GUARANTY AND COLLATERAL AGREEMENT (APPLEBEE’S FRANCHISING LLC)Guaranty and Collateral Agreement • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
This Agreement constitutes the entire and full agreement of the parties with respect to the subject matter hereof. Capitalized terms used but not defined herein are defined in (or incorporated by reference into) the Base Indenture (the “Base Indenture”), dated as of the date hereof, by and among APPLEBEE’S RESTAURANTS NORTH LLC, a Delaware limited liability company, APPLEBEE’S RESTAURANTS MID-ATLANTIC LLC, a Delaware limited liability company, APPLEBEE’S RESTAURANTS WEST LLC, a Delaware limited liability company, APPLEBEE’S RESTAURANTS VERMONT, INC., a Vermont corporation, APPLEBEE’S RESTAURANTS TEXAS LLC, a Texas limited liability company, APPLEBEE’S RESTAURANTS INC., a Kansas corporation, APPLEBEE’S RESTAURANTS KANSAS LLC, a Kansas limited liability company (collectively, the “Restaurant Holders”), the Master Issuer, APPLEBEE’S IP LLC, a Delaware limited liability company (the “IP Holder”) (each of the Master Issuer, the IP Holder and the Restaurant Holders is a “Co-Issuer” and are,
APPLEBEE’S ENTERPRISES LLC, THE ENTITIES REFERRED TO HEREIN AS THE “RESTAURANT HOLDERS” and APPLEBEE’S IP LLC each as a Co-Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and a Series 2007-1 Securities IntermediaryIndenture Supplement • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
SERIES 2007-1 SUPPLEMENT, dated as of November 29, 2007 (this “Series 2007-1 Supplement”), by and among APPLEBEE’S ENTERPRISES LLC, a Delaware limited liability company (the “Master Issuer”), each of the entities appearing in the definition of “RESTAURANT HOLDERS” in Appendix A to the Base Indenture (together with any additional Restaurant Holders that become a party to the Indenture (as defined herein) following the date hereof in the manner provided in Section 7.14 of the Base Indenture, the “Restaurant Holders”), APPLEBEE’S IP LLC, a Delaware limited liability company, (the “IP Holder” and, together with the Master Issuer and the Restaurant Holders, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”) and as Series 2007-1 Securities Intermediary (as defined herein), to the Base Indenture, dated as of the date hereof, by
CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2007-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1) dated as of November 29, 2007 among APPLEBEE’S ENTERPRISES LLC, APPLEBEE’S IP LLC, and the entities referred to herein as the “RESTAURANT HOLDERS” each as a...Class a-1 Note Purchase Agreement • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of November 29, 2007 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
IHOP CORP. SERVICING GUARANTEEGuarantee Agreement • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
This GUARANTEE AGREEMENT, dated as of November 29, 2007 (the “Agreement”), is executed and delivered by IHOP Corp., a Delaware corporation (the “Guarantor”) for the benefit of Applebee’s Enterprises LLC, Applebee’s IP LLC, and the Restaurant Holders (collectively, the “Co-Issuers”).
