Exhibit 10.1


 


LEHMAN BROTHERS INC.

LEHMAN BROTHERS COMMERCIAL BANK

LEHMAN COMMERCIAL PAPER INC.

745 SEVENTH AVENUE

NEW YORK, NY  10019


 


July 15, 2007


 


IHOP Corp.


CHLH Corp.


450 North Brand Boulevard


Glendale, CA 91203-2306


Attention: 
Tom Conforti


 


$1,950,000,000 First Lien Securitization Bridge
Facilities

$189,000,000 Second Lien Securitization Bridge Loan Facility

Commitment Letter


 


Ladies and Gentlemen:


 


You have advised Lehman Brothers Inc. (“Lehman
Brothers” or the “Sole Arranger”), Lehman Brothers Commercial Bank (“LBCB”)
and Lehman Commercial Paper Inc. (“LCPI;” and together with Lehman
Brothers and LBCB, the “Commitment Parties” or “we” or “us”)
that CHLH Corp. (“Merger Sub”), a newly formed Delaware corporation and
a wholly owned subsidiary of IHOP Corp., a Delaware corporation (the “Borrower”
or “you”), intends to acquire (the “Acquisition”) 100% of the
outstanding capital stock of Applebee’s International, Inc., a Delaware
corporation (the “Target;” and, together with each of its subsidiaries,
the “Acquired Business”) pursuant to an Agreement and Plan of Merger,
dated as of July 15, 2007, by and among the Borrower, Merger Sub and the Target
(together with the schedules and exhibits thereto, the “Acquisition
Agreement”). All references to “dollars” or “$” in this letter
agreement and the attachments hereto (collectively, this “Commitment Letter”)
are references to United States dollars.


 


We understand that the sources of funds required to
fund the Acquisition, to repay all existing indebtedness of the Acquired
Business (the “Refinancing”), other than capital lease obligations to be
agreed, to pay fees and expenses in connection with the Transactions (as
defined below) and to provide for ongoing working capital requirements of the
Borrower and its subsidiaries (including the Acquired Business) following the
Transactions will include:


 


•                       securitization
bridge facilities consisting of (i) a first priority securitization bridge
term loan facility to the Borrower of up to $1,850,000,000 (the “First Lien Securitization
Bridge Term Loan Facility”), together with a securitization bridge
revolving credit facility to the Borrower of $100,000,000, of which no more
than $50,000,000 may be funded on the Closing Date (as hereinafter defined) (plus
an aggregate face amount to be agreed of letters of credit posted thereunder) (the
“First Lien Securitization Bridge Revolving Credit Facility” and,
together with the First Lien Securitization Bridge Term Loan Facility, the “First
Lien Securitization Bridge Facilities”), as described in the Summary of
Terms of First Lien Securitization Bridge Facilities attached hereto as


 

















 


Annex I
(the “First Lien Securitization Bridge Term Sheet”), and (ii) a second
priority securitization bridge term loan facility to the Borrower of up to $189,000,000
(the “Second Lien Securitization Bridge Loan Facility” and, together
with the First Lien Securitization Bridge Facilities, the “Securitization
Bridge Facilities”) as described in the Summary of Terms of Second Lien
Securitization Bridge Loan Facility attached hereto as Annex II (the “Second
Lien Securitization Bridge Term Sheet” and, together with the First Lien
Securitization Bridge Term Sheet, the “Securitization Bridge Term Sheets”);
and


 


•                       equity
investments in the Borrower, directly or indirectly, in a form and pursuant to
documentation reasonably satisfactory to the Sole Arranger by one or more
investors in an aggregate amount of not less than $90,000,000 (the “Equity
Financing”).


 


No other financing will be required for the uses
described above. As used herein, the term “Transactions” means the Acquisition,
the initial borrowings under the Securitization Bridge Facilities, the Refinancing,
the Equity Financing and the payments of fees and expenses in connection with
each of the foregoing.


 


It is contemplated that if the Securitization Bridge
Facilities are drawn, then they will be repaid in full (and all commitments
thereunder terminated) upon the consummation of one or more subsequent sales of
securitized debt securities by the Acquired Business or any other subsidiary of
the Borrower (each, a “Securitization”) with the net proceeds of such
Securitizations. Accordingly, completion of a Securitization is not a condition
precedent to the initial funding of the Securitization Bridge Facilities.


 


Commitments.


 


You have requested that Lehman Brothers act as the exclusive
structuring advisor, sole arranger and sole bookrunner for the Securitization
Bridge Facilities, that Lehman Brothers agree to arrange and syndicate the
Securitization Bridge Facilities and that LBCB and LCPI commit to provide or
cause one or more of their respective affiliates to provide the Securitization
Bridge Facilities.


 


Lehman Brothers is pleased to advise you that it is
willing to act as the exclusive structuring advisor, sole arranger and sole
bookrunner for the Securitization Bridge Facilities. LBCB and LCPI are pleased
to advise you of their commitment to provide (either individually, collectively
or through one or more of their affiliates) the entire principal amount of the
Securitization Bridge Facilities (in such capacity, collectively, the “Initial
Securitization Bridge Lender”) upon the terms and subject to the conditions
set forth in this Commitment Letter (collectively, the “Commitments”). By
signing below, you hereby agree that (i) Lehman Brothers will act as the
exclusive structuring advisor, sole arranger and sole bookrunner for the
Securitization Bridge Facilities, (ii) LBCB or LCPI will act as sole and exclusive
administrative agent and collateral agent for the Securitization Bridge
Facilities, (iii) LBCB, LCPI or one of their affiliates will act as sole
and exclusive syndication agent for the Securitization Bridge Facilities and (iv)
each of the Commitment Parties will, in such capacities, perform the duties and
exercise the authority customarily associated with such roles.


 


No other agents, co-agents, arrangers or bookrunners
will be appointed and no Securitization Bridge Lender (as defined below) will
receive compensation with respect to any of the Securitization Bridge
Facilities outside the terms contained herein and in the letter or letters of
even date herewith addressed to you providing, among other things, for certain
fees relating to the Securitization Bridge Facilities (the “Fee Letter”)
in order to obtain its commitment to participate in such Securitization Bridge
Facilities, in each case, unless you and we so agree.


 


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The closing date of the Securitization Bridge
Facilities (the “Closing Date”) shall not occur until the conditions
described in the paragraphs below under the heading “Conditions” have been
satisfied or waived.


 


Syndication
and Cooperation.


 


The Initial Securitization Bridge Lender reserves
the right, prior to or after execution of the Securitization Bridge
Documentation (as defined in Annex III hereto (the “Conditions Annex”))
to syndicate all or a portion of their Commitments to banks, financial
institutions or other institutional lenders identified by the Sole Arranger in
consultation with you (other than certain financial institutions identified in
writing by you to the Sole Arranger prior to the commencement of syndication of
the Securitization Bridge Facilities), that will become parties to the
Securitization Bridge Documentation (the Initial Securitization Bridge Lender
and the banks, financial institutions and other institutional lenders becoming
parties to the Securitization Bridge Documentation, the “Securitization
Bridge Lenders”). Notwithstanding the Initial Securitization Bridge Lender’s
right to syndicate the Securitization Bridge Facilities and receive commitments
with respect thereto, it is understood that any assignment of the Initial
Securitization Bridge Lender’s Commitment prior to the Closing Date shall not
reduce the Initial Securitization Bridge Lender’s obligations to fund its
Commitments in the event the subject assignee shall fail to do so; provided,
that notwithstanding any assignment or participation prior to the Closing Date,
the Sole Arranger shall retain all rights to approve any amendments,
modifications, waivers or other changes to this Commitment Letter.


 


Without limitation of the preceding paragraph, the Sole
Arranger will, in consultation with you, manage all aspects of the syndication
of the Securitization Bridge Facilities, including selection of additional
Securitization Bridge Lenders in consultation with you (other than certain
financial institutions identified in writing by you to the Sole Arranger prior
to the commencement of syndication of the Securitization Bridge Facilities),
determination of when the Sole Arranger will approach potential additional
Securitization Bridge Lenders, any naming rights (except as set forth above),
the final allocations of the Commitments in respect of the Securitization
Bridge Facilities among the additional Securitization Bridge Lenders and the
amount and distribution of fees among the Securitization Bridge Lenders. To
assist the Sole Arranger in its syndication efforts, you agree that you will,
and will cause your representatives and advisors to, and will use commercially
reasonable efforts to cause the Acquired Business and its representatives and
advisors to, (a) prepare and provide all financial and other information
as we may reasonably request with respect to you, your existing securitization
facility, the Acquired Business and the Transactions, (b) use commercially
reasonable efforts to ensure that such syndication efforts benefit from existing
lending relationships of the Borrower and the Acquired Business, (c) make
available to prospective Securitization Bridge Lenders your senior management
and use commercially reasonable efforts to make available the senior management
of the Acquired Business, both at times and in locations to be mutually agreed
upon, (d) host, with the Sole Arranger, one or more meetings (which
meetings may be a teleconference) with prospective Securitization Bridge
Lenders under each of the Securitization Bridge Facilities, (e) assist the
Sole Arranger in the preparation of one or more confidential information
memoranda and other marketing materials to be used in connection with the
syndication of each of the Securitization Bridge Facilities which are customary
for syndication of such facilities, (f) use commercially reasonable
efforts to obtain prior to the commencement of the syndication process (as
measured from the date of receipt of marketing materials satisfactory to the
Sole Arranger), at your expense, and to the extent deemed necessary by the Sole
Arranger in its sole discretion, monitored public ratings of the Borrower and
the Securitization Bridge Facilities from Moody’s Investors Service, Inc. (“Moody’s”)
and Standard & Poor’s Ratings Group (“S&P”), and to participate
in the process of securing such ratings, including having your senior
management, and using commercially reasonable efforts to have senior management
of the Acquired Business, meet with such rating agencies and (g) use
commercially reasonable efforts to ensure that there is a period of not less
than fifteen consecutive


 


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business days between the date of completion of the
materials described in clause (e) above and the Closing Date to market and
syndicate the Securitization Bridge Facilities; provided, however,
that notwithstanding anything in this clause (g) to the contrary, your
compliance with this clause (g) shall not be deemed to require that the Closing
Date occur later than the date that is two business days after the date of
completion of the “Bridge Marketing Period” (as defined in the Acquisition
Agreement as in effect on the date hereof).


 


Information.


 


You hereby represent that (a) all information
(other than financial projections (the “Projections”), general economic
and industry data and other forward looking statements) that has been or will
be made available to the Initial Securitization Bridge Lender by or on behalf
of you in connection with the Transactions (the “Information”) (to your
knowledge, to the extent of information relating to the Acquired Business), when
taken as a whole, is, and in the case of Information made available after the
date hereof will be, when furnished, true and correct in all material respects
and does not and will not, when furnished, taken as a whole with all other
Information, contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein, in light of
the circumstances under which such statements are made, not materially misleading
and (b) the Projections that have been or will be made available to the Commitment
Parties by or on behalf of you in connection with the Transactions have been
or, in the case of Projections made available after the date hereof, will be
prepared in good faith based upon assumptions believed by you to be reasonable
at the time made, it being understood that projections are, by their nature,
inherently uncertain and actual results may vary materially from the
Projections. You agree that if at any time prior to the Closing Date any of the
representations in the preceding sentence would, to the best of your knowledge,
be incorrect in any material respect if the Information or Projections were
being furnished, and such representations were being made, at such time, you
will supplement the Information and the Projections so that such
representations will be correct in all material respects under those
circumstances.


