Exhibit
10.2


IHOP CORP.


SERIES B CONVERTIBLE
PREFERRED STOCK

PURCHASE AGREEMENT


This Agreement (this “Agreement”) is
made as of July 15, 2007, among IHOP Corp., a Delaware corporation (the “Company”), and the purchasers identified on Schedule A
hereto, as such schedule may be updated pursuant to Section 1.1 hereof (each, a
“Purchaser” and, collectively, the “Purchasers”).


WHEREAS, the Company has entered into an Agreement and Plan of Merger,
dated as of the date hereof (as it may be amended or supplemented from time to
time, the “Merger Agreement”), by and among
the Company, CHLH Corp., a Delaware corporation and a wholly owned subsidiary
of the Company (“MergerSub”), and Applebee’s
International, Inc., a Delaware corporation (“Target”),
pursuant to, and on the terms and subject to the conditions of which, MergerSub
will merge with and into Target, with Target surviving (the “Merger”), and each outstanding share of Target (other than
shares held by Target or any of Target’s subsidiaries or by MergerSub) automatically
shall be canceled in exchange for, and converted into the right to receive, the
cash price per share set forth in the Merger Agreement (the “Merger Consideration”); and


WHEREAS, the Company proposes to issue and sell to the Purchasers an
aggregate of 35,000 shares of its preferred stock, par value $1.00 per share
(the “Preferred Stock”), designated as “Series
B Convertible Preferred Stock” (the “Convertible  Preferred Stock” and, such shares, the “Shares”),
having the rights, privileges, preferences and restrictions as set forth in the
Certificate of Designations of the
Powers, Preferences and Relative, Participating, Optional and Other
Special Rights, and Qualifications, Limitations and Restrictions Thereof, of
Series B Convertible Preferred Stock (the “Certificate”)
in the form attached to this Agreement as Exhibit A, subject to the
terms and conditions set forth in this Agreement;


WHEREAS, the Convertible Preferred Stock is convertible into shares of
common stock, par value $.01 per share, of the Company (the “Common Stock” and such shares, the “Underlying
Shares”);


WHEREAS, the cash proceeds received by the Company from the issuance
and sale of the Shares to the Purchasers pursuant to this Agreement will be
used by the Company to fund a portion of the Merger Consideration and other
costs and expenses of the transactions contemplated by the Merger Agreement;
and


WHEREAS, the Shares are being offered and sold to the Purchasers in a
private placement without registration under the Securities Act of 1933, as
amended (the “Securities Act”), in reliance on
an exemption from the registration requirements under the Securities Act.


NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, mutual covenants and agreements set forth herein,
the parties hereto agree as follows:


SECTION
1.                        PURCHASE
AND SALE OF THE SHARES


1.1           Agreement to
Purchase and Sell.  Upon the basis of the representations,
warranties and covenants, and on the terms and subject to the conditions set
forth in this Agreement, at the Closing (as defined below), the Company agrees
to sell to the Purchasers, and the Purchasers agree to 













purchase from the Company, the Shares for an aggregate
amount in cash equal to Thirty-Five Million United States Dollars ($35,000,000.00)
(the “Purchase Price”), in the respective
proportions to be specified by the Purchasers to the Company at least two (2)
business days prior to the Closing Date (as defined below).  The parties hereto agree to update Schedule
A hereto prior to the Closing Date in order to reflect the number of Shares
to be purchased by each Purchaser, the portion of the Purchase Price to be paid
by each Purchaser and any change in the identity of any Purchaser.


1.2           Closing. 
The closing of the purchase and sale of the Shares (the “Closing”) shall be held at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles,
California 90071, on the date that the Merger becomes effective and the closing
of the transactions contemplated by the Merger Agreement occurs (the “Merger Closing”), or at such other time and place upon which
the Company and the Purchaser shall agree (the date of the Closing under this
Agreement is hereinafter referred to as the “Closing Date”).


1.3           Delivery and
Payment.


(a)           At the Closing, the
Company shall deliver or cause to be delivered to each Purchaser (i) a stock
certificate or certificates evidencing the number of Shares to be purchased by
such Purchaser pursuant to this Agreement, such stock certificate(s) to be in
the denomination(s) and issued in the name(s) specified to the Company by such
Purchaser, (ii) the Registration Rights Agreement, dated as of the Closing
Date, among the Purchasers and the Company, substantially in the form attached as
Exhibit B hereto (the “Registration Rights
Agreement”), executed by the Company, and (iii) all other documents,
instruments and writings required to be delivered by the Company to such
Purchaser pursuant to this Agreement or otherwise required in connection
herewith.