SERVICING AGREEMENT Dated as of November 29, 2007 by and among APPLEBEE’S ENTERPRISES LLC, as a Co-Issuer, APPLEBEE’S IP LLC, as a Co-Issuer, each RESTAURANT HOLDER named herein, as a Co-Issuer, APPLEBEE’S FRANCHISING LLC, as a Securitization Entity,...Servicing Agreement • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
This SERVICING AGREEMENT, dated as of November 29, 2007 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Applebee’s Enterprises LLC, a Delaware limited liability company (the “Master Issuer”), Applebee’s Restaurants North LLC, a Delaware limited liability company, Applebee’s Restaurants Mid-Atlantic LLC, a Delaware limited liability company, Applebee’s Restaurants West LLC, a Delaware limited liability company, Applebee’s Restaurants Texas LLC, a Texas limited liability company, Applebee’s Restaurants Inc., a Kansas corporation, Applebee’s Restaurants Kansas LLC, a Kansas limited liability company, Applebee’s Restaurants Vermont, Inc. a Vermont corporation, together with such additional entities as may become parties to this Agreement from time to time as New Restaurant Holders (collectively, the “Restaurant Holders”), Applebee’s IP LLC, a Delaware limited liability com
Applebee’s Enterprises LLC, Applebee’s IP LLC, and the entities referred to herein as the “Restaurant Holders” each as Co-Issuers and Wells Fargo Bank, National Association, as Indenture TrusteeBase Indenture • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
BASE INDENTURE, dated as of November 29, 2007 (as amended or supplemented from time to time, the “Base Indenture”), among Applebee’s Enterprises LLC, a Delaware limited liability company (the “Master Issuer”), Applebee’s IP LLC, a Delaware limited liability company (the “IP Holder”), and each of the entities appearing in the definition of “Restaurant Holders” in Appendix A hereto (together with any additional Restaurant Holders that become a party to this Base Indenture after the date hereof pursuant to Section 7.14(a), the “Restaurant Holders”) (each of the Master Issuer, IP Holder and Restaurant Holders, a “Co-Issuer” and collectively, the “Co-Issuers”), and Wells Fargo Bank, National Association, as trustee (herein, together with its permitted successors in the trusts hereunder, the “Trustee” or “Indenture Trustee”).
IHOP FRANCHISING, LLC IHOP IP, LLCPurchase Agreement • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
IHOP FRANCHISING, LLC, a Delaware limited liability company (the “Master Issuer”), and IHOP IP, LLC, a Delaware limited liability company (the “IP Holder”, and together with the Master Issuer, the “Co-Issuers” and each a “Co-Issuer”), propose, upon the terms and conditions set forth in this agreement (the “Agreement”), to issue and sell to Lehman Brothers Inc. U.S. $245,000,000 principal amount of their Series 2007-3 Fixed Rate Term Notes due 2037 (the “Securities”), pursuant to the Series Supplement for the Securities, dated as of the date hereof (the “Supplement”), by and among the Co-Issuers and Wells Fargo Bank, National Association, as indenture trustee (the “Trustee”), to the Base Indenture, dated as of March 16, 2007 and supplemented on November 28, 2007 (as supplemented, the “Base Indenture” and, together with the Supplement, the “Indenture”), by and among the Co-Issuers and the Trustee.
AMENDMENT NO. 1 TO GUARANTYGuaranty • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
AMENDMENT NO. 1, dated as of November 28, 2007 (this “Amendment”), to the Guaranty, made and entered into as of March 16, 2007 (as amended by this Amendment, and as the same may be further amended, amended and restated or otherwise modified from time to time, the “Guaranty”), by IHOP Corp., a Delaware corporation, as the guarantor (in such capacity, the “Guarantor”), in favor of IHOP HOLDINGS LLC, a Delaware limited liability company, as the beneficiary (in such capacity, the “Beneficiary”).
AMENDMENT NO. 1 TO SERVICING AGREEMENTServicing Agreement • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York
AMENDMENT NO. 1, dated as of November 28, 2007 (this “Amendment”), to the Servicing Agreement, dated as of March 16, 2007 (as amended by this Amendment, and as the same may be further amended, amended and restated or otherwise modified from time to time, the “Servicing Agreement”), by and among (i) IHOP FRANCHISING, LLC, a Delaware limited liability company, as the issuer (the “Issuer”), (ii) IHOP IP, LLC, a Delaware limited liability company, as the co-issuer (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), (iii) IHOP PROPERTY LEASING, LLC, a Delaware limited liability company, (iv) IHOP PROPERTIES, LLC, a Delaware limited liability company, (v) IHOP REAL ESTATE, LLC, a Delaware limited liability company, (vi) INTERNATIONAL HOUSE OF PANCAKES, INC., a Delaware corporation, as servicer (in such capacity, the “Servicer”), (vii) IHOP Corp., a Delaware corporation, as the guarantor (in such capacity, the “Guarantor”), and (viii) WELLS FARGO BANK, NATIONAL ASSOCIATION, a n
