Exhibit 4.1


 


SUPPLEMENT
NO. 2 TO THE BASE INDENTURE AND


 


AMENDMENT
NO. 1 TO THE SERIES 2007-1 SUPPLEMENT


 


SUPPLEMENT NO. 2, dated as of June 19, 2008 (this “Supplement”), to the Base Indenture, dated as of November 29,
2007 (as supplemented by Supplement No. 1 thereto, dated as of January 17,
2007, and as otherwise heretofore amended, the “Existing Base Indenture” and as amended by this Supplement, and as the same
may be further supplemented, amended or otherwise modified and in effect from
time to time, the “Base
Indenture”), by and among APPLEBEE’S
ENTERPRISES LLC, a Delaware limited liability company (the “Master Issuer”), APPLEBEE’S IP LLC, a Delaware limited liability
company (the “IP
Holder”), and the Restaurant
Holders identified therein (together with the Master Issuer and the IP Holder,
each, a “Co-Issuer” and collectively, the “Co-Issuers”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
the indenture trustee (in such capacity, the “Indenture Trustee”),
and AMENDMENT NO. 1, dated as of June 19, 2008 (this “Amendment” and, together with the Supplement, this “Supplement and Amendment”), to the Series 2007-1 Supplement, dated as
of November 29, 2007 (the “Existing Series 2007-1 Supplement” and as amended by this Amendment, and as the same
may be further supplemented, amended or otherwise modified and in effect from
time to time, the “Series 2007-1
Supplement”), by and among the
Co-Issuers and the Indenture Trustee.


 


R  E  C
I  T  A  L  S


 


WHEREAS, the Co-Issuers and the Indenture Trustee have previously
executed and delivered the Existing Base Indenture for the issuance of multiple
Series of Notes pursuant to the related Series Supplements (such
capitalized terms and the other capitalized terms used herein having the
meanings assigned thereto or incorporated by reference pursuant to Section 1.1
hereof);


 


WHEREAS, the Co-Issuers and the Indenture Trustee have previously
executed and delivered the Existing Series 2007-1 Supplement for the
issuance of the Series 2007-1 Notes;


 


WHEREAS, the Restaurant Holders, Applebee’s International, the
Co-Issuers and the Servicer closed a sale/leaseback transaction involving many
of the Company-Owned U.S. Restaurants (the “SLB Transaction”) on June 13,
2008;


 


WHEREAS, the Co-Issuers desire to apply a portion of the proceeds from
the SLB Transaction and certain other funds to repay (a) not less than
$320 million of the outstanding principal of the Series 2007-1 Class A-2-I
Notes (the “Pay-down Amount #1 Principal Amount”), together with accrued
and unpaid interest thereon (the “Pay-down Amount #1 Interest Amount”
and, together with the Pay-down Amount #1 Principal Amount, the “Pay-down
Amount #1”), as of the Payment Dates occurring in June and July 2008,
as applicable, and, in any event, no later than the Payment Date occurring in July 2008
and (b) the remaining balance of the outstanding principal of the Series 2007-1
Class A-2-I Notes on August 31, 2008 (the “Pay-down Amount #2
Principal Amount”), together with accrued and unpaid interest thereon (the “Pay-down
Amount #2 Interest Amount” and, together with the Pay-down Amount #2
Principal Amount, the “Pay-down Amount #2” and, together with the
Pay-down Amount #1, the “Total Pay-down Amount”);


Applebee’s Supplemental Indenture No. 2 


 

















 


WHEREAS, the parties hereto desire to (i) supplement the Existing
Base Indenture and (ii) amend the Existing Series 2007-1 Supplement
in the manner provided herein;


 


WHEREAS, Section 8.2(a) of the Existing Base Indenture
permits the Co-Issuers and the Indenture Trustee to enter into a supplement to
the Existing Base Indenture subject to the written consent of each Series Controlling
Party and, with respect to certain amendments, holders of the Series 2007-1
Class A-2-I Notes;


 


WHEREAS, Section 7.10 of the Existing Series 2007-1
Supplement permits the Co-Issuers and the Indenture Trustee to amend the
Existing Series 2007-1 Supplement in accordance with the terms of the
Existing Base Indenture;


 


WHEREAS, the Insurer identified on the signature pages hereof, in
its capacity as the Series Controlling Party with respect to the Series 2007-1
Notes has delivered its written consent to this Supplement and Amendment on the
signature pages hereof; and


 


WHEREAS, 100% of the Holders of the Series 2007-1 Class A-2-I
Notes have delivered their written consent to this Supplement and Amendment
pursuant to a side letter delivered to the Co-Issuers, the Insurer and the
Indenture Trustee as of the date hereof.


