AMENDMENT NO. 2

                          Dated as of October 26, 2005

                                       to

                        5-YEAR REVOLVING CREDIT AGREEMENT

                          Dated as of December 3, 2004

                  THIS AMENDMENT NO. 2 (this  "Amendment") is made as of October
26, 2005 by and among  Applebee's  International,  Inc.  (the  "Borrower"),  the
financial  institutions listed on the signature pages hereof (the "Lenders") and
JPMorgan   Chase   Bank,   N.A.   ("JPMCB"),   as   Administrative   Agent  (the
"Administrative  Agent") under that certain 5-Year  Revolving  Credit  Agreement
dated as of  December  3, 2004 by and  among  the  Borrower,  the  Lenders,  the
Syndication Agents party thereto and the Administrative  Agent (as amended,  the
"Credit  Agreement").  Capitalized  terms used herein and not otherwise  defined
herein shall have the respective meanings given to them in the Credit Agreement.

                  WHEREAS,  the Borrower has requested certain  modifications be
made to the Credit Agreement;

                  WHEREAS,  the  Borrower,  the  Lenders  party  hereto  and the
Administrative  Agent have agreed to amend the Credit Agreement on the terms and
conditions set forth herein;

                  NOW,  THEREFORE,  in  consideration  of the premises set forth
above, the terms and conditions  contained  herein,  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower,  the Lenders party hereto and the Administrative  Agent have agreed to
the following amendments to the Credit Agreement.

                  1. Amendments to Credit Agreement. Effective as of October 26,
2005 (the "Effective  Date"),  but subject to the satisfaction of the conditions
precedent set forth in Section 2 below,  the Credit  Agreement is hereby amended
as follows:

                  (a) The  definition  of  "Aggregate  Commitment"  set forth in
forth in Section  1.1 of the Credit  Agreement  is amended  and  restated in its
entirety as follows:

                           "Aggregate  Commitment"  means the  aggregate  of the
                  Commitments  of all of the  Lenders,  as may be adjusted  from
                  time to time  pursuant  to the  terms  hereof.  The  Aggregate
                  Commitment as of October 26, 2005 is $250,000,000.

                  (b) The definition of "Commitment Schedule" set forth in forth
in Section 1.1 of the Credit  Agreement  is amended and restated in its entirety
as follows:


<PAGE>

                           "Commitment  Schedule" means the Schedule identifying
                  each  Lender's  Commitment  as of October  26,  2005  attached
                  hereto and identified as such.

                  (c) Clause (a) of the proviso in the first sentence of Section
2.6.3(i) of the Credit  Agreement is amended to delete the reference  therein to
"$250,000,000" and substitute "$325,000,000" therefor.

                  (d) The Commitment Schedule to the Credit Agreement is deleted
in its entirety and replaced with the "Commitment Schedule" attached hereto.

                  2.  Conditions of  Effectiveness.  The  effectiveness  of this
Amendment is subject to the conditions  precedent that the Administrative  Agent
shall have (a) administered the reallocation of the Aggregate Outstanding Credit
Exposure on the Effective  Date ratably among the Lenders after giving effect to
the increase of the  Commitments  of the Lenders  pursuant to this Agreement and
(b) received (i)  counterparts  of this Amendment duly executed by the Borrower,
each of the Lenders  and the  Administrative  Agent;  (ii)  counterparts  of the
Consent and Reaffirmation attached hereto duly executed by each Guarantor; (iii)
for the account of each  Lender,  an upfront fee in an amount equal to 0.075% of
the amount of the incremental  increase in such Lender's  Commitment effected by
this Amendment; (iv) payment and reimbursement of the Administrative Agent's and
the Arranger's fees and reasonable  out-of-pocket expenses (including reasonable
legal fees and  expenses)  in  connection  with this  Amendment;  (v) an opinion
letter of counsel to the Borrower  relating to such corporate and other matters,
and in such form, as the  Administrative  Agent may reasonably  request;  (vi) a
copy, certified by the Secretary or Assistant Secretary of the Borrower,  of the
resolutions of the Board of Directors of the Borrower, authorizing the execution
of this  Amendment  and  the  performance  by the  Borrower  of its  obligations
hereunder and under the Credit Agreement as amended hereby; and (vii) such other
instruments  and  documents as are  reasonably  requested by the  Administrative
Agent.

                  3.   Representations  and  Warranties  and  Covenants  of  the
Borrower.  The Borrower  hereby  represents and warrants that (i) this Amendment
and the Credit Agreement as amended hereby constitute  legal,  valid and binding
obligations  of the  Borrower  and  are  enforceable  against  the  Borrower  in
accordance  with their terms and (ii) as of the date hereof and giving effect to
the terms of this  Amendment,  (x) there exists no Default or Unmatured  Default
and (y) the representations and warranties  contained in Article V of the Credit
Agreement,  as amended hereby, are true and correct,  except for representations
and warranties made with reference solely to an earlier date.

