Exhibit 4.1


 


SUPPLEMENT NO. 4 TO BASE INDENTURE


 


SUPPLEMENT NO.
4, dated as of June 9, 2008 (this “Supplement”), to the Base Indenture, dated as of March 16,
2007 (as supplemented by Supplement No. 1 thereto, dated as of November 28,
2007, and Supplement No. 2 thereto, dated as of January 17, 2008, and
Supplement No. 3 thereto, dated as of April 25, 2008, and as
otherwise heretofore amended, the “Existing Base
Indenture” and as amended by this
Supplement, and as the same may be further supplemented, amended or otherwise
modified and in effect from time to time, the “Base Indenture”), by and among IHOP FRANCHISING, LLC, a Delaware
limited liability company, as the issuer (the “Issuer”), IHOP IP, LLC, a Delaware limited liability
company, as the co-issuer (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the
indenture trustee (in such capacity, the “Indenture Trustee”).


 


R  E  C  I  T  A
L  S


 


WHEREAS, the
parties hereto desire to amend and supplement the Existing Base Indenture in
the manner provided herein; and


 


WHEREAS, Section 8.2
of the Existing Base Indenture permits the Co-Issuers and the Indenture Trustee
to enter into a supplement to the Existing Base Indenture with respect to
certain matters without the consent of the Noteholders (other than with respect
to certain matters set forth therein) subject to (i) the written consent
of each Series Controlling Party and (ii) written confirmation by
each Rating Agency that such action will not have an adverse effect on the
ratings of any Notes (without giving effect to any Insurance Policy).


 


WHEREAS, the Series Controlling
Party in respect of the Series 2007-3 Notes has delivered its written
consent to this Supplement pursuant to a side letter delivered to the
Co-Issuers, the Series Insurer in respect of the Series 2007-1 Notes
and Series 2007-2 Notes and the Indenture Trustee as of the date hereof.


 


NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration, and the mutual terms contained herein, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:


 


ARTICLE
I

DEFINITIONS


 


Section 1.1       Definitions.  The
capitalized terms used herein (including the preamble and the recitals hereto)
and not otherwise defined herein shall have the meanings assigned thereto or
incorporated by reference pursuant to Section 1.1 of the Existing
Base Indenture.


 


ARTICLE II

AMENDMENTS


 


Section 2.1       Amendment
to Section 5.1(a) of the Existing Base Indenture.


 

















 


(a)   Section 5.1(a)(xiii)
of the Existing Base Indenture is hereby deleted in its entirety and replaced
with the following:


 


“[RESERVED];”


 


(b)   Section 5.1(a)(xvi) of the Existing Base Indenture is
hereby deleted in its entirety and replaced with the following provision:


 


“(A) any Transaction
Document (other than an Insurance Policy) shall cease to be in full force and
effect or enforceable in accordance with its terms (other than in accordance with
the express termination provisions thereof), or any of IHOP Inc., IHOP
Holdings, the Servicer or any Securitization Entity asserts as such in writing
or (B) any Insurance Policy relating to a Series of Notes shall cease
to be in full force and effect or enforceable in accordance with its terms
other than as a result of a final non-appealable judgment or regulatory order
delivered in connection with an insolvency of the applicable Insurer.”


 


ARTICLE III

MISCELLANEOUS


 


Section 3.1       Effectiveness
of Supplement.  This Supplement shall
become effective upon the satisfaction of the following conditions:


 


(a)       the
execution and delivery of this Supplement by each of the Co-Issuers and the
Indenture Trustee;


 


(b)       the
consent to the execution and delivery of this Supplement (by acknowledgment of
the signature pages hereto or otherwise) by (1) Financial Guaranty
Insurance Company, as the Series Insurer with respect to the Series 2007-1
Notes and the Series 2007-2 Notes and (2) the Series Controlling
Party in respect of the Series 2007-3 Notes; and


 


(c)       the Series Insurer’s
receipt of written confirmation from each Rating Agency to the effect that the
amendments contemplated by this Supplement will not have an adverse effect on
the ratings assigned by such Rating Agency to any Series of Notes
Outstanding (without giving effect to any Insurance Policy).


 


(d)       no
Default, Event of Default, Mandatory Redemption Event, Servicer Termination
Event or Trigger Reserve Event (or event that with the giving of notice or
lapse of time or both would be a Default, an Event of Default, a Mandatory
Redemption Event, a Servicer Termination Event or a Trigger Reserve Event)
shall occur and be continuing immediately after giving effect to this
Supplement; and


 


(e)       all
representations and warranties of the Co-Issuers set forth in Section 7.12
of the Indenture shall be true and correct in all material respects immediately
after giving effect to this Supplement.


 


Section 3.2       Effect
of Supplement.  The Existing Base
Indenture as modified by this Supplement and all rights and remedies of the
parties thereunder are and shall continue to be in full force and effect in
accordance with the terms thereof, and the Existing Base Indenture as 


 

















 


modified by this Supplement is hereby ratified and confirmed
in all such respects by the parties hereto.


 


Section 3.3       Effect
of Section Headings.  The
section headings in this Supplement are for convenience only and shall not
affect the construction of this Supplement.


 


Section 3.4       Separability.  In case any provision of this Supplement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


 


Section 3.5       Governing
Law.  THIS SUPPLEMENT SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE
OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).


 


Section 3.6       Counterparts.  This Supplement may be executed in any number
of counterparts (including by facsimile or other electronic means of
transmission), each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.


 


[Remainder of Page Intentionally Blank]


 

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplement to the Existing Base Indenture
to be duly executed as of the date and year first above written.


 


	
   

  	
  IHOP FRANCHISING, LLC,

  
	
   

  	
  as the Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Tom Conforti

  
	
   

  	
   

  	
  Name: Tom Conforti

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IHOP IP, LLC, as the Co-Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mark
  Weisberger

  
	
   

  	
   

  	
  Name: Mark Weisberger

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, not in its individual capacity but

  solely as the Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Chad Schafer

  
	
   

  	
   

  	
  Name: Chad Schafer

  
	
   

  	
   

  	
  Title: Corporate Trust Officer

  



 


1

















 


Consented to for purposes of Section 8.2(a)


of the Existing Base Indenture and Section 6.01
of the Insurance Agreement


relating to the Series 2007-1 Notes and Series 2007-2
Notes:


 


FINANCIAL GUARANTY INSURANCE


COMPANY, as Series Insurer in respect of


the Series 2007-1 and Series 2007-2
Notes


 


 


	
  By:

  	
    /s/ Kenneth L.
  Degen

  	
   

  
	
   

  	
  Name: Kenneth L. Degen

  	
   

  
	
   

  	
  Title: Senior Managing
  Director

  	
   

  



 


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