 


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


 


ARTICLE I

DEFINITIONS


 


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


 


ARTICLE II

AMENDMENTS


 


Section 2.1       Amendments
to Appendix A (Definitions) of the Existing Base Indenture.


 


(a)       The
definition of “Series 2007-1 Class A-2-I Initial Anticipated
Repayment Date” set forth in Appendix A (Definitions) to the Existing
Base Indenture is hereby amended by deleting the words shown below in
strikethrough and adding the words shown below in bold double underscore:


 


“Series 2007-1 Class A-2-I
Initial Anticipated Repayment Date”: The Payment Date occurring in JuneAugust 31, 2008.


 

















 


(b)       The
definition of “Series 2007-1 Anticipated Repayment Date” set forth
in Appendix A (Definitions) to the Existing Base Indenture is hereby
amended by deleting the words shown below in strikethrough:


 


“Series 2007-1 Anticipated Repayment
Date”:  With respect to the Series 2007-1
Class A-2-I Notes, (i) the Payment Date occurring in June 2008
(the “Series 2007-1 Class A-2-I Initial Anticipated
Repayment Date”); or (ii) if the Aggregate Outstanding Principal
Amount of the Series 2007-1 Class A-2-I Notes is not paid in full on
or prior to the Series 2007-1 Class A-2-I Initial Anticipated
Repayment Date, the Payment Date occurring in December 2012 (the “Series 2007-1
Class A-2-I Extended Anticipated Repayment Date”); and with respect to
each other Class of Series 2007-1 Notes, the Payment Date occurring in
December 2012.


 


Section 2.2       Amendment
to Section 4.7(b) of the Existing Series 2007-1 Supplement.


 


Section 4.7(b) of
the Existing Series 2007-1 Supplement is hereby amended by deleting the
words shown below in strikethrough:


 


Series 2007-1
Anticipated Repayment.  The “Series 2007-1
Anticipated Repayment Date” will mean: (A) with respect to the Series 2007-1
Class A-2-I Notes, (i) the Payment Date occurring in June 2008
(the “Series 2007-1 Class A-2-I Initial Anticipated
Repayment Date”) or (ii) if the Aggregate Outstanding Principal
Amount of the Series 2007-1 Class A-2-I Notes is not paid in full on
the Series 2007-1 Class A-2-I Initial Anticipated Repayment Date, the
Payment Date occurring in December 2012 (the “Series 2007-1 Class A-2-I
Extended Anticipated Repayment Date”); and (B) with respect to the Series 2007-1
Class A-2-II Notes, the Series 2007-1 Class M-1 Notes, and the Series 2007-1
Class A-1 Notes, the Payment Date occurring in December 2012.


 


Section 2.3       Further
Acknowledgments.


 


(a)       The
parties hereto acknowledge and agree that for purposes of Section 10.2(h),
Section 10.11(a)(ii)(C), Section 10.12(ii)(B), Section 11.1(e), Section 11.1(s) and
Section 11.5(b)(ii)(A)(1) of the Base Indenture and Section 2.2(b) and
Section 2.2(n)(i) of the Servicing Agreement, solely for purposes of
withdrawing the Pay-down Amount #2 from the Capital Expenditure Reserve Account
and for depositing the same, first, into the Collection Account and,
subsequently, into the Senior Notes Principal Payment Account for distribution
to the Holders of 100% of the Series 2007-1 Class A-2-I Notes, any
portion of the Total Pay-down Amount deposited to the applicable Accounts after
the Accounting Date in respect of the Payment Date occurring in August 2008
shall be deemed to have been available for withdrawal and/or application under
the sections referenced above as of the Accounting Date in respect of the
Payment Date occurring in August 2008.


 


(b)       The
parties hereto further acknowledge and agree that (i) the Pay-down Amount
#1 shall be applied to repay the Pay-down Amount #1 Principal Amount and to pay
the Pay-down Amount #1 Interest Amount on or prior to the Payment Date
occurring in July 2008 and (ii) the Pay-down Amount #2 shall be
applied to repay the Pay-down Amount #2 Principal Amount and to pay the
Pay-down Amount #2 Interest Amount on the Series 2007-1 Class A-2-I
Initial Anticipated Repayment Date (as amended pursuant to Section 2.1 and
Section 2.2 above). Accordingly, and notwithstanding anything to the
contrary in the Base Indenture, the Indenture Trustee is hereby instructed to
apply (1) Pay-down Amount #1, first to the payment of the Pay-down


 

















 


Amount #1 Interest Amount, and, thereafter, to the repayment
of the Pay-down Amount #1 Principal Amount and (2) Pay-down Amount #2,
first to the payment of the Pay-down Amount #2 Interest Amount, and,
thereafter, to the repayment of the Pay-down Amount #2 Principal Amount, in
each case, in accordance with Section 11.5(b)(ii)(A)(1) of the Base
Indenture on the Payment Dates occurring in June and July 2008 and on
August 31, 2008, respectively.