                  4. Commitment Increase.

                  The parties hereto acknowledge that, as of the date hereof, no
requests for  increases of the Aggregate  Commitment  under Section 2.6.3 of the
Credit Agreement have been made.

                  5. Reference to and Effect on the Credit Agreement.

                  (a) Upon  the  effectiveness  hereof,  each  reference  to the
Credit  Agreement in the Credit  Agreement or any other Loan Document shall mean
and be a reference to the Credit Agreement as amended hereby.

                  (b) Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or delivered in
connection  therewith  shall  remain in full  force and  effect  and are  hereby
ratified and confirmed.

                                       2
<PAGE>

                  (c)  The  execution,   delivery  and   effectiveness  of  this
Amendment  shall not  operate as a waiver of any  right,  power or remedy of the
Administrative Agent or the Lenders, nor constitute a waiver of any provision of
the Credit Agreement or any other documents, instruments and agreements executed
and/or  delivered in  connection  therewith.  The  Administrative  Agent and the
Lenders  hereby  reserve any and all rights which may now or hereafter  exist in
favor of the Administrative Agent and the Lenders under the Credit Agreement.

                  6.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH  AND  GOVERNED  BY  THE  INTERNAL  LAWS   (INCLUDING,   WITHOUT
LIMITATION,  735 ILCS  105/5-1  ET SEQ.,  BUT  OTHERWISE  WITHOUT  REGARD TO THE
CONFLICT OF LAWS  PROVISIONS)  OF THE STATE OF  ILLINOIS,  BUT GIVING  EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

                  7. Headings.  Section  headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                  8. Counterparts. This Amendment may be executed by one or more
of the parties  hereto on any number of separate  counterparts,  and all of said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

                            [Signature Pages Follow]


                                       3
<PAGE>



                  IN WITNESS  WHEREOF,  this Amendment has been duly executed as
of the day and year first above written.

                                          APPLEBEE'S INTERNATIONAL, INC., as the
                                          Borrower


                                        By /s/ Rebecca R. Tilden
                                          --------------------------------------
                                          Name:  Rebecca R. Tilden
                                          Title: Vice President


<PAGE>



                                          JPMORGAN CHASE BANK, N.A., as the
                                          Administrative Agent, as Swing Line
                                          Lender, as LC Issuer and as a Lender


                                        By /s/ Christopher Cavaiani
                                          --------------------------------------
                                          Name:  Christopher Cavaiani
                                          Title: Vice President





<PAGE>



                                          CITICORP LEASING, INC., as a Lender


                                        By /s/ David Carr
                                          --------------------------------------
                                          Name:  David Carr
                                          Title: Vice President





<PAGE>





                                          BANK OF AMERICA, N.A. (successor by
                                          merger to Fleet National  Bank), as a
                                          Lender


                                        By /s/ Alexandra A. Burke
                                          --------------------------------------
                                          Name:  Alexandra A. Burke
                                          Title: Principal





<PAGE>





                                          SUNTRUST BANK, as a Lender


                                        By /s/ Michael F. Lapresi
                                          --------------------------------------
                                          Name:  Michael F. Lapresi
                                          Title: Managing Director





<PAGE>





                                          THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                          CHICAGO BRANCH, as a Lender


                                        By /s/ Tsuguyuki Umene
                                          --------------------------------------
                                          Name:  Tsuguyuki Umene
                                          Title: Deputy General Manager





<PAGE>





                                          FIFTH THIRD BANK, as a Lender


                                        By /s/ Megan S. Heisel
                                          --------------------------------------
                                          Name:  Megan S. Heisel
                                          Title: Vice President





<PAGE>





                                          WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as a Lender


                                        By /s/ Thomas M. Harper
                                          --------------------------------------
                                          Name:  Thomas M. Harper
                                          Title: Senior Vice President





<PAGE>





                                          WELLS FARGO BANK, N.A., as a Lender


                                        By /s/ Peter Martinets
                                          --------------------------------------
                                          Name:  Peter Martinets
                                          Title: Vice President


                                        By /s/ Steve Buehler
                                          --------------------------------------
                                          Name:  Steve Buehler
                                          Title: Vice President












<PAGE>


<TABLE>
<CAPTION>


                               COMMITMENT SCHEDULE



<S>                                                                    <C>
LENDER                                                                   COMMITMENT

JPMorgan Chase Bank, N.A.                                                $43,333,333.32

Bank of America, N.A. (successor by merger to Fleet National Bank)       $34,166,666.67

SunTrust Bank                                                            $34,166,666.67

Citicorp Leasing, Inc.                                                   $34,166,666.67

The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch                       $34,166,666.67