(b)           At the
Closing, each Purchaser shall deliver or cause to be delivered to the Company
(i) the portion of the Purchase Price for the Shares being purchased by such
Purchaser, by wire transfer of immediately available funds to the account designated
by the Company, (ii) the Registration Rights Agreement, executed by such
Purchaser, and (iii) all other documents, instruments and writings required to
be delivered by such Purchaser to the Company pursuant to this Agreement or
otherwise required in connection herewith.


SECTION
2.                        REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


Except as set forth in SEC Documents (as defined below) or in the
referenced schedule attached hereto, as of the date hereof, the Company hereby
represents and warrants to the Purchasers as follows:


2.1           Incorporation
and Organization.  The Company (a) is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware; (b) has the requisite corporate power and authority to conduct, operate
and carry on its business and operations as currently conducted, and to manage,
use, control, own, lease and operate its properties and assets; and (c) is duly
qualified or licensed to do business as a foreign corporation and is in good
standing in every jurisdiction in which such qualification or licensing is
required, except where the failure to be so qualified or licensed and in good
standing, individually or in the aggregate, would not reasonably be expected to
have a material adverse effect on the business, condition (financial or
otherwise), operations, assets or liabilities of the Company and its
subsidiaries, taken as a whole (a “Material Adverse Effect”).


2.2           Issuance and
Delivery of Shares.  The Shares have been duly authorized and,
when issued by the Company and paid for by the Purchasers, in compliance with
the provisions of this Agreement, (a) shall be free and clear of any and all
liens, security interests, options, claims, 



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encumbrances or restrictions (collectively, “Liens”), except for such restrictions on transfer or
ownership as set forth in this Agreement or in the Certificate or otherwise
imposed by applicable federal or state securities laws, (b) shall have been
duly authorized and validly issued, (c) shall be fully paid and nonassessable
and (d) shall have been issued in compliance with all applicable federal and
state securities laws.  The issuance and
delivery of the Shares are not subject to any preemptive or similar rights.  The Underlying Shares have been duly
authorized and reserved for issuance, and when issued and delivered upon
conversion of the Shares in accordance with the Certificate, (a) shall be free
and clear of any Liens, except for such restrictions on transfer or ownership
as set forth in this Agreement or in the Certificate or otherwise imposed by
applicable federal or state securities laws, (b) shall have been duly
authorized and validly issued, (c) shall be fully paid and nonassessable and
(d) shall have been issued in compliance with all applicable federal and state
securities laws.


2.3           Capital
Structure.  The authorized capital stock of the Company
consists of 40,000,000 shares of Common Stock, and 10,000,000 shares of
Preferred Stock.  As of  June 29, 2007, (i) 16,835,229 shares of
Common Stock were issued and outstanding (not including 6,254,195 shares of
Common Stock held in treasury), and no shares of Preferred Stock were issued
and outstanding, and (y) 608,106 shares of Common Stock were reserved for
issuance upon exercise of outstanding options to purchase shares of Common
Stock.  Except as set forth in Schedule
2.3 hereto, there are no outstanding securities, options, warrants, calls,
rights, contracts, commitments, agreements, arrangements or understandings to
which the Company or any of its subsidiaries is a party, or by which any of
them is bound, obligating the Company or any of its subsidiaries to issue,
deliver or sell, or cause to be issued, delivered or sold, shares of capital
stock or other securities of the Company or any of its subsidiaries, or any
securities convertible into or exercisable or exchangeable for any shares of
capital stock or other securities of the Company or any of its subsidiaries, or
obligating the Company or any of its subsidiaries to issue, grant, extend or
enter into any such security, option, warrant, call, right, contract,
commitment, agreement, arrangement or understanding.  Except as set forth in Schedule 2.3
hereto, there are no contracts, commitments, agreements, arrangements or
understandings to which the Company or any of its subsidiaries is a party, or
by which any of them is bound, granting to any person the right to require the
Company to file a registration statement under the Securities Act with respect
to any securities of the Company or requiring the Company to include such
securities with Shares registered pursuant to any registration statement.


