SERVICING AGREEMENT Dated as of March 16, 2007 among IHOP FRANCHISING, LLC, as Issuer, IHOP IP, LLC, as Co-Issuer, IHOP PROPERTY LEASING, LLC, IHOP PROPERTIES, LLC, IHOP REAL ESTATE, LLC, INTERNATIONAL HOUSE OF PANCAKES, INC., as Servicer, IHOP CORP.,...Servicing Agreement • May 9th, 2007 • Ihop Corp • Patent owners & lessors • New York
This SERVICING AGREEMENT, dated as of March 16, 2007 (this “Agreement”), is entered into by and among IHOP Franchising, LLC, a Delaware limited liability company (the “Issuer”), IHOP IP, LLC (the “IP Company” or “Co-Issuer”), IHOP Property Leasing, LLC, a Delaware limited liability company (“IHOP Property Leasing”), IHOP Properties, LLC, a Delaware limited liability company (“IHOP Properties”), IHOP Real Estate, LLC, a Delaware limited liability company (“IHOP Real Estate”), International House of Pancakes, Inc., a Delaware corporation, (“IHOP Inc..”), IHOP Corp., a Delaware corporation (“Guarantor”), and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”). For all purposes of this Agreement, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in Annex A to the Indenture (as defined below).
SERIES 2007-2 NOTE PURCHASE AGREEMENT (SERIES 2007-2 VARIABLE FUNDING NOTES) dated as of March 16, 2007 among IHOP FRANCHISING, LLC IHOP IP, LLC as the Co- Issuers INTERNATIONAL HOUSE OF PANCAKES, Inc., as Servicer, WELLS FARGO BANK, NATIONAL...Note Purchase Agreement • May 9th, 2007 • Ihop Corp • Patent owners & lessors • New York
THIS NOTE PURCHASE AGREEMENT, dated as of March 16, 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:
Purchase AgreementPurchase Agreement • May 9th, 2007 • Ihop Corp • Patent owners & lessors • New York
IHOP Franchising, LLC, a Delaware limited liability company (the “Issuer”) and IHOP IP, LLC, a Delaware limited liability company (the “Co-Issuer”, and together with the Issuer, the “Co-Issuers”), each of which is an indirect wholly-owned subsidiary of IHOP Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Purchaser”) an aggregate of $175,000,000 principal amount of the Notes specified above (the “Securities”). Capitalized terms used but not defined herein have the meanings specified in the Offering Circular (as defined below).
IHOP FRANCHISING, LLC, as Issuer and IHOP IP, LLC, as Co-Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture TrusteeBase Indenture • May 9th, 2007 • Ihop Corp • Patent owners & lessors • New York
BASE INDENTURE, dated as of March 16, 2007, among IHOP FRANCHISING, LLC, a Delaware limited liability company (the “Issuer”), IHOP IP, LLC, a Delaware limited liability company (“Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (herein, together with its permitted successors in the trusts hereunder, called the “Indenture Trustee”).
GUARANTYGuaranty • May 9th, 2007 • Ihop Corp • Patent owners & lessors
THIS GUARANTY (this “Guaranty”) is made and entered into as of March 16, 2007, by IHOP CORP., a Delaware corporation (the “Guarantor”) in favor of IHOP HOLDINGS, LLC, a Delaware limited liability company (the “Beneficiary”). This Guaranty 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 Parent Asset Sale Agreement (as defined below), including the Standard Terms of Asset Sale Agreements attached as Annex A thereto (the “Standard Terms”) (and including Appendix A, Appendix B or Appendix C to such Standard Terms).
International House of Pancakes, Inc. 450 North Brand Blvd. Glendale, CA 91203-2306Parent Asset Sale Agreement • May 9th, 2007 • Ihop Corp • Patent owners & lessors
