between IHOP Properties, Inc., as Tenant and The Gator Hole Development, L.L.C., as Landlord; as amended by that certain First Amendment to Ground Lease dated July 19, 2001.
3.		Ground Lease dated May 6, 1999, between IHOP Properties, Inc., as Tenant and Xxxxxx Ontario Gateway, LLC., as Landlord; as amended by that certain First Amendment to Ground Lease dated February 16, 2000; as further amended by that certain Second Amendment to Ground Lease dated August 1, 2000.
4.		Ground Lease dated August 18, 1999, between IHOP Properties, Inc., as Tenant and Property Development Associates, as Landlord; as amended by that certain First Amendment to Ground Lease dated November 15, 1999; as further amended by that certain Second Amendment to Ground Lease dated February 7, 2001.
5.		Ground Lease dated March 22, 2000, between IHOP Properties, Inc., as Tenant and Jordan Landing, L.L.C., as Landlord; as amended by that certain First Amendment to Ground Lease dated November 24, 2000.
6.		Ground Lease dated June 6, 2000, between IHOP Properties, Inc., as Tenant and Amsource Z-Value, L.L.C., as Landlord; as amended by that certain First Amendment to Ground Lease dated July 6, 2000; as further amended by that certain Second Amendment to Ground Lease dated August 23, 2000.
7.		Ground Lease dated April 21, 2000, between IHOP Properties, Inc., as Tenant and TFCM Associates, LLC, as Landlord; as amended by that certain First Amendment to Ground Lease dated December 28, 2000.
8.		Ground Lease dated May 30, 2000, between IHOP Properties, Inc., as Tenant and VFP VC, as Landlord; as amended by that certain First Amendment to Ground Lease dated January 29, 2001.
9.		Ground Lease dated April 26, 2000, between IHOP Properties, Inc., as Tenant and F. Xxxxx Xxxx, as Landlord; as amended by that certain First Amendment to Ground Lease dated November 6, 2000.
10.		Ground Lease dated May 31, 2000, between IHOP Properties, Inc., as Tenant and Xxxxxxx Enterprises, Inc., as Landlord; as amended by that certain First Amendment to Ground Lease dated November 9, 2000.
11.		Ground Lease dated August 2, 2000, between IHOP Properties, Inc., as Tenant and Commercial Net Lease Realty, Inc., as Landlord; as amended by that certain Rent Start Agreement dated February 1, 2001.
12.		Lease between WRG 567 Trust, a Delaware business trust, as Landlord and IHOP Properties, Inc., as Tenant dated June 8, 2001,
13.		Ground Lease dated June 7, 2001, between IHOP Properties, Inc., as Tenant and Simon Property Group, L.P., as Landlord as amended by that certain First Amendment to Ground Lease dated December 11, 2001.
14.		Ground Lease dated February 11, 2001, between IHOP Properties, Inc., as Tenant and AJS Group II, LLC, as Landlord, as amended by that certain Assignment and Assumption of Lease (Parcel 14, Market Center) between AJS Group II, LLC, as Assignor, Xxxx X. Xxxxxxx, as Assignee and Consent by Xxxxxx X. Xxxxxx, Xx., individually and as the Personal Representative of the Estate of Xxxxx X. Xxxxxx dated November 29, 2000,, recorded December 20, 2000 at Book T360, Page 128, aforesaid records.
15.		Ground Lease dated November 5, 1999, between IHOP Properties, Inc., as Tenant and Xxxxxx Properties, as Landlord; as amended by that certain First Amendment to Ground Lease dated May 19, 2000.
16.		Ground Lease dated December 9, 1999, between IHOP Properties, Inc., as Tenant and 27 Superior, LLC, as Landlord; as amended by that certain First Amendment to Ground Lease dated July 10, 2000.
17.		Ground Lease dated September 11, 2000, between IHOP Properties, Inc., as Tenant and The 15^th & Cornhusker, L.L.C., as Landlord; as amended by that certain Addendum to Ground Lease dated January 30, 2001.

Exhibit "D"—Description of Sublease

1.		Sublease by and between Xxxxxxx Xxxxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated November 22, 2000.
2.		Sublease by and between Xxxxxxxxxx Xxxxxxxxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated June 8, 2001.
3.		Sublease by and between Ontario Xxxxx Foods, Inc., as Subtenant and IHOP Properties, Inc., as Sublandlord dated May 24, 2001.
4.		Sublease by and between Xxxxxxx Xxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated March 30, 2000.
5.		Sublease by and between Xxxxxxx Xxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated July 18, 2000.
6.		Sublease by and between Xxxxxxx Xxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated September 13, 2000.
7.		Sublease by and between Xxxxx Pounds, as Subtenant and IHOP Properties, Inc., as Sublandlord dated October 21, 2000.
8.		Sublease by and between Xxxxx Pounds, as Subtenant and IHOP Properties, Inc., as Sublandlord dated December 28, 2000.
9.		Sublease by and between 1907, Inc., as Subtenant and IHOP Properties, Inc., as Sublandlord dated September 14, 2000.
10.		Sublease by and between Xxxx Xxxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated September 15, 2000.
11.		Sublease by and between Xxxxxxxx Xxxxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated November 17, 2000.
12.		Sublease by and between Xxxxxx Xxxxxxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated December 15, 2000.
13.		Sublease by and between Xxxxxx X. Xxxxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated September 15, 2001.
14.		Sublease by and between Xxxxx Xxxxxxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated June 30, 2000.
15.		Sublease by and between Xxxxxxxxx Xxxxxxxx, as Subtenant and IHOP Properties, Inc., as Sublandlord dated November 14, 2000.
16.		Sublease by and between Bernardus Xxxxxxxx Xxxxxx, Xx. aka Xxx X. Xxxxxx, Xx., as Subtenant and IHOP Properties, Inc., as Sublandlord dated April 27, 2000.
17.		Sublease by and between Bernardus Xxxxxxxx Xxxxxx, Xx. aka Xxx X. Xxxxxx, Xx., as Subtenant and IHOP Properties, Inc., as Sublandlord dated December 30, 2001.

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EXHIBIT 4.6
FIRST ADDENDUM TO LOAN AGREEMENT
Exhibit "A"
Exhibit "B"—Description of Equipment Leases
Exhibit "C"—DESCRIPTION OF GROUND LEASES
Exhibit "D"—Description of Sublease

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FIRST ADDENDUM TO LOAN AGREEMENT (THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE UNIFORM ARBITRATION ACT OF SOUTH CAROLINA, S.C. CODE SECTIONS 15-48-10, ET SEQ.)

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