2.4           Subsidiaries. 
Each of the subsidiaries of the Company (a) is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; (b) has full corporate power and authority to conduct, operate
and carry on its business and operations as currently conducted, and to manage,
use, control, own, lease and operate its properties and assets; and (c) is duly
qualified or licensed to do business and is in good standing in every
jurisdiction in which such qualification or licensing is required, except where
the failure to be so qualified or licensed and in good standing, individually
or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.  All of the outstanding
shares of capital stock of, other securities of or other interests in each of
the Company’s subsidiaries are owned by the Company, directly or indirectly
through one or more of the Company’s subsidiaries.


2.5           Authorization;
Validity of Agreement; Company Action.  The Company
has the requisite corporate power and authority to execute and deliver this
Agreement and the Registration Rights Agreement, to perform its obligations
under this Agreement and the Registration Rights Agreement and to consummate
the transactions contemplated by this Agreement and the Registration Rights
Agreement.  The execution and delivery by
the Company of this Agreement and the Registration Rights Agreement and the
consummation by the Company of the transactions contemplated by this Agreement
and the Registration Rights Agreement have been duly authorized by, and this
Agreement and the Registration Rights Agreement and each of the transactions
contemplated by this Agreement and the Registration 



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Rights Agreement have been validly approved by, the
requisite vote of the Company’s Board of Directors.  No other corporate action or proceeding on
the part of the Company is necessary for the execution and delivery by the
Company of this Agreement or the Registration Rights Agreement, the performance
by the Company of its obligations under this Agreement or the Registration
Rights Agreement or the consummation by the Company of the transactions
contemplated by the this Agreement or the Registration Rights Agreement.  This Agreement and the Registration Rights
Agreement have been duly executed and delivered by the Company and, assuming
due authorization, execution and delivery of this Agreement and the Registration
Rights Agreement, respectively, by the Purchaser, each of this Agreement and
the Registration Rights Agreement is a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to (i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereinafter in effect affecting creditors’ rights generally and (ii) general
principles of equity.


2.6           Consents and
Approvals.  Assuming the accuracy of the representations
of the Purchaser set forth in Section 3 hereof, except for the filing of the
Certificate with the Secretary of State of the State of Delaware, no
registration (including any registration under the Securities Act) or filing
with, or any notification to, or any approval, permission, consent,
ratification, waiver, authorization, order, finding of suitability, permit,
license, franchise, exemption, certification or similar instrument or document
(each, an “Authorization”) of or from, any
court, arbitral tribunal, arbitrator, administrative or regulatory agency or
commission or other governmental or regulatory authority, agency or governing
body, domestic or foreign (each, a “Governmental Entity”),
or any other person, or under any statute, law, ordinance, rule, regulation or
agency requirement of any Governmental Entity (each, a “Law”),
on the part of the Company or any of its subsidiaries is required in connection
with the execution or delivery by the Company of this Agreement or the
Registration Rights Agreement, the performance by the Company of its
obligations under this Agreement or the Registration Rights Agreement or the
consummation by the Company of the transactions contemplated by this Agreement
or the Registration Rights Agreement.


2.7           No Conflict. 
None of the execution or delivery by the Company of this Agreement or
the Registration Rights Agreement, the performance by the Company of its
obligations under this Agreement or the Registration Rights Agreement or the
consummation by the Company of any of the transactions contemplated by this
Agreement or the Registration Rights Agreement will (a) conflict with, or
result in or constitute any violation or breach of or default under, or give
rise (either with or without due notice or the passage of time or both or the
happening or occurrence of any other event (including through the action or
inaction of any person)) to any right of termination, amendment, cancellation
or acceleration or any obligation to pay or repay with respect to, or result in
the loss of any benefit under, any provision of (x) the articles of
incorporation, bylaws or similar organizational documents of the Company or any
of its subsidiaries or (y) any indenture, loan agreement, mortgage, guarantee,
other indebtedness, lease or other agreement, contract, instrument, obligation,
understanding or arrangement to which the Company or any of its subsidiaries is
a party, or by which the Company or any of its subsidiaries may be bound, or to
which any of the respective properties or assets of the Company or any of its subsidiaries
may be subject, (each, a “Contract”); (b)
conflict with, or result in or constitute any violation of, any award,
decision, judgment, decree, injunction, writ, order, subpoena, ruling, verdict
or arbitration award entered, issued, made or rendered by any federal, state,
local or foreign government or any other Governmental Entity (each an “Order”), or any Law, applicable to the Company or any of its
subsidiaries, or to any of their respective properties or assets; (c) result in
the creation or imposition of (or the obligation to create or impose) any Lien
on any of the properties or assets of the Company or any of its subsidiaries;
or (d) conflict with, or result in or constitute any violation of, or result in
the termination, suspension or revocation of, any Authorization applicable to
the Company or any of its subsidiaries, or to any of their respective
properties or assets, or result in any other impairment of the rights of the
holder of any such Authorization, except in the case of clauses (a)(y), (b),
(c) and (d), where 