Wachovia Bank, National Association                                      $25,000,000.00

Wells Fargo Bank, N.A.                                                   $25,000,000.00

Fifth Third Bank                                                         $20,000,000.00

AGGREGATE COMMITMENT                                                     $250,000,000.00

</TABLE>

<PAGE>



                            CONSENT AND REAFFIRMATION

                          Dated as of October 26, 2005

                  Each of the undersigned hereby acknowledges  receipt of a copy
of the foregoing  Amendment No. 2 to the 5-Year Revolving Credit Agreement dated
as of December 3, 2004 (as the same may be amended,  restated,  supplemented  or
otherwise  modified  from time to time,  the  "Credit  Agreement")  by and among
Applebee's International, Inc. (the "Borrower"), the financial institutions from
time to time party thereto (the "Lenders") and JPMorgan Chase Bank, N.A., in its
individual   capacity  as  a  Lender  and  in  its   capacity   as   contractual
representative of the Lenders (the "Administrative  Agent"), which Amendment No.
2 is dated as of October 26, 2005 (the  "Amendment").  Capitalized terms used in
this Consent and  Reaffirmation  and not defined  herein shall have the meanings
given to them in the Credit Agreement.  Without in any way establishing a course
of dealing by the  Administrative  Agent or any Lender,  each of the undersigned
consents to the Amendment and reaffirms the terms and conditions of the Guaranty
and any other Loan Document executed by it and acknowledges and agrees that such
agreement and each and every such Loan Document  executed by the  undersigned in
connection  with the  Credit  Agreement  remains in full force and effect and is
hereby  reaffirmed,  ratified  and  confirmed.  All  references  to  the  Credit
Agreement  contained in the  above-referenced  documents shall be a reference to
the Credit  Agreement as so modified by the  Amendment  and as the same may from
time to time hereafter be amended, modified or restated.



                            [Signature Pages Follow]






<PAGE>



                  IN WITNESS WHEREOF,  this Consent and  Reaffirmation  has been
duly executed as of the day and year first above written.

                            ACMC, INC.
                            AII SERVICES, INC.
                            ANNE ARUNDEL APPLE HOLDING CORPORATION
                            APPLE AMERICAN LIMITED PARTNERSHIP OF MINNESOTA
                            APPLEBEE'S BEVERAGE, INC.
                            APPLEBEE'S NEIGHBORHOOD GRILL & BAR OF GEORGIA, INC.
                            APPLEBEE'S NORTHEAST, INC.
                            APPLEBEE'S OF MICHIGAN, INC.
                            APPLEBEE'S OF MINNESOTA, INC.
                            APPLEBEE'S OF NEW MEXICO, INC.
                            APPLEBEE'S OF NEW YORK, INC.
                            APPLEBEE'S OF NEVADA, INC.
                            APPLEBEE'S OF PENNSYLVANIA, INC.
                            APPLEBEE'S OF TEXAS, INC.
                            APPLEBEE'S OF VIRGINIA, INC.
                            APPLEBEE'S UK, LLC
                            APPLE VERMONT RESTAURANTS, INC.
                            GOURMET SYSTEMS OF ARIZONA, INC.
                            GOURMET SYSTEMS OF CALIFORNIA, INC.
                            GOURMET SYSTEMS OF GEORGIA, INC.
                            GOURMET SYSTEMS, INC.
                            GOURMET SYSTEMS OF KANSAS, INC.
                            GOURMET SYSTEMS OF MINNESOTA, INC.
                            GOURMET SYSTEMS OF NEVADA, INC.
                            GOURMET SYSTEMS OF TENNESSEE, INC.
                            GOURMETWEST OF NEVADA, LIMITED LIABILITY COMPANY
                            INNOVATIVE RESTAURANT CONCEPTS, INC.
                            IRC KANSAS, INC.
                            RB INTERNATIONAL, INC.
                            RIO BRAVO SERVICES, INC.
                            SUMMIT RESTAURANTS, INC.
                            AFSS, INC.
                            APPLEBEE'S MICHIGAN SERVICES, LLC
                            APPLEBEE'S OF CALVERT COUNTY, INC.
                            APPLEBEE'S OF MARYLAND, INC.
                            APPLEBEE'S OF ST. MARY'S COUNTY, INC.
                            NEIGHBORHOOD INSURANCE, INC.
                            GOURMET SYSTEMS OF BRAZIL, LLC
                            APPLEBEE'S BRAZIL, LLC
                            GOURMET SYSTEMS OF TEXAS, INC.
                            GOURMET SYSTEMS BEVERAGE, INC.
                            APPLEBEE'S INVESTMENTS, LLC


                            By: /s/ Rebecca R. Tilden
                               --------------------------------------
                               Name:  Rebecca R. Tilden
                               Title: Vice President/Authorized Agent