 


You hereby acknowledge that (a) the Sole Arranger
will make available Information and Projections (collectively, “Borrower
Materials”) to the proposed syndicate of Securitization Bridge Lenders by
posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b) certain of the proposed Securitization
Bridge Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrower or the
Target or any of their respective securities) (each, a “Public Lender”).
You hereby agree that, so long as the Borrower or the Target is the issuer of
any outstanding debt or equity securities that are registered or issued
pursuant to a private offering or are actively contemplating issuing any such
securities, (w) you will, and will use commercially reasonable efforts to cause
the Acquired Business to, identify that portion of the Borrower Materials that
may be distributed to the Public Lenders and that all Borrower Materials that
are to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” you shall be deemed to have authorized the Sole Arranger and the
proposed Securitization Bridge Lenders to treat such Borrower Materials as not
containing any material non-public information with respect to you or the
Target or any of your or their respective securities for purposes of United
States federal and state securities laws, it being understood that certain of
such Borrower Materials may be subject to the confidentiality requirements of
the definitive credit documentation; (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated
“Public Investor;” and (z) the Sole Arranger shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.”  Notwithstanding the foregoing, you shall be
under no obligation to mark any Borrower Materials “PUBLIC.”


 


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Fees and
Expenses.


 


As consideration for the Commitments of the Initial
Securitization Bridge Lender hereunder with respect to the Securitization
Bridge Facilities, the agreement of the Sole Arranger to structure, arrange and
syndicate the Securitization Bridge Facilities, you agree to pay, or cause to
be paid, to the Initial Securitization Bridge Lender the fees and expenses set
forth in the Securitization Bridge Term Sheets and the Fee Letter on the dates
set forth in the Securitization Bridge Term Sheets and the Fee Letter.


 


Conditions.


 


The several commitments of the Initial
Securitization Bridge Lender and obligations of the Commitment Parties
hereunder with respect to each of the Securitization Bridge Facilities are
subject to the following conditions: (i) there not having occurred, since the
date of the Acquisition Agreement, a Material Adverse Effect (as defined in the
Acquisition Agreement)
and (ii) the other conditions set forth in either Securitization
Bridge Term Sheet under the heading “Conditions to Initial Borrowing” or in the
Conditions Annex having been satisfied or waived.


 


Notwithstanding anything in this Commitment Letter,
the Securitization Bridge Term Sheets, the Conditions Annex, the Fee Letter,
the Securitization Bridge Documentation or any other letter agreement or other
undertaking concerning the financing of the Transactions to the contrary, (i) the
only representations, the making of which shall be a condition to availability
of the Securitization Bridge Facilities on the Closing Date, shall be (A) the
representations and warranties made by the Target in the Acquisition Agreement
material to the interests of the Securitization Bridge Lenders, and only to the
extent any breach of such representations and warranties shall give you the
right to terminate your obligations under the Acquisition Agreement, and (B)
the Specified Representations (as defined below) and (ii) the terms of the
Securitization Bridge Documentation shall be in a form such that they do not
impair availability of the Securitization Bridge Facilities on the Closing Date
if the conditions described or referred to under this heading “Conditions” are
satisfied (it being understood that, to the extent any Collateral (as defined
in the Annexes hereto) (other than (x) the pledge and perfection of the
security interests in capital stock of U.S. subsidiaries held by the Borrower
or any Guarantor, (y) other assets pursuant to which a lien may be
perfected by the filing of a financing statement under the Uniform Commercial
Code and (z) owned intellectual property registered in the U.S. Copyright
Office or the U.S. Patent and Trademark Office pursuant to which a lien may be
perfected by the filing of an appropriate notice of security interest in such
office) is not provided on the Closing Date after your use of commercially
reasonable efforts to do so, the delivery of such Collateral shall not
constitute a condition precedent to the availability of the Securitization
Bridge Facilities on the Closing Date but shall be required to be delivered
after the Closing Date pursuant to arrangements to be mutually agreed). Without
limiting the foregoing, the Securitization Bridge Documentation shall not contain
any conditions precedent to the initial borrowing other than the conditions
precedent described or referred to under this heading “Conditions.”  For purposes hereof, “Specified
Representations” means the representations and warranties with respect to
the Borrower and its subsidiaries and the Acquired Business set forth in the
Securitization Bridge Term Sheets relating to due authorization, execution,
delivery and enforceability of the Securitization Bridge Documentation (if
applicable), corporate power and authority, Federal Reserve margin regulations,
the Investment Company Act and validity and perfection of security interests in
the Collateral (but subject to the parenthetical at the end of clause (ii) of
the previous sentence).


 


Clear Market.


 


From the date of this Commitment Letter until the
earlier of (x) 365 days after the Closing Date and (y) the repayment
in full of the Securitization Bridge Facilities and the termination of


 


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the commitments thereunder, you will ensure that no
debt or equity financing (other than (i) the Securitization Bridge
Facilities, any Securitization and any other debt or equity financing used to
refinance the Securitization Bridge Facilities and (ii) any purchase money
indebtedness, trade payables, capital leases or letters of credit issued to
support insurance policies, in each case in the clause (ii), incurred in the
ordinary course of business) and no debt securities offering for the Borrower
or any of its subsidiaries, and, prior to the Closing Date, will use
commercially reasonable efforts to ensure than no debt or equity financing for the
Acquired Business or any of its subsidiaries, is announced, syndicated or
placed without the prior written consent of the Sole Arranger if such
financing, syndication or placement would have, in the reasonable judgment of the
Sole Arranger, a materially detrimental effect upon such syndication; provided,
that the foregoing provision shall not apply to any indebtedness permitted to
be incurred by the Acquired Business pursuant to the Acquisition Agreement as
in effect on the date hereof.


 


You also agree that from the date of this Commitment
Letter until the Closing Date, neither you nor any of your subsidiaries will
issue, incur or otherwise become liable for any additional indebtedness under
the provisions of the documentation governing the Borrower’s existing
securitization facility (the “IHOP Securitization”) without the prior
written consent of the Sole Arranger.


 


Indemnity.


 


The Borrower and Merger Sub
hereby jointly and severally agree to indemnify and hold harmless the Initial
Securitization Bridge Lender, the Sole Arranger, the other Securitization
Bridge Lenders and each of their respective affiliates and all their respective
officers, directors, partners, trustees, employees, shareholders, advisors,
agents, attorneys and controlling persons and each of their respective heirs,
successors and assigns (each, an “Indemnified Person”) from
and against any and all losses, claims, damages and liabilities to which any
Indemnified Person may become subject arising out of or in connection with this
Commitment Letter, the Securitization Bridge Facilities, the use of the
proceeds therefrom, the Acquisition, any of the other transactions
contemplated hereby or any claim, litigation, investigation or
proceeding relating to any of the foregoing, regardless of whether any
Indemnified Person is a party thereto, and to reimburse each Indemnified Person
promptly upon demand for all documented reasonable legal and other expenses
reasonably incurred by it in connection with investigating, preparing to defend
or defending, or providing evidence in or preparing to serve or serving as a
witness with respect to, any lawsuit, investigation, claim or other proceeding
relating to any of the foregoing (including, without limitation, in connection
with the enforcement of the indemnification obligations set forth herein); provided,
however, that no Indemnified Person will be entitled to indemnity
hereunder in respect of any loss, claim, damage, liability or expense (i) to
the extent that it resulted from the gross negligence, willful misconduct or
bad faith of, or material breach of this Commitment Letter by, such Indemnified
Person or any of its related parties as determined by a court of competent
jurisdiction or (ii) arising out of or in connection with any claim,
litigation, investigation or proceeding that does not involve an act or
omission of you or any of your affiliates and that is brought by an Indemnified
Person against any other Indemnified Person. In no event will any Indemnified
Person be liable on any theory of liability for indirect, special or
consequential damages, lost profits or punitive damages as a result of any
failure to fund any of the Securitization Bridge Facilities contemplated hereby
or otherwise in connection with the Transactions or the Securitization Bridge
Facilities. No Indemnified Person will be liable for any damages arising from
the use by others of information, projections or other materials sent through
electronic, telecommunications or other information transmission systems,
except to the extent such damages resulted directly from the gross negligence,
willful misconduct or bad faith of, or material breach of this Commitment
Letter by, such Indemnified Person or any of its related parties as determined
by a court of competent jurisdiction.


 


The Borrower and Merger Sub
each further agrees that, without the prior written consent of each of the
Commitment Parties, which consent will not be unreasonably withheld or delayed,
none of


 


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them will enter into any settlement of a lawsuit,
claim or other proceeding arising out of this Commitment Letter or the
transactions contemplated by this Commitment Letter unless such settlement
includes an explicit and unconditional release from the party bringing such
lawsuit, claim or other proceeding of all Indemnified Persons.


 


The Borrower, Merger Sub and each Commitment Party
agree that if any indemnification or reimbursement sought pursuant to this
Commitment Letter is judicially determined to be unavailable for a reason
other than the gross negligence, willful misconduct or bad faith of, or
material breach of this Commitment Letter by, such Indemnified Person, then you
will contribute to the amount paid or payable by such Commitment Party as a
result of such losses, claims, damages, liabilities and expenses for which such
indemnification or reimbursement is held unavailable (i) in such
proportion as is appropriate to reflect the relative benefits to you, on the
one hand, and such Commitment Party, on the other hand, in connection with the
transactions to which such indemnification or reimbursement relates, or
(ii) if the allocation provided by clause (i) above is judicially
determined not to be permitted, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) but also the
relative fault of you, on the one hand, and such Commitment Party, on the other
hand, as well as any other equitable considerations;  provided,
however, that upon execution of the Securitization Bridge Documentation
the indemnification provisions contained therein shall supersede those
contained herein.


 


Confidentiality.


 


This Commitment Letter is furnished for your
benefit, and may not be relied on by any other person or entity. Neither the
existence of this Commitment Letter, the Securitization Bridge Term Sheets, the
Conditions Annex, the Fee Letter, nor any of their contents may be disclosed by
you or any of your affiliates, directly or indirectly, to any other person,
except that such existence and contents (including this Commitment Letter, the
Securitization Bridge Term Sheets, the Conditions Annex and the Fee Letter) may
be disclosed (i) as may be compelled in a judicial or administrative
proceeding or as otherwise required by law or the Securities and Exchange
Commission or other governmental authority having jurisdiction over you or any
such affiliate (in which case you agree, to the extent permitted by law and
reasonably practicable, to inform the Sole Arranger promptly thereof), (ii) to your
directors, officers, employees, affiliates, advisors (including legal advisors)
and agents, in each case on a confidential and “need-to-know” basis and only in
connection with the transactions contemplated hereby and (iii) in
connection with any dispute or adversarial process related to this Commitment
Letter, and as reasonably required for syndication. In addition, this
Commitment Letter, the Securitization Bridge Term Sheets, the Conditions Annex
and the Fee Letter (but only with appropriate redactions to the Fee Letter to
delete all fee amounts) may be disclosed to the Acquired Business and its
directors, officers, employees, advisors (including legal advisors) and agents
on a confidential and “need-to-know” basis and only in connection with the
transactions contemplated hereby. Furthermore, this Commitment Letter and the
Fee Letter (but only with appropriate redactions to the Fee Letter to delete
all fee amounts) may be disclosed by you to any ratings agencies or any
monoline insurance company or other provider of credit enhancement, in each
case, on a confidential and “need-to-know” basis and only in connection with
the transactions contemplated hereby.