 


(c)       For
purposes of this Supplement and Amendment, the Series 2007-1 Class A-2-I
Initial Anticipated Repayment Date shall be deemed to be a Payment Date. The
parties hereto acknowledge and agree that the treatment of the Series 2007-1
Class A-2-I Initial Anticipated Repayment Date as a Payment Date shall be
solely for purposes of allowing the Pay-down Amount #2 to be paid on such date
as set forth above and the Series 2007-1 Class A-2-I Initial
Anticipated Repayment Date shall not be deemed a Payment Date for any other
purpose, including without limitation for purposes of making any draws under
the Series 2007-1 Class A Policy.


 


(d)       In the
event that any portion of the Pay-down Amount #1 is not paid on or prior to the
Payment Date occurring in July 2008 in accordance with the terms hereof, (i) the
Series 2007-1 Make-Whole Amount under Section 4.7(d) of the
Existing Series 2007-1 Supplement shall be payable in respect of all
future prepayment of principal in respect of the Series 2007-1 Class A-2-I
Notes and (ii) the interest rate set forth under Section 4.5(a)(ii) of
the Existing Series 2007-1 Supplement shall apply in respect of the unpaid
portion of principal of the Series 2007-1 Class A-2-I Notes, in each
case, as if the Series 2007-1 Class A-2-I Initial Anticipated
Repayment Date was the Payment Date occurring in July 2008.


 


ARTICLE III

MISCELLANEOUS


 


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


 


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


 


(b)       the
consent to the execution and delivery of this Supplement and Amendment (by
acknowledgment of the signature pages hereto or otherwise) by (1) Assured
Guaranty Corp., as the Insurer with respect to the Series 2007-1 Notes and
(2) the holder of 100% of the Series 2007-1 Class A-2-I Notes.


 


Section 3.2       Effect
of Supplement and Amendment.  The
Existing Base Indenture as modified by this Supplement and the Existing Series 2007-1
Supplement as modified by this Amendment and all rights and remedies of the
parties thereunder are and shall continue to be in full force and effect in
accordance with the terms thereof, and the Existing Base Indenture as modified
by this Supplement and the Existing Series 2007-1 Supplement as modified
by this Amendment is hereby ratified and confirmed in all such respects by the
parties hereto.


 


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


 

















 


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


 


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


 


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


 


[Remainder of Page Intentionally Blank]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
the Existing Base Indenture and this Amendment to the Existing Series 2007-1
Supplement to be duly executed as of the date and year first above written.


 


 


	
   

  	
  APPLEBEE’S ENTERPRISES LLC,

  
	
   

  	
  as Master
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S IP LLC,

  
	
   

  	
  as IP Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S
  RESTAURANTS NORTH 

  LLC,

  
	
   

  	
  as a Restaurant
  Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S
  RESTAURANTS MID-

  ATLANTIC LLC,

  
	
   

  	
  as a Restaurant
  Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Applebee’s Supplemental
Indenture No. 2 Signature Page 1 of 4]


 

















 


	
   

  	
  APPLEBEE’S RESTAURANTS WEST

  
	
   

  	
   

  	
  LLC,

  
	
   

  	
   

  	
  as a Restaurant Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S
  RESTAURANTS TEXAS

  LLC,

  
	
   

  	
  as a Restaurant
  Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S
  RESTAURANTS KANSAS

  LLC,

  
	
   

  	
  as a Restaurant
  Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S
  RESTAURANTS

  VERMONT INC.,

  
	
   

  	
  as a Restaurant
  Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S RESTAURANTS INC.,

  
	
   

  	
  as a Restaurant
  Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Applebee’s
Supplemental Indenture No. 2 Signature Page 2 of 4]


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  not in its individual capacity but solely as the Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chad Schafer

  
	
   

  	
  Name:

  	
  Chad
  Schafer

  
	
   

  	
  Title:

  	
  Corporate
  Trust Officer

  



 


[Applebee’s Supplemental
Indenture No. 2 Signature Page 3 of 4]


 

















 


Consented to for purposes of Section 8.2(a)





of the Existing Base Indenture and Section 6.01
of the Insurance 




Agreement relating to the Series 2007-1
Notes:


 


 


ASSURED GUARANTY CORP.,


 


as Insurer in respect of the Series 2007-1
Notes


 


 


	
  By:

  	
   /s/ Jonathan Harris

  	
   

  
	
   

  	
  Name:

  	
  Jonathan Harris

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  



 


[Applebee’s Supplemental
Indenture No. 2 Signature Page 4 of 4]