 


Other Services.


 


You acknowledge that the Initial Securitization
Bridge Lender, the Sole Arranger and their respective affiliates (the term “Initial
Securitization Bridge Lender” or “Sole Arranger” as used below in this
paragraph being understood to include such affiliates) may be providing debt
financing, equity capital or other services (including financial advisory
services) to other companies in respect of which you, the Acquired Business or any
of your or the Acquired Business’ respective subsidiaries may have conflicting
interests regarding the transactions described herein and otherwise. The Initial


 


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Securitization Bridge Lender and the Sole Arranger
will not use confidential information obtained from you by virtue of the
transactions contemplated by this Commitment Letter or its other relationships
with you or the Acquired Business in connection with the performance by the
Initial Securitization Bridge Lender or the Sole Arranger of services for other
companies, and the Initial Securitization Bridge Lender and the Sole Arranger will
not furnish any such information to other companies. The Sole Arranger and its
affiliates will use all confidential information provided to them or such
affiliates by or on behalf of you or the Acquired Business hereunder solely for
the purpose of providing the services which are the subject of this Commitment
Letter and shall treat confidentially all such information. You also
acknowledge that the Initial Securitization Bridge Lender and the Sole Arranger
shall not have any obligation to use in connection with the transactions
contemplated by this Commitment Letter, or to furnish to you, the Acquired
Business or any of your or the Acquired Business’ respective affiliates,
confidential information obtained from other companies. You further acknowledge
that the Sole Arranger is a full service securities firm and it and the Initial
Securitization Bridge Lender may from time to time effect transactions, for
their own or their affiliates’ account or the account of customers, and hold
positions in loans, securities or options on loans or securities of the
Borrower, Merger Sub or any of their respective affiliates and other companies
that may be the subject of the transactions contemplated by this Commitment
Letter.


 


Governing Law,
Etc.


 


This Commitment Letter and the commitment of the
Securitization Bridge Lenders shall not be assignable by you without the prior
written consent of the Commitment Parties, and any purported assignment without
such consent shall be void; provided, however, that you may
assign your rights and delegate your obligations hereunder to one or more
affiliates of the Borrower controlled by the Borrower and formed for the
purpose of effecting the Transactions. This Commitment Letter may not be
amended or any provision hereof waived or modified except by an instrument in
writing signed by each Commitment Party and you. This Commitment Letter may be
executed in any number of counterparts, each of which shall be an original and
all of which, when taken together, shall constitute one agreement. Delivery of
an executed counterpart of a signature page of this Commitment Letter by
facsimile transmission or electronic photocopy (i.e., “pdf”) shall be effective
as delivery of a manually executed counterpart of this Commitment Letter. Headings
are for convenience only. This Commitment Letter is intended to be for the
benefit of the parties hereto and is not intended to confer any benefits upon,
or create any rights in favor of, any person other than the parties hereto, the
Securitization Bridge Lenders and, with respect to the indemnification provided
under the heading “Indemnity,” each Indemnified Person. This
Commitment Letter shall be governed by, and construed in accordance with, the
laws of the State of New York. Any right to trial by jury with respect to
any claim or action arising out of this Commitment Letter is hereby waived. The
parties hereto hereby submit to the non-exclusive jurisdiction of the federal
and New York State courts located in The City of New York (and
appellate courts thereof) in connection with any dispute related to this
Commitment Letter or any of the matters contemplated hereby. The parties hereto
irrevocably and unconditionally waive any objection to the laying of such venue
of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding has been brought in an inconvenient
forum. A final judgment in any such suit, action or proceeding brought in any
such court may be enforced in any other courts to whose jurisdiction the party
subject to such judgment is or may be subject by suit upon judgment.


 


Compliance and
Patriot Act.


 


We hereby notify you that pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed
into law October 26, 2001) (the “Patriot Act”), the Commitment
Parties and the Securitization Bridge Lenders are required to obtain, verify
and record information that identifies the Borrower, which information includes
the name, address and tax identification number of the Borrower


 


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and other information regarding the Borrower that
will allow such Commitment Party or such Securitization Bridge Lender to identify
the Borrower in accordance with the Patriot Act. This notice is given in
accordance with the requirements of the Patriot Act and is effective as to the Commitment
Parties and the Securitization Bridge Lenders. The Borrower and each of the
Guarantors (as defined in the Annexes hereto) agree to provide, at least five
days prior to the Closing Date, the documentation and other information to the
Administrative Agent (as defined in the Annexes hereto) that is required by
regulatory authorities under applicable “know your customer” and
anti-money-laundering rules and regulations, including, without limitation, the
Patriot Act.


 


*              *              *


 


Please indicate your acceptance of the terms hereof
and of the Securitization Bridge Term Sheets, the Conditions Annex and the Fee
Letter by returning to us executed counterparts of this Commitment Letter and
the Fee Letter not later than 5:00 p.m., New York City time, on
July 16, 2007. This Commitment Letter and the agreement of the Commitment
Parties to provide the services described herein will automatically expire at
such time if we have not received such executed counterparts of this Commitment
Letter and the Fee Letter in accordance with the preceding sentence. If you do
so execute and deliver to the Commitment Parties, this Commitment Letter and
the Fee Letter, the Initial Securitization Bridge Lender agrees to hold its Commitments
available for you until the earliest of (i) the termination of the Acquisition
Agreement, (ii) the consummation of the Acquisition without utilization of the
Securitization Bridge Facilities and (iii) 11:59 p.m., New York City
time, on the Outside Date (as defined in the Acquisition Agreement), at which
time the Commitments shall expire. The compensation, expense reimbursement,
confidentiality, indemnification and governing law and forum provisions hereof
and in the Securitization Bridge Term Sheets and the Fee Letter shall survive
termination of this Commitment Letter (or any portion hereof) or the
commitments of the Securitization Bridge Lenders hereunder; provided, that in the event the Securitization Bridge Documentation
is executed, the expense reimbursement and indemnification provisions hereof
shall be terminated and superseded by the expense reimbursement and
indemnification provisions in the Securitization Bridge Documentation. The
provisions under the headings “Syndication and Cooperation” and “Clear Market”
above shall survive the execution and delivery of the Securitization Bridge
Documentation.


 


9

















 


We are pleased to have been given the opportunity to
assist you in connection with the financing for the Transactions.


 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS COMMERCIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Janes

  
	
   

  	
   

  	
  Name: George Janes

  
	
   

  	
   

  	
  Title: Chief Credit Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laurie B. Perper

  
	
   

  	
   

  	
  Name: Laurie B. Perper

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laurie B. Perper

  
	
   

  	
   

  	
  Name: Laurie B. Perper

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


Signature
page to Commitment Letter


 

















 


	
  Accepted and agreed to as of

  	
   

  
	
  the date first written above:

  	
   

  
	
   

  	
   

  
	
  IHOP CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Conforti

  	
   

  
	
   

  	
  Name: Thomas Conforti

  	
   

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CHLH CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Conforti

  	
   

  
	
   

  	
  Name: Thomas Conforti

  	
   

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  



 


Signature
page to Commitment Letter


 

















 


ANNEX I


 


SUMMARY OF TERMS OF FIRST LIEN SECURITIZATION
BRIDGE FACILITIES


 


Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the
Commitment Letter, to which this summary is attached.


 


	
  Borrower:

  	
   

  	
  IHOP Corp.

  
	
   

  	
   

  	
   

  
	
  Exclusive
  Structuring Advisor:

  	
   

  	
  Lehman
  Brothers Inc. (“Lehman Brothers”).

  
	
   

  	
   

  	
   

  
	
  Sole
  Arranger and Sole

  	
   

  	
   

  
	
  Bookrunner:

  	
   

  	
  Lehman Brothers.

  
	
   

  	
   

  	
   

  
	
  First
  Lien

  	
   

  	
   

  
	
  Securitization Bridge Lenders:

  	
   

  	
  The Initial Securitization Bridge Lender or a
  syndicate of banks, financial institutions and other entities, arranged by
  the Sole Arranger (collectively, the “First Lien Securitization Bridge
  Lenders”); provided that any such syndication shall comply with
  the terms and conditions set forth in the Commitment Letter.

  
	
   

  	
   

  	
   

  
	
  Administrative
  Agent and

  	
   

  	
   

  
	
  Collateral Agent:

  	
   

  	
  Lehman Brothers Commercial Bank (“LBCB”) or
  Lehman Commercial Paper Inc. (“LCPI”).

  
	
   

  	
   

  	
   

  
	
  Swing Line Lender:

  	
   

  	
  LBCB or LCPI.

  
	
   

  	
   

  	
   

  
	
  Letter of Credit Issuing Entity:

  	
   

  	
  To be determined.

  
	
   

  	
   

  	
   

  
	
  Syndication Agent:

  	
   

  	
  LBCB, LCPI or one of their affiliates.

  
	
   

  	
   

  	
   

  
	
  Type and Amount of Facilities:

  	
   

  	
  First Lien Securitization Bridge Term Loan Facility:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A one-year term securitization bridge term loan
  facility to be made available to the Borrower in U.S. dollars in the manner
  provided herein (the “First Lien Securitization Bridge Term Loan Facility”;
  and the loans made under the First Lien Securitization Bridge Term Loan
  Facility, the “First Lien Securitization Bridge Term Loans”) in an
  aggregate principal amount of up to $1,850,000,000.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First Lien Securitization
  Bridge Revolving Credit Facility:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A one-year revolving
  credit facility to be made available to the Borrower in the manner provided
  herein (the “First Lien Securitization Bridge Revolving Credit Facility”,
  and the loans thereunder, the “Securitization Bridge Revolving Credit
  Loans”) with aggregate commitments (the “Securitization Bridge
  Revolving

  



 


I-1

















 


	
   

  	
   

  	
  Credit Commitments”) of $100,000,000. Each First Lien
  Securitization Bridge Lender holding a Securitization Bridge Revolving Credit
  Commitment shall be referred to herein as a “First Lien Securitization
  Bridge Revolving Credit Lender.”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The First Lien
  Securitization Bridge Term Loan Facility and the First Lien Securitization
  Bridge Revolving Credit Facility are referred to herein collectively as the “First
  Lien Securitization Bridge Facilities” and the First Lien Securitization
  Bridge Term Loans and the Securitization Bridge Revolving Credit Loans are
  referred to herein collectively as the “First Lien Securitization Bridge
  Loans”.

  
	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  Proceeds of the First Lien Securitization Bridge
  Term Loan Facility will be used on the Closing Date (as defined below) to
  finance a portion of the Acquisition, to effect the Refinancing, to fund one
  or more interest reserve accounts and to pay fees and expenses in connection
  therewith. The First Lien Securitization Bridge Revolving Credit Facility
  will be used by the Borrower for working capital and general corporate
  purposes.

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  The date of consummation of the Acquisition and the
  initial funding under the First Lien Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Definitive Documentation:

  	
   

  	
  The terms of the definitive documentation governing
  the First Lien Securitization Bridge Facilities (the “First Lien
  Securitization Bridge Documentation”) shall be consistent with the terms
  and conditions of the Commitment Letter.

  
	
   

  	
   

  	
   

  
	
  Maturity Dates:

  	
   

  	
  First Lien Securitization Bridge Term Loan Facility: First anniversary of the Closing Date
  (“Initial Maturity Date”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First Lien Securitization Bridge Revolving Credit
  Facility:
  Initial Maturity Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If any First Lien Securitization Bridge Term Loans
  (the “Senior Initial Loans” and, together with the Second Lien Initial
  Loans, the “Initial Loans”) have not been paid in full on or prior to
  the date that is one year following the Closing Date (the “Conversion Date”),
  subject to the conditions outlined below under “Conditions to Conversion of
  Senior Initial Loans,” such Senior Initial Loans shall be converted into a
  senior term

  



 


I-2

















 


	
   

  	
   

  	
  loan (each, a “Senior
  Term Loan”) maturing on the fourth anniversary of the Conversion Date
  (the “Senior Term Loan Maturity Date”). Other than the maturity date,
  all other terms and conditions set forth herein applicable to the First Lien
  Securitization Bridge Facilities shall apply to the Senior Term Loan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the Senior Initial
  Loans are converted into Senior Term Loans as provided above, then the
  maturity date of the First Lien Securitization Bridge Revolving Credit
  Facility will be extended to the Senior Term Loan Maturity Date.

  
	
   

  	
   

  	
   

  
	
  Conditions to Conversion
  of

  	
   

  	
   

  
	
  Senior Initial Loans:

  	
   

  	
  On the Conversion Date,
  unless a payment or bankruptcy default has occurred and is continuing under
  the First Lien Securitization Bridge Documentation, the Senior Initial Loans
  shall, upon payment of the Conversion Fee (as defined in the Fee Letter), be
  converted into Senior Term Loans.

  
	
   

  	
   

  	
   

  
	
  Availability:

  	
   

  	
  First Lien Securitization
  Bridge Term Loan Facility: A single drawing may be
  made on the Closing Date of up to the full amount of the First Lien
  Securitization Bridge Term Loan Facility; provided, that if
  (i) securitized debt securities (the “Additional IHOP Securitization
  Securities”) under the IHOP Securitization are issued on the Closing
  Date, the amount of the First Lien Securitization Bridge Term Loan Facility
  shall be reduced by an amount equal to the greater of (A) the aggregate
  amount of gross cash proceeds received from the issuance of such Additional
  IHOP Securitization Securities and (B) * (ii) a Securitization with
  respect to the Acquired Business (an “Applebee’s Securitization”) is
  consummated on the Closing Date, the amount of the First Lien Securitization
  Bridge Term Loan Facility shall be reduced by *, (iii) the Borrower or any of
  its subsidiaries receives proceeds from the unwind of the interest rate
  derivative described in item 5 of Annex III or any replacement thereof on or
  prior to the Closing Date, the amount of the First Lien Securitization Bridge
  Term Loan Facility shall be reduced by the aggregate gross proceeds of such
  unwind or (iv) the Borrower or any of its subsidiaries receives proceeds from
  any sale-leaseback transaction on or prior to the Closing Date, the amount of
  the First Lien Securitization Bridge Term Loan Facility shall be reduced by
  the aggregate net proceeds of such sale-leaseback transaction.

  



 


__________________


*  This information has been
omitted based on a request for confidential treatment. The omitted portions have
been separately filed with the Securities and Exchange Commission.


 


I-3

















 


	
   

  	
   

  	
  First Lien
  Securitization Bridge Revolving Credit Facility:
  Borrowings may be made (i) on the Closing Date in an aggregate amount not
  to exceed $50,000,000 (plus an aggregate face amount to be agreed of letters
  of credit posted thereunder) and (ii) at any time after the Closing Date
  to but excluding the business day preceding the maturity date of the First
  Lien Securitization Bridge Revolving Credit Facility; provided, that
  if an Applebee’s Securitization is consummated pursuant to which securities
  are issued in a principal amount equal to or greater than * (which for the
  avoidance of doubt, includes the amount of any variable funding note
  regardless of whether such note is funded), the commitments under the First
  Lien Securitization Bridge Revolving Credit Facility shall terminate.

  
	
   

  	
   

  	
   

  
	
  Letters of Credit:

  	
   

  	
  $50,000,000 of the First
  Lien Securitization Bridge Revolving Credit Facility will be available for
  letters of credit, on customary terms and conditions to be set forth in the
  First Lien Securitization Bridge Documentation.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each letter
  of credit shall expire not later than the third day prior to the maturity
  date of the First Lien Securitization Bridge Revolving Credit Facility; provided
  that, subject to the terms of the First Lien Securitization Bridge
  Documentation, a letter of credit may provide that it shall automatically
  renew for additional periods.

  
	
   

  	
   

  	
   

  
	
  Swing Line Facility:

  	
   

  	
  A portion of the First
  Lien Securitization Bridge Revolving Credit Facility in an amount to be
  determined will be available for swingline loans on same day notice and on
  terms and conditions to be set forth in the First Lien Securitization Bridge
  Documentation.

  
	
   

  	
   

  	
   

  
	
  Amortization:

  	
   

  	
  First Lien Securitization
  Bridge Term Loan Facility: The First Lien
  Securitization Bridge Term Loan Facility will amortize in equal quarterly
  installments in an aggregate annual amount equal to 1.0% of the aggregate
  principal amount of the First Lien Securitization Bridge Term Loans as of the
  Closing Date, with the balance thereof due at maturity.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First Lien
  Securitization Bridge Revolving Credit Facility:
  None.

  



 


__________________


*  This information has been
omitted based on a request for confidential treatment. The omitted portions
have been separately filed with the Securities and Exchange Commission.


 


I-4

















 


	
  Interest on First Lien
  Securitization

  	
   

  	
   

  
	
  Bridge Term Loans and Securitization

  	
   

  	
   

  
	
  Bridge Revolving Credit
  Loans:

  	
   

  	
  At the Borrower’s option,
  First Lien Securitization Bridge Term Loans and Securitization Bridge
  Revolving Credit Loans will bear interest based on the Base Rate or LIBOR; provided
  that until the date that is 30 days following the Closing Date, the First
  Lien Securitization Bridge Loans shall be made and maintained as Base Rate
  Loans or LIBOR Loans having an interest period of one month, as selected by
  the Borrower, as described below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A. Base
  Rate Option

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest
  will be at the Base Rate plus the applicable Interest Margin (as defined
  below), calculated on the basis of the actual number of days elapsed in a
  year of 365/66 days and payable quarterly in arrears. The Base Rate is
  defined as the higher of (i) the Federal Funds Rate, as published by the
  Federal Reserve Bank of New York, plus 1/2 of 1% and (ii) the prime
  commercial lending rate as set forth on Reuters’ Telerate Page 5. First Lien
  Securitization Bridge Loans bearing interest based on the Base Rate shall be
  referred to herein as “Base Rate Loans.”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Base Rate
  borrowings will require one business day’s prior notice and will be in
  minimum amounts to be agreed upon.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B. LIBOR
  Option

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest
  will be determined for periods (“Interest Periods”) of one, two, three
  or six months (as selected by the Borrower) and will be at an annual rate
  equal to the London Interbank Offered Rate (“LIBOR”) for the
  corresponding deposits of U.S. dollars, plus the applicable Interest Margin.
  LIBOR will be determined by the Administrative Agent at the start of each
  Interest Period and will be fixed through such period. Interest will be paid
  at the end of each Interest Period or, in the case of Interest Periods longer
  than three months, quarterly, and will be calculated on the basis of the
  actual number of days elapsed in a year of 360 days. LIBOR will be adjusted
  for maximum statutory reserve requirements (if any). First Lien
  Securitization Bridge Loans bearing interest based on LIBOR shall be referred
  to herein as “LIBOR Loans.”

  



 


 


I-5

















 


	
   

  	
   

  	
  LIBOR
  borrowings will require three business days’ prior notice and will be in
  minimum amounts to be agreed upon.

  
	
   

  	
   

  	
   

  
	
  Default Interest:

  	
   

  	
  Upon the occurrence and
  during the continuance of a payment default, interest will accrue on any
  overdue amount of a loan or other overdue amount payable under the First Lien
  Securitization Bridge Facilities at a rate of 2% per annum in excess of the
  rate (including the applicable Interest Margin (as defined below)) otherwise
  applicable to such loan or other amount and will be payable on demand.

  
	
   

  	
   

  	
   

  
	
  Interest Margins:

  	
   

  	
  The interest margins
  applicable to each of the First Lien Securitization Bridge Term Loans and the
  Securitization Bridge Revolving Credit Loans will be the percentages set
  forth in the following table *

  



 


__________________


*  This information has been
omitted based on a request for confidential treatment. The omitted portions
have been separately filed with the Securities and Exchange Commission.


 


I-6

















 


 


	
   

  	
   

  	
   

  
	
  *

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


__________________


*  This information has been
omitted based on a request for confidential treatment. The omitted portions
have been separately filed with the Securities and Exchange Commission.


 


I-7

















 


	
   

  	
   

  	
  *

  



 


__________________


*  This information has been
omitted based on a request for confidential treatment. The omitted portions
have been separately filed with the Securities and Exchange Commission.


 


I-8

















 


	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  Revolving Credit

  	
   

  	
   

  
	
  Commitment Fees:

  	
   

  	
  A Revolving Credit Commitment Fee shall accrue on
  the unused amounts of the commitments under the First Lien Securitization
  Bridge Revolving Credit Facility at a rate equal to 0.50% per annum. Accrued
  Revolving Credit Commitment Fees will be payable quarterly in arrears
  (calculated on a 360-day basis) for the account of the First Lien
  Securitization Bridge Revolving Credit Lenders from the Closing Date.

  
	
   

  	
   

  	
   

  
	
  Letter of Credit Fees:

  	
   

  	
  The Borrower will pay (i) the Letter of Credit
  Issuing Entity a fronting fee in an amount to be agreed on the face amount of
  each letter of credit issued by such Letter of Credit Issuing Entity and
  (ii) letter of credit participation fees to the First Lien
  Securitization Bridge Revolving Credit Lenders in an amount equal to the
  Interest Margin for LIBOR Loans under the First Lien Securitization Bridge
  Revolving Credit Facility, in each case, on the undrawn amount of all such
  outstanding letters of credit. In addition, the Borrower will pay the Letter
  of Credit Issuing Entity customary and market rate issuances fees, which may
  not be rebated.

  



 


__________________


*  This information has been
omitted based on a request for confidential treatment. The omitted portions
have been separately filed with the Securities and Exchange Commission.


 


I-9

















 


	
  Mandatory Prepayments:

  	
   

  	
  An amount equal to
  (a) 100% of the net proceeds (including insurance and condemnation
  proceeds) received from the sale or other disposition of all or any part of
  the assets (other than sales of assets in the ordinary course of business to
  be agreed) of the Borrower or any of its subsidiaries after the Closing Date
  other than in the ordinary course and other than amounts reinvested within
  6 months of the sale or other disposition and subject to other
  exceptions to be agreed and otherwise consistent with recent credit
  documentation governing securitization bridge facilities of this type, provided,
  that the net proceeds of any sale-leaseback transaction shall be applied as a
  mandatory prepayment without any such reinvestment option, (b) 100% of
  the gross proceeds received by the Borrower or any of its affiliates in
  connection with the closing of an Applebee’s Securitization, (c) 100% of
  the gross proceeds received by the Borrower or any of its affiliates in
  connection with the sale of the Additional IHOP Securitization Securities,
  (d) 100% of the net cash proceeds received by the Borrower or any of its
  subsidiaries from any other Securitization or the issuance of other debt
  (other than certain debt permitted to be incurred or assumed under the First
  Lien Securitization Bridge Documentation) or the issuance of any equity after
  the Closing Date (other than exceptions to be agreed), (e) 100% of the gross
  proceeds received by the Borrower or any of its subsidiaries from the unwind
  of the interest rate derivative described in item 5 of Annex III or any replacement
  thereof and (f) beginning with fiscal year 2008, 50% of excess cash flow
  of the Borrower and its subsidiaries (to be defined in a mutually
  satisfactory manner); provided, that any voluntary prepayments of
  loans under the Securitization Bridge Facilities (including Securitization
  Bridge Revolving Credit Loans to the extent the aggregate Securitization
  Bridge Revolving Credit Commitments are permanently reduced (ratably among
  the Securitization Bridge Revolving Credit Lenders) by the amount of such prepayments),
  other than prepayments funded with the proceeds of indebtedness, asset sales
  or other financing transactions, shall be deducted from excess cash flow for
  purposes of calculating amounts available for the excess cash flow mandatory
  prepayment.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  There will
  be no prepayment penalties (except LIBOR breakage costs) for mandatory
  prepayments.

  



 


I-10

















 


	
  Optional
  Prepayments:

  	
   

  	
  Permitted in whole or in part and, in the case of the First Lien
  Securitization Bridge Term Loans, may not be reborrowed, with one business
  day’s prior notice in the case of Base Rate Loans and three business day’s
  prior notice in the case of LIBOR Loans, but without premium or penalty
  (except LIBOR breakage costs in the case of a prepayment other than on the
  last day of the relevant interest period) and including accrued and unpaid
  interest, subject to limitations as to minimum amounts of prepayments to be
  agreed. There will be no prepayment penalties (except LIBOR breakage costs)
  for optional prepayments.

  
	
   

  	
   

  	
   

  
	
  Application of Prepayments:

  	
   

  	
  All mandatory prepayments will be applied, first, to the
  prepayment of the First Lien Securitization Bridge Term Loans, second,
  to the repayment of the First Lien Securitization Bridge Revolving Credit
  Facility (but with no permanent reduction in the commitments thereof) and third,
  to the prepayment of the Second Lien Securitization Bridge Term Loans; provided,
  that a mandatory prepayment described in clause (b) of “Mandatory
  Prepayments” above in connection with a release of the Collateral Agent’s
  lien on the assets of the Acquired Business (as described in “Release of
  Acquired Business Collateral” below) will be applied, first, to the
  prepayment of the First Lien Securitization Bridge Term Loans, second,
  to the repayment of the First Lien Securitization Bridge Revolving Credit
  Facility (with a corresponding permanent reduction in the commitments
  thereof), and third, to the prepayment of the Second Lien
  Securitization Bridge Term Loans. Optional
  prepayments may be applied to the First Lien Securitization Bridge Term Loan
  or the First Lien Securitization Bridge Revolving Credit Facility as directed
  by the Borrower. No optional
  or mandatory prepayments may be applied to the Second Lien Securitization
  Bridge Term Loans until all extensions of credit under the First Lien
  Securitization Bridge Facilities shall have been paid in full and all
  commitments thereunder shall have been terminated. Each prepayment of the
  First Lien Securitization Bridge Term Loans may not be reborrowed.
  Prepayments of Securitization Bridge Revolving Credit Loans may be
  reborrowed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each
  mandatory and optional prepayment of the First Lien Securitization Bridge
  Term Loans will be applied to the remaining amortization payments of the
  First Lien

  



 


I-11

















 


	
   

  	
   

  	
  Securitization
  Bridge Term Loan Facility in the manner directed by the Borrower.

  
	
   

  	
   

  	
   

  
	
  Guarantees:

  	
   

  	
  The obligations of the
  Borrower under the First Lien Securitization Bridge Term Loan Facility and
  the First Lien Securitization Bridge Revolving Credit Facility and any
  exposure under hedging agreements and, at the Borrower’s option, cash
  management arrangements, entered into with a person that was, at the time of
  such entry, a Securitization Bridge Lender (or an affiliate thereof) under
  the First Lien Securitization Bridge Term Loan Facility or the First Lien
  Securitization Bridge Revolving Credit Facility (collectively, the “Obligations”)
  will be fully and unconditionally guaranteed on a joint and several basis by
  all existing and future direct and indirect domestic subsidiaries of the
  Borrower, other than any subsidiaries that are or are intended to become
  bankruptcy remote securitization entities (and such entities’ bankruptcy remote
  subsidiaries) under the Securitization or the IHOP Securitization (the “Guarantors”,
  and, together with the Borrower, the “Loan Parties”).

  
	
   

  	
   

  	
   

  
	
  Security:

  	
   

  	
  As security for the
  Obligations of each Loan Party, each Loan Party shall grant to the Collateral
  Agent, for the benefit of the First Lien Securitization Bridge Lenders and
  each other holder of the Obligations, valid and perfected first priority
  liens and security interests in all of the following (collectively, the “Collateral”),
  subject to the terms of the Conditions Annex:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a) a
  first-priority pledge of (i) all notes owned by the Loan Parties,
  including, without limitation, all intercompany notes owing to the Loan
  Parties (and any collateral pledged as security therefor) and (ii) all
  capital stock held by the Loan Parties in their respective subsidiaries
  (whether existing or subsequently acquired or organized, or domestic or
  foreign); provided, that in the case of any first-tier foreign
  subsidiary, not more than 66% of the voting stock of such foreign subsidiary
  shall be pledged by the applicable Loan Party as security for the
  Obligations; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b) perfected
  first-priority security interests in, and mortgages on, all owned, leased or
  licensed material tangible and intangible assets (including, without
  limitation, accounts receivable, inventory, equipment, vehicles, general
  intangibles, insurance policies, investment property, intellectual property,
  cash and deposit accounts, the interest reserve accounts (which

  



 


I-12














 


	
   

  	
  shall be at LBCB pursuant to documentation reasonably satisfactory to
  the Collateral Agent) and funded with an estimated three months’ aggregate
  interest under the Applebee’s Securitization and IHOP Securitization) and
  owned real property) and proceeds of the foregoing of the Loan Parties,
  wherever located, now or hereafter owned; provided, however, that the Loan
  Parties shall not be required to perfect such security interests in
  (x) vehicles, (y) deposit accounts until 90 days following the
  Closing Date or, if an Event of Default has occurred and is continuing, upon
  the request of the Collateral Agent, and (z) owned real property until
  180 days following the Closing Date or, if an Event of Default has occurred
  and is continuing, upon the reasonable request of the Collateral Agent. The
  foregoing notwithstanding, the Collateral shall not include (i) assets
  as to which the Administrative Agent shall reasonably determine that the
  costs of obtaining such a security interest are excessive in relation to the
  value of the security to be afforded thereby, (ii) assets to the extent
  that the granting of such security interest would violate any applicable law
  or the enforceable anti-assignment provisions of any contract,
  (iii) leasehold interests in real property, (iv) off-the-shelf
  software licenses and (v) other exceptions to be agreed.

  
	
   

  	
   

  
	
   

  	
  The obligations under the
  Second Lien Securitization Bridge Loan Facility will be secured by a
  second-priority security interest in the Collateral. The priority of the
  security interests and the related creditor rights among the First Lien
  Securitization Bridge Facilities and the Second Lien Securitization Bridge
  Loan Facility will be set forth in an intercreditor agreement (“Intercreditor
  Agreement”) to be agreed upon.

  
	
   

  	
   

  
	
   

  	
  The Borrower
  may designate certain interest hedging and cash management obligations
  in respect of the Securitization Bridge Facilities or the corresponding
  Securitization securities on terms and with counterparties acceptable to the
  Administrative Agent to share in the first-priority security interest in the
  Collateral.

  
	
   

  	
   

  
	
  Conditions
  to Initial Borrowings:

  	
  Conditions
  precedent to initial borrowings under the First Lien Securitization Bridge
  Facilities will be limited to those described or referred to under the heading
  “Conditions” in the Commitment Letter, and those conditions set forth in
  Annex III to the Commitment Letter and the following: (1) the
  accuracy of the Specified Representations and (2) delivery of a duly

  



 


I-13

















 


	
   

  	
   

  	
  executed
  notice of borrowing under the First Lien Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Conditions
  to Each Borrowing

  (other than the Initial Borrowings):

  	
   

  	
  

  Conditions precedent to each borrowing or issuance (other than the initial
  borrowings) under the First Lien Securitization Bridge Facilities will be
  limited to the following: (1) the absence of any continuing default or
  event of default, (2) the accuracy of representations and warranties in
  all material respects and (3) delivery of a duly executed notice of
  borrowing.

  
	
   

  	
   

  	
   

  
	
  Representations
  and Warranties:

  	
   

  	
  Representations
  and warranties will be subject to materiality thresholds and exceptions to be
  agreed, apply to the Borrower and its subsidiaries (including, without
  limitation, the Acquired Business) and will be limited to the following:
  financial statements (including pro forma financial statements); absence of
  undisclosed liabilities; no material adverse change; corporate existence;
  compliance with law; corporate power and authority; enforceability of the
  First Lien Securitization Bridge Documentation; no conflict with law or
  contractual obligations; no material litigation; no default; ownership of
  property; liens; intellectual property; real property; taxes; permits;
  governmental and other approvals; subsidiaries; governmental regulations
  (including Federal Reserve regulations; ERISA; the Investment Company Act and
  the Patriot Act); environmental matters; solvency; labor matters; employment
  and management agreements; accuracy of disclosure; insurance; creation and
  perfection of security interests; capitalization; use of proceeds; delivery
  of documents; and fees and expenses.

  
	
   

  	
   

  	
   

  
	
  Affirmative
  Covenants:

  	
   

  	
  Affirmative
  covenants will be subject to materiality thresholds and exceptions to be agreed,
  apply to the Borrower and its subsidiaries (including, without limitation,
  the Acquired Business) and will be limited to the following: delivery of
  financial statements, management reports, accountants’ letters, business
  plan, officers’ certificates and other customary information; payment of
  taxes and other obligations; continuation of business and maintenance of
  existence and material rights and privileges; compliance with material laws
  and regulations (including, without limitation, environmental, ERISA and tax
  laws and regulations); maintenance of property and insurance; maintenance of
  books and records; inspection rights; notices of defaults, litigation and
  other material events; environmental

  



 


I-14

















 


	
   

  	
   

  	
  matters;
  use of proceeds; fiscal year; material contracts; interest rate protection;
  transfer of assets to special purpose entity; and further assurances with
  respect to guarantees, security interests and related matters.

  
	
   

  	
   

  	
   

  
	
  Negative
  Covenants:

  	
   

  	
  Negative
  covenants will be subject to materiality thresholds and exceptions to be
  agreed, apply to the Borrower and its subsidiaries (including, without
  limitation, the Acquired Business) and will be limited to the following:
  limitation on asset sales and changes of business; limitation on mergers,
  liquidations, dissolutions and other fundamental changes; prohibition on cash
  dividends, stock repurchases and redemptions (including, without limitation,
  with respect to any preferred stock) (other than *); and provided, further,
  that, no payment may be made under clause (i), (ii) or
  (iii) above unless both immediately before and after giving effect to
  such payment, no Default or Event of Default exists); limitation on
  indebtedness (including preferred stock of subsidiaries and guarantees and
  other contingent obligations); limitation on investments; limitation on liens
  and negative pledge with respect to unperfected collateral; limitation on
  transactions with affiliates;

  



 


__________________


*  This information has been omitted based on a
request for confidential treatment. The omitted portions have been separately
filed with the Securities and Exchange Commission.


 


I-15

















 


	
   

  	
   

  	
  limitation
  on hedging agreements; prohibition on prepayments of subordinated
  indebtedness; limitation on prepayments under the Second Lien Securitization
  Bridge Facility; no modification, amendment or waiver of the terms of
  constituent documents or the documents governing the IHOP Securitization in any
  manner materially adverse to the First Lien Securitization Bridge Lenders
  without the consent of the Requisite First Lien Securitization Bridge Lenders
  (as defined below); limitation on sale-leaseback transactions; limitation on
  restrictions on distributions from subsidiaries and granting of negative
  pledge clauses; limitation on change to line of business; limitation on
  changes in accounting treatment or reporting practices (with exceptions
  relating to accounting changes necessitated by, or desirable in light of, the
  Acquisition); limitation on changes in fiscal year; limitation on use of
  proceeds in contravention of margin regulations; and limitation on capital
  expenditures per fiscal year (to be set at * cushion over forecast).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Loan
  Year” means an annual period commencing on an anniversary of the Closing
  Date and ending on the day immediately preceding the next anniversary of the
  Closing Date.

  
	
   

  	
   

  	
   

  
	
  *

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Events
  of Default:

  	
   

  	
  Events
  of Default will apply to the Borrower and its subsidiaries (including,
  without limitation, the Acquired Business) and will be limited to:
  nonpayment, inaccuracy of representations and warranties, breach of
  covenants, cross defaults, loss of material lien on collateral, actual or
  asserted invalidity of any guarantee or security document provisions,
  bankruptcy and insolvency events, dissolution, ERISA events, material
  environmental events, material judgments and change of control (to be
  defined), in certain cases to be agreed

  



 


__________________


*  This information has been omitted based on a
request for confidential treatment. The omitted portions have been separately
filed with the Securities and Exchange Commission.


 


I-16

















 


	
   

  	
   

  	
  subject
  to grace periods and materiality thresholds or exceptions to be agreed.

  
	
   

  	
   

  	
   

  
	
  Assignments
  and Participations:

  	
   

  	
  Each
  First Lien Securitization Bridge Lender may assign all or a portion of
  its loans and commitments under one or more of the First Lien Securitization
  Bridge Facilities. Assignments will require the consent of the Administrative
  Agent, the Letter of Credit Issuing Entity (with respect to Securitization
  Bridge Revolving Credit Loans and Securitization Bridge Revolving Credit
  Commitments), the Swing Line Lender (with respect to Securitization Bridge
  Revolving Credit Loans and Securitization Bridge Revolving Credit
  Commitments) and the Borrower, which consents shall not be unreasonably
  withheld; provided  that no
  consent of the Borrower shall be required during the first twelve months following
  the Closing Date or during the occurrence and continuance of a payment or
  bankruptcy Event of Default, except for assignments to certain financial
  institutions identified in writing by the Borrower to the Sole Arranger prior
  to the commencement of syndication of the Securitization Bridge Facilities;
  and provided  further, that no consents (except from the Letter
  of Credit Issuing Entity and the Swing Line Lender (with respect to
  Securitization Bridge Revolving Credit Loans and Securitization Bridge Revolving
  Credit Commitments)) shall be required for an assignment to an existing First
  Lien Securitization Bridge Lender or an affiliate of an existing First Lien
  Securitization Bridge Lender. Each assignment (except to other First Lien
  Securitization Bridge Lenders or their affiliates) will be in a minimum
  amount of (i) $5,000,000 in respect of Securitization Bridge Revolving
  Credit Loans and Securitization Bridge Revolving Credit Commitments and
  (ii) $1,000,000 in respect of First Lien Securitization Bridge Term
  Loans. In addition, each First Lien Securitization Bridge Lender
  may sell participations in all or a portion of its loans and commitments
  under one or more of the First Lien Securitization Bridge Facilities; provided
  that no purchaser of a participation shall have (a) the right to
  exercise or to cause the selling First Lien Securitization Bridge Lender to
  exercise voting rights in respect of the First Lien Securitization Bridge
  Facilities (except as to certain customary issues) or (b) the right to
  yield protection in an amount exceeding that available to the relevant First
  Lien Securitization Bridge Lender.

  



 


I-17

















 


	
  Release
  of Acquired

  Business/Collateral:

  	
   

  	
  

  Concurrently with the consummation of the Applebee’s Securitization, provided
  that (i) the aggregate principal amount of securities issued thereunder
  is not less than * (which
  for the avoidance of doubt, includes the amount of any variable funding note
  regardless of whether such note is funded) and the gross proceeds
  therefrom are applied directly to repay the Securitization Bridge Facilities
  in accordance with “Application of Prepayments” above and (ii) the
  commitments under the First Lien Securitization Bridge Revolving Credit
  Facility have been terminated, the Collateral Agent shall be authorized to
  release its lien on the assets of the Acquired Business that will be
  transferred into the Applebee’s Securitization in connection therewith.

  
	
   

  	
   

  	
   

  
	
  Expenses
  and Indemnification:

  	
   

  	
  All
  reasonable out-of-pocket expenses (including but not limited to reasonable
  legal fees and expenses of counsel and expenses incurred in connection with
  due diligence and travel, courier, reproduction, printing and delivery
  expenses, but excluding any such legal fees and expenses of Paul, Weiss,
  Rifkind, Wharton & Garrison LLP in connection with its due diligence
  investigation of the assets and business of the Borrower and its existing
  subsidiaries (which, for the avoidance of doubt, excludes the Acquired
  Business)) of the Sole Arranger, the Administrative Agent and the Collateral
  Agent associated with the syndication of the First Lien Securitization Bridge
  Facilities and with the preparation, execution and delivery, administration,
  amendment, waiver or modification (including proposed amendments, waivers or
  modifications) of the documentation contemplated hereby are to be paid by the
  Borrower on demand whether or not the Closing Date shall occur. In addition,
  all out-of-pocket expenses (including but not limited to legal fees and expenses
  of counsel) of the Securitization Bridge Lenders, the Administrative Agent
  and the Collateral Agent for workout proceedings, enforcement costs and
  documentary taxes associated with the First Lien Securitization Bridge
  Facilities are to be paid by the Borrower on demand.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower will
  indemnify the First Lien Securitization Bridge Lenders, the Sole Arranger,
  the Administrative Agent and the Collateral Agent and their respective
  affiliates, and hold them harmless from and against all documented reasonable
  out-of-pocket costs,

  



 


__________________


*  This information has been omitted based on a
request for confidential treatment. The omitted portions have been separately
filed with the Securities and Exchange Commission.


 


I-18

















 


	
   

  	
   

  	
  expenses (including but
  not limited to documented reasonable legal fees and expenses of not more than
  one counsel plus, if necessary, one local counsel per jurisdiction) and
  liabilities arising out of or relating to the transactions contemplated
  hereby and any actual or proposed use of the proceeds of any loans made under
  the First Lien Securitization Bridge Facilities; provided, however,
  that no such person will be indemnified for costs, expenses or liabilities
  (i) to the extent determined by a court of competent jurisdiction to
  have been incurred by reason of the gross negligence, willful misconduct or
  bad faith of, or material breach of the Securitization Bridge Documentation
  by, such person or (ii) arising out of or in connection with any claim,
  litigation, investigation or proceeding that does not involve an act or
  omission of the Borrower or any of its affiliates and that is brought by an
  indemnified person against any other indemnified person.

  
	
   

  	
   

  	
   

  
	
  Yield
  Protection, Taxes

  and Other Deductions:

  	
   

  	
  

  The First Lien Securitization Bridge Documentation will contain yield
  protection provisions, customary for facilities of this nature, protecting
  the First Lien Securitization Bridge Lenders in the event of breakage losses,
  reserve and capital adequacy requirements.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All payments are to be
  free and clear of any present or future taxes, withholdings or other
  deductions whatsoever (other than income and franchise taxes in the
  jurisdiction of the First Lien Securitization Bridge Lender’s applicable
  lending office). The First Lien Securitization Bridge Lenders will use
  reasonable efforts to minimize to the extent possible any applicable taxes
  and the Borrower will indemnify (subject to customary exceptions) the
  relevant First Lien Securitization Bridge Lenders and the Administrative
  Agent for such taxes paid by such First Lien Securitization Bridge Lenders or
  the Administrative Agent.

  
	
   

  	
   

  	
   

  
	
  Requisite First Lien
  Securitization

  Bridge Lenders:

  	
   

  	
  First Lien Securitization
  Bridge Lenders holding at least a majority of total loans and commitments
  under the First Lien Securitization Bridge Facilities (the “Requisite
  First Lien Securitization Bridge Lenders”), with certain amendments
  requiring the consent of First Lien Securitization Bridge Lenders holding a
  greater percentage (or each First Lien Securitization Bridge Lender affected)
  of the total loans and commitments under the First Lien Securitization

  



 


I-19

















 


	
   

  	
   

  	
  Bridge Facilities (subject
  to a customary “yank-a-bank” provision).

  
	
   

  	
   

  	
   

  
	
  Certain
  Securitization

  Related Provisions:

  	
   

  	
  

  If (1) the Applebee’s Securitization will result in the repayment of *
  (less any undrawn commitment amounts under the Securitization Bridge
  Facilities at the time the Applebee’s Securitization closes) in aggregate
  principal amount of the Securitization Bridge Facilities or (2) 100% of
  the Securitization Bridge Lenders shall have otherwise consented to the
  closing of the Applebee’s Securitization, then and only then each First Lien
  Securitization Bridge Lender covenants, for itself and for the express
  benefit of the secured parties under the Applebee’s Securitization:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i) that it shall
  have no recourse whatsoever to any of the collateral underlying the
  Applebee’s Securitization;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii) that it will not
  (and hereby waives any right to) contest or support any other person in
  contesting, in any proceeding (including any insolvency or liquidation
  proceeding), (x) the priority, validity, perfection or enforceability of the
  first priority perfected security interest held by or on behalf of the
  secured parties under the Applebee’s Securitization, as the case may be,
  and/or (y) the validity or enforceability of the provisions of any of the
  transaction documents underlying the Applebee’s Securitization; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii) so long as
  any amounts are outstanding under the Applebee’s Securitization, and for a
  period of one year plus one day (or, if longer, the applicable preference
  period then in effect) after payment in full of all amounts payable in
  connection with the transaction documents underlying the Applebee’s
  Securitization, including but not limited to the notes issued under the
  Applebee’s Securitization, such First Lien Securitization Bridge Lenders,
  agents and letter of credit issuers shall not institute against any of the
  subsidiaries of the Borrower that are bankruptcy remote securitization
  entities (or are intended to be bankruptcy remote securitization entities)
  under the Applebee’s Securitization or their bankruptcy remote subsidiaries
  (such actual or intended bankruptcy remote entities and their bankruptcy
  remote subsidiaries, the “Applebee’s Securitization Entities”) , or
  join or assist any other person in instituting against any of the Applebee’s
  Securitization Entities, any bankruptcy, reorganization, arrangement,
  insolvency or liquidation

  



 


__________________


*  This information has been omitted based on a
request for confidential treatment. The omitted portions have been separately
filed with the Securities and Exchange Commission.


 


I-20

















 


	
   

  	
   

  	
  proceedings, or other
  proceedings under any applicable federal or state bankruptcy or similar law.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each First Lien
  Securitization Bridge Lender covenants, for itself and for the express
  benefit of the secured parties under the IHOP Securitization (which for all
  purposes of this provision, includes the Additional IHOP Securitization
  Securities):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i) that it shall
  have no recourse whatsoever to any of the collateral underlying the IHOP
  Securitization;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii) that it will not
  (and hereby waives any right to) contest or support any other person in
  contesting, in any proceeding (including any insolvency or liquidation
  proceeding), (x) the priority, validity, perfection or enforceability of the
  first priority perfected security interest held by or on behalf of the
  secured parties under the IHOP Securitization, as the case may be,
  and/or (y) the validity or enforceability of the provisions of any of the
  transaction documents underlying the IHOP Securitization; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii) so long as
  any amounts are outstanding under the IHOP Securitization, and for a period
  of one year plus one day (or, if longer, the applicable preference period
  then in effect) after payment in full of all amounts payable in connection
  with the transaction documents underlying the IHOP Securitization, including
  but not limited to the notes issued under the IHOP Securitization, such First
  Lien Securitization Bridge Lenders, agents and letter of credit issuers shall
  not institute against any of the subsidiaries of the Borrower that are
  bankruptcy remote securitization entities (or are intended to be bankruptcy
  remote securitization entities) under the IHOP Securitization or their
  bankruptcy remote subsidiaries (such actual or intended bankruptcy remote
  entities and their bankruptcy remote subsidiaries, the “IHOP
  Securitization Entities”) , or join or assist any other person in
  instituting against any of the IHOP Securitization Entities, any bankruptcy,
  reorganization, arrangement, insolvency or liquidation proceedings, or other
  proceedings under any applicable federal or state bankruptcy or similar law.

  
	
   

  	
   

  	
   

  
	
  Governing
  Law and Forum:

  	
   

  	
  The
  laws of the State of New York. Each party to the First Lien Securitization
  Bridge Documentation will waive the right to trial by jury and will consent
  to jurisdiction of the state and federal courts located in The City of
  New York.

  



 


I-21

















 


	
  Counsel to
  the Sole Arranger

  and the Administrative Agent:

  	
   

  	
  

  Paul, Weiss, Rifkind, Wharton & Garrison LLP.

  



 


I-22

















 


ANNEX I


 


SUMMARY OF TERMS OF SECOND LIEN SECURITIZATION BRIDGE LOAN
FACILITY


 


	
  Borrower: 

  	
   

  	
  IHOP Corp. 

  
	
   

  	
   

  	
   

  
	
  Exclusive Structuring
  Advisor:

  	
   

  	
  Lehman Brothers Inc. (“Lehman
  Brothers”).

  
	
   

  	
   

  	
   

  
	
  Sole Arranger and Sole

  Bookrunner:

  	
   

  	
  Lehman Brothers.

  
	
   

  	
   

  	
   

  
	
  Second Lien Securitization

  Bridge Lenders:

  	
   

  	
  The Initial Securitization
  Bridge Lender or a syndicate of banks, financial institutions and other
  entities arranged by the Sole Arranger (collectively, the “Second Lien
  Securitization Bridge Lenders”); provided that any such
  syndication shall comply with the terms and conditions set forth in the
  Commitment Letter.

  
	
   

  	
   

  	
   

  
	
  Administrative Agent and

  Collateral Agent:

  	
   

  	
  Lehman Brothers Commercial
  Bank (“LBCB”) or Lehman Commercial Paper Inc. (“LCPI”).

  
	
   

  	
   

  	
   

  
	
  Syndication Agent:

  	
   

  	
  LBCB, LCPI or one of their
  affiliates.

  
	
   

  	
   

  	
   

  
	
  Type and Amount of

  Facilities:

  	
   

  	
  Second Lien Securitization
  Bridge Loan Facility:

   

  A one-year term
  securitization bridge term loan facility to be made available to the Borrower
  in U.S. dollars in the manner provided herein (the “Second Lien
  Securitization Bridge Loan Facility”; and the loans made under the Second
  Lien Securitization Bridge Facility, the “Second Lien Securitization
  Bridge Loans”) in an aggregate principal amount of up to $189,000,000.

  
	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  Proceeds of the Second
  Lien Securitization Bridge Loan Facility will be used on the Closing Date (as
  defined below) to finance a portion of the Acquisition, to effect the
  Refinancing and to pay fees and expenses in connection therewith.

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  



 


II-1

















 


	
  Definitive Documentation:

  	
   

  	
  The terms of the
  definitive documentation governing the Second Lien Securitization Bridge Loan
  Facility (the “Second Lien Securitization Bridge Documentation”) shall
  be consistent with the terms and conditions of the Commitment Letter.

  
	
   

  	
   

  	
   

  
	
  Maturity Dates:

  	
   

  	
  Second Lien Securitization
  Bridge Loan Facility: One year from the Closing Date.

   

  If any Second Lien
  Securitization Bridge Loans (the “Second Lien Initial Loans”) have not
  been previously paid in full the date that is one year after the Closing Date
  (the “Conversion Date”), subject to the conditions outlined below
  under “Condition to Conversion of Second Lien Initial Loans,” such Second
  Lien Initial Loans shall be converted into a second lien term loan (each, a “Second
  Lien Term Loan” and, together with the Senior Term Loans, the “Term
  Loans”) maturing on the fourth anniversary of the Conversion Date (the “Second
  Lien Final Maturity Date”). Other than the maturity date, all terms and
  conditions set forth herein applicable to the Second Lien Securitization
  Bridge Loan Facility shall apply to the Second Lien Term Loan.

  
	
   

  	
   

  	
   

  
	
  Conditions to Conversion
  of

  Second Lien Initial Loans:

  	
   

  	
  On the Conversion Date,
  unless a payment or bankruptcy default has occurred and is continuing under
  the Second Lien Initial Loans, the Second Lien Initial Loans shall be
  converted into Second Lien Term Loans upon payment of the Conversion Fee (as
  defined in the Fee Letter).

  
	
   

  	
   

  	
   

  
	
  Prepayment Premium

  on Converted Loans:

  	
   

  	
  Any optional prepayment of
  the Second Lien Term Loans prior to the first anniversary of the Conversion
  Date shall be accompanied by a prepayment premium equal to 2% of the
  aggregate principal amount prepaid, and any optional prepayment occurring on
  or after the first anniversary and before the second anniversary of the
  Conversion Date shall be accompanied by a prepayment premium equal to 1% of
  the aggregate principal amount prepaid.

  
	
   

  	
   

  	
   

  
	
  Availability:

  	
   

  	
  A single drawing may be
  made on the Closing Date of up to the full amount of the Second Lien
  Securitization Bridge Facility; provided, that if the Applebee’s
  Securitization is consummated on the Closing Date, the amount of the Second
  Lien Securitization Bridge Facility shall be reduced by the greater of
  (x) * and (y) the extent to which the aggregate principal amount of
  securities issued in the Applebee’s Securitization exceeds * (which for the
  avoidance of doubt, includes the amount of any variable funding note
  regardless of whether such note is funded).

  
	
   

  	
   

  	
   

  
	
  Amortization:

  	
   

  	
  None.

  



 


__________________


*  This information has been omitted based on a
request for confidential treatment. The omitted portions have been separately
filed with the Securities and Exchange Commission.


 


II-2

















 


	
  Interest on Second Lien

  Securitization Bridge Loans:

  	
   

  	
  At the Borrower’s option,
  Second Lien Securitization Bridge Term Loans will bear interest based on the
  Base Rate or LIBOR; provided that until the date that is 30 days
  following the Closing Date, the Second Lien Securitization Bridge Loans shall
  be made and maintained as Base Rate Loans or LIBOR Loans having an interest
  period of one month, as selected by the Borrower, as described below:

   

  A. Base Rate Option

   

  Interest will be at the
  Base Rate plus the applicable Interest Margin (as defined below), calculated
  on the basis of the actual number of days elapsed in a year of 365/66 days
  and payable quarterly in arrears. The Base Rate is defined as the higher of
  (i) the Federal Funds Rate, as published by the Federal Reserve Bank of
  New York, plus 1/2 of 1% and (ii) the prime commercial lending rate
  as set forth on Reuters’ Telerate Page 5. Second Lien Securitization Bridge
  Loans bearing interest based on the Base Rate shall be referred to herein as
  “Base Rate Loans.”

   

  Base Rate borrowings will
  require one business day’s prior notice and will be in minimum amounts to be
  agreed upon

   

  B. LIBOR Option

   

  Interest will be
  determined for periods (“Interest Periods”) of one, two, three or six
  months (as selected by the Borrower) and will be at an annual rate equal to
  the London Interbank Offered Rate (“LIBOR”) for the corresponding
  deposits of U.S. dollars, plus the applicable Interest Margin. LIBOR will be
  determined by the Administrative Agent at the start of each Interest Period
  and will be fixed through such period. Interest will be paid at the end of
  each Interest Period or, in the case of Interest Periods longer than three
  months, quarterly, and will be calculated on the basis of the actual number
  of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum
  statutory reserve requirements (if any). Second Lien Securitization Bridge
  Loans bearing interest based on LIBOR shall be referred to herein as “LIBOR
  Loans.”

   

  LIBOR borrowings will
  require three business days’ prior notice and will be in minimum amounts to
  be agreed upon.

  
	
   

  	
   

  	
   

  
	
  Default Interest:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Interest Margins:

  	
   

  	
  The Interest Margins
  applicable to the Second Lien Securitization Bridge Loans will be the
  percentages set forth in the following table *

  



 


__________________


*  This information has been omitted based on a
request for confidential treatment. The omitted portions have been separately
filed with the Securities and Exchange Commission.


 


II-3

















 


	
   

  	
   

  	
  *

  



 


 


__________________


*  This information has been omitted based on a
request for confidential treatment. The omitted portions have been separately
filed with the Securities and Exchange Commission.


 


II-4

















 


	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
  *

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mandatory Prepayments:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facility, but subject to the Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  Optional Prepayments:

  	
   

  	
  Permitted in whole or in
  part only after the First Lien Securitization Bridge Facilities shall have
  been repaid in full and the commitments thereunder terminated, with one
  business day’s prior notice in the case of Base Rate Loans and three business
  day’s prior notice in the case of LIBOR Loans, but without premium or penalty
  (except LIBOR breakage costs in the case of a prepayment other than on the
  last day of the relevant interest period and except as set forth above under
  the heading “Prepayment Premium on Converted Loans”), and including accrued
  and unpaid interest, subject to limitations as to minimum amounts of
  prepayments to be agreed.

  
	
   

  	
   

  	
   

  
	
  Application of Prepayments:

  	
   

  	
  All mandatory prepayments
  will be applied, first, to the prepayment of the First Lien
  Securitization Bridge Term Loans, second, to the repayment of the
  First Lien Securitization Bridge Revolving Credit Facility (with no permanent
  reduction in the commitments thereof) and third, to the prepayment of
  the Second Lien Securitization Bridge Loans; provided, that a
  mandatory prepayment described in clause (b) of “Mandatory Prepayments” in
  Annex I to the Commitment Letter in connection with a release of the
  Collateral Agent’s lien on the assets of the Acquired Business (as described
  in “Release of Acquired Business Collateral” in Annex I to the Commitment Letter)
  will be applied, first, to the prepayment of the First Lien
  Securitization Bridge Term Loans, second, to the repayment of the
  First Lien Securitization Bridge Revolving Credit Facility (with a
  corresponding permanent reduction in the commitments thereof) and third,
  to the prepayment of the Second Lien Securitization Bridge Term Loans. No
  optional prepayments may be applied to the Second Lien Securitization Bridge
  Term Loans until all extensions of credit under the First Lien Securitization
  Bridge Facilities shall have been paid in full and all commitments thereunder
  shall have been terminated. Prepayments of the Second Lien Securitization
  Bridge Loans may not be reborrowed.

   

  Subject to the foregoing,
  optional and mandatory prepayments shall be applied pursuant to usual and
  customary provisions for applications of prepayments.

  
	
   

  	
   

  	
   

  
	
  Guarantees:

  	
   

  	
  Same as First Lien
  Securitization Bridge Facilities, subject to the Intercreditor Agreement.

  



 


__________________


*  This information has been omitted based on a request
for confidential treatment. The omitted portions have been separately filed
with the Securities and Exchange Commission.


 


II-5

















 


	
  Security:

  	
   

  	
  Same as First Lien
  Securitization Bridge Facilities, provided that the Second Lien
  Securitization Bridge Loan Facility will be secured by a second-priority
  security interest in the Collateral.

   

  The priority of the
  security interests and the related creditor rights among the First Lien
  Securitization Bridge Facilities and the Second Lien Securitization Bridge
  Loan Facility will be set forth in the Intercreditor Agreement to be agreed
  upon.

  
	
   

  	
   

  	
   

  
	
  Conditions to Initial

  Borrowings:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Conditions to Each
  Borrowing

  (other than the

  Initial Borrowings):

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Representations and

  Warranties:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Affirmative Covenants:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Negative Covenants *:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities, but less restrictive in certain respects to
  be agreed.

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Assignments and

  Participations:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Release of Securitization

  Collateral:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Expenses and

  Indemnification:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Yield Protection, Taxes

  and Other Deductions:

  	
   

  	
  The Second Lien
  Securitization Bridge Documentation will contain yield protection provisions,
  customary for facilities of this nature, protecting the Second Lien
  Securitization Bridge Lenders in the event of breakage losses, reserve and
  capital adequacy requirements.

   

  All payments are to be
  free and clear of any present or future taxes, withholdings or other
  deductions whatsoever (other than income and franchise taxes in the
  jurisdiction of the Second Lien Securitization Bridge Lender’s applicable
  lending office). The Second Lien Securitization Bridge Lenders will use
  reasonable efforts to minimize to the extent possible any applicable taxes
  and the Borrower will indemnify (subject to customary exceptions) the
  relevant Second Lien Securitization Bridge Lenders and the Administrative
  Agent for such taxes paid by such Second Lien Securitization Bridge Lenders
  or the 

  



 


__________________


*  This information has been omitted based on a
request for confidential treatment. The omitted portions have been separately
filed with the Securities and Exchange Commission.


 


II-6

















 


	
   

  	
   

  	
  Administrative Agent.

  
	
   

  	
   

  	
   

  
	
  Requisite Second Lien

  Securitization Bridge

  Lenders:

  	
   

  	
  Second Lien Securitization
  Bridge Lenders holding at least a majority of total loans under the Second
  Lien Securitization Bridge Loan Facility (the “Requisite Second Lien
  Securitization Bridge Lenders”), with certain amendments requiring the
  consent of Second Lien Securitization Bridge Lenders holding a greater
  percentage (or each Second Lien Securitization Bridge Lender affected) of the
  total loans under the Second Lien Securitization Bridge Loan Facility
  (subject to a customary “yank-a-bank” provision).

  
	
   

  	
   

  	
   

  
	
  Certain Securitization

  Related Provisions:

  	
   

  	
  Same as the First Lien Securitization Bridge
  Facilities.

  
	
   

  	
   

  	
   

  
	
  Governing Law and Forum:

  	
   

  	
  Same as the First Lien
  Securitization Bridge Facilities.

  
	
   

  	
   

  	
   

  
	
  Counsel to the Sole
  Arranger and the

  Administrative Agent:

  	
   

  	
  Paul, Weiss, Rifkind,
  Wharton & Garrison LLP.

  



 


II-7

















ANNEX III


 


CONDITIONS TO CLOSING


 


The commitments of the Initial Securitization Bridge
Lender under the Commitment Letter and the agreement of the Sole Arranger to
perform the services described in the Commitment Letter with respect to each of
the Securitization Bridge Facilities are subject to the conditions described or
referred to under the heading “Conditions” in the Commitment Letter, including the
satisfaction or waiver of each of the conditions precedent set forth below, it
being understood that there shall be no conditions to closing or the initial
funding of the Securitization Bridge Facilities other than those expressly
described or referred to under the heading “Conditions” in the Commitment
Letter, including those set forth below.


 


1.             As
a condition to the availability of the Securitization Bridge Facilities (but
subject to the second paragraph under the heading “Conditions” in the Commitment
Letter), there shall have occurred the negotiation, execution and delivery of
definitive documentation, including guarantees, security documents, customary
opinions, certificates and other closing documentation and deliveries as the
Sole Arranger shall reasonably request with respect to the Securitization
Bridge Facilities, in each case, reflecting and consistent with the terms and
conditions set forth herein and in Annex I and Annex II hereto, as
applicable, and otherwise mutually agreed by the Sole Arranger and the Borrower
(such documentation, together with the Commitment Letter and the Fee Letter,
collectively, the “Securitization Bridge Documentation”).


 


2.             The
Equity Financing shall have been completed. The Acquisition and the other
Transactions shall be consummated concurrently with the initial funding of the
Securitization Bridge Facilities in accordance with the Acquisition Agreement
(and no provision of the Acquisition Agreement shall have been waived or
amended in a manner that is material and adverse to the Sole Arranger or the
Securitization Bridge Lenders unless consented to by the Sole Arranger, which
consent shall not be unreasonably withheld, conditioned or delayed; it being
agreed that (i) any amendment or waiver of Section 2.02, the provisions of the
first two sentences of Section 6.09(a) and Section 6.09(b) of the Acquisition
Agreement would be material and adverse to the Securitization Bridge Lenders,
(ii) the Borrower shall not consent to a Closing Date under Section 2.02 of the
Acquisition Agreement that would occur earlier than the second business day
after the date of completion of the “Bridge Marketing Period” (as defined in
the Acquisition Agreement) without the prior written consent of the Sole
Arranger, such consent not to be unreasonably withheld, conditioned or delayed
and (iii) the Borrower shall consult with the Sole Arranger prior to
determining whether an early commencement of the Bridge Marketing Period is
reasonably practicable in accordance with Section 6.09(b) of the Acquisition
Agreement).


 


3.             The
Sole Arranger shall have received reasonably satisfactory evidence that all
loans outstanding under, and all other amounts due in respect of, existing
indebtedness of the Borrower and its subsidiaries shall have been repaid in full
(or satisfactory arrangements shall have been made for such repayment) and the
commitments under all such indebtedness shall have been permanently terminated
and all liens and security interests related thereto have been permanently
released (other than the indebtedness and related liens (if any) described in
the next sentence). After giving effect to the Transactions, none of the
Borrower or any of its subsidiaries shall have outstanding any indebtedness
other than (a) the loans and other extensions of credit under the
Securitization Bridge Facilities, (b) capital lease obligations of the Borrower
and its subsidiaries to be agreed, (c) indebtedness in respect of the IHOP
Securitization incurred in connection with Series 2007-1, Series 2007-2 and
Series 2007-3 and (d) purchase money indebtedness, trade payables, capital
leases or letters of credit issued to support insurance policies, in each case,
in the ordinary course of business and other indebtedness permitted to be
incurred by the Acquired Business pursuant to the Acquisition Agreement as in
effect on the date hereof.


 


4.             The
Borrower shall have obtained all necessary consents and waivers in order for
the Borrower and its subsidiaries to consummate the Securitization Bridge
Facilities (including the


 


III-1

















 


contemplated borrowings thereunder) and issue the Additional IHOP
Securitization Securities, each in form and substance reasonably satisfactory
to the Sole Arranger, and such consents and waivers shall be in full force and
effect. The Sole Arranger acknowledges that if FGIC provides consent to the
amendments and waivers to the IHOP Securitization on terms substantially
consistent with the terms of the Commitment Letter dated July 15, 2007 between IHOP
and FGIC as in effect on the date of the Commitment Letter (which letter has
previously been provided to the Sole Arranger), then such FGIC consent shall be
satisfactory to the Sole Arranger.


 


5.             The
Borrower shall have entered into one or more interest rate derivatives each
with an expiration date of not less than 12 months from the Closing Date in
form and substance acceptable to the Sole Arranger. The Sole Arranger
acknowledges that the form of derivative attached as Exhibit I to this
Commitment Letter is acceptable to the Sole Arranger.


 


6.             [Reserved.]


 


7.             The
Borrower shall have delivered to the Sole Arranger (a) audited consolidated
balance sheets and related statements of income, stockholders’ equity and cash
flows of each of the Borrower and the Target for the three most recently
completed fiscal years ended at least 90 days prior to the Closing Date, in
each case, prepared in accordance with GAAP, (b) unaudited consolidated
balance sheets and related statements of income, stockholders’ equity and cash
flows of each of the Borrower and the Target for each subsequent fiscal quarter
ended at least 45 days prior to the Closing Date (which shall have been
reviewed by the independent registered public accountants of the Borrower or
the Target, as applicable, as provided in Statement of Auditing Standards 100
and prepared in accordance with GAAP) and (c) a pro forma consolidated balance
sheet and related pro forma consolidated statement of income of the Borrower as
of and for the four fiscal quarter period ending on the last day of the most
recently completed fiscal quarter ended at least 45 days prior to the Closing
Date, prepared after giving effect to the Transactions as if the Transactions
had occurred as of such date (in the case of such balance sheet) or at the
beginning of such period (in the case of the statement of income), in each case
including such adjustments as the Borrower and the Sole Arranger mutually agree
are appropriate.


 


8.             [Reserved.]


 


9.             The
Sole Arranger shall have received a customary solvency certificate from the
chief financial officer for the Borrower.


 


10.           The
Sole Arranger, the Administrative Agent and the Initial Securitization Bridge
Lender shall have received all fees and expenses required to be paid on or
before the Closing Date.


 


11.           The
Collateral Agent shall have (or shall substantially simultaneously with the
Closing Date and the initial funding of the Securitization Bridge Facilities be
granted) (i) a first priority (subject to permitted encumbrances) lien on
and security interest in the Collateral with respect to the First Lien
Securitization Bridge Facilities and (ii) a second priority (subject to
permitted encumbrances, including the lien securing the First Lien
Securitization Bridge Facilities) lien on and security interest in the
Collateral with respect to the Second Lien Securitization Bridge Facility, in
each case as required in the Securitization Bridge Term Sheets under the
heading “Security”, all documents and instruments required to perfect such
security interests shall have been executed and be in proper form for filing; provided,
however, that with respect to any collateral (other than (x) the pledge
and perfection of the security interests in capital stock of U.S. subsidiaries
held by the Borrower or any Guarantor, (y) other assets pursuant to which a
lien may be perfected by the filing of a financing statement under the Uniform
Commercial Code and (z) owned intellectual property registered in the U.S.
Copyright Office or the U.S. Patent and Trademark Office pursuant to which a
lien may be perfected by the filing of an appropriate


 


III-2

















 


notice of security interest in such office) that is not provided on the
Closing Date after the Borrower’s use of commercially reasonable best efforts
to do so, the delivery of such collateral shall not constitute a condition
precedent to the availability of the Securitization Bridge Facilities on the
Closing Date but shall be required to be delivered after the Closing Date in
accordance with the Securitization Bridge Term Sheets or pursuant to other
arrangements to be mutually agreed.


 


III-3