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such conflict, violation, breach, default,
termination, amendment, cancellation, acceleration, obligation to repay or loss
of benefit, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect.


2.8           SEC
Documents; Financial Statements.  The Company
has filed all required reports, proxy statements, forms, and other documents
with the Securities and Exchange Commission (the “SEC”)
since January 1, 2004 (collectively, the “SEC Documents”).  Each of the SEC Documents, as of its
respective date complied in all material respects with the requirements of the
Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to such SEC Documents,
and, except to the extent that information contained in any SEC Document has
been revised or superseded by a later filed SEC Document filed and publicly
available prior to the date of this Agreement, none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  The financial statements
of the Company and its consolidated subsidiaries included in the SEC Documents
(a) complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto, in each case as of the date such SEC Document was filed, and (b) have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved (except as may be indicated in such financial
statements or the notes thereto) and fairly presented in all material
respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flows of the Company and its consolidated
subsidiaries for the periods then ended (subject, in the case of unaudited
statements, to normal recurring audit adjustments).


2.9           Authorizations;
Compliance with Law.  Each of the Company and its subsidiaries has
such Authorizations of, and has made all registrations and filings with and
notices to, all Governmental Entities as are necessary to manage, use, control,
own, lease and operate its properties and assets and to conduct, operate and
carry on its business and operations, except where the failure to have any such
Authorization or to make any such registration, filing or notice, individually
or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.  To the knowledge of the
Company, each of the Company and its subsidiaries is in compliance with all
Laws and Orders applicable to the Company or any of its subsidiaries, or to any
of their respective properties or assets, or to any Shares, except where the
failure to be in compliance, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.


2.10         No
Solicitation; No Integration.  Neither the
Company nor any of its subsidiaries or affiliates, nor any person acting on its
or their behalf, (i) has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the Securities Act) in
connection with the offer or sale of the Shares or the Underlying Shares, (ii)
has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under any circumstances that would
require registration of the Shares or the Underlying Shares under the
Securities Act or (iii) has issued any securities which would be integrated
with the sale of the Shares or the Underlying Shares to such Purchaser for
purposes of the Securities Act or of any applicable stockholder approval
provisions, including, without limitation, under the rules and regulations of
any exchange or automated quotation system on which any of the securities of
the Company are listed or designated, nor will the Company or any of its
subsidiaries or affiliates take any action or steps that would require
registration of any of the Shares or the Underlying Shares under the Securities
Act or cause the offering of the Shares or the Underlying Shares to be
integrated with other offerings. 
Assuming the accuracy of the representations and warranties of the
Purchaser in Section 3 of this Agreement, the offer and sale of the 



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Shares or the Underlying Shares by the Company to the
Purchaser pursuant to this Agreement will be exempt from the registration
requirements of the Securities Act.


2.11         Investment
Company Act.  The Company is not and, after giving effect
to the transactions contemplated by this Agreement, will not be an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


SECTION
3.                        REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS


As of the date hereof, each Purchaser represents and warrants to the
Company, as to itself, as follows:


3.1           Authority. 
Such Purchaser has all requisite power and authority to execute and
deliver this Agreement, to perform its obligations under this Agreement and the
Registration Rights Agreement and to consummate the transactions contemplated
by this Agreement and the Registration Rights Agreement.  Such Purchaser has taken all requisite action
with respect to, and no other action or proceeding on the part of such
Purchaser is necessary for, the execution and delivery by such Purchaser of
this Agreement and the Registration Rights Agreement, the performance by such
Purchaser of its obligations under this Agreement and the Registration Rights
Agreement or the consummation by such Purchaser of the transactions
contemplated by this Agreement and the Registration Rights Agreement.  This Agreement and the Registration Rights
Agreement have been duly executed and delivered by such Purchaser and, assuming
due authorization, execution and delivery of this Agreement and the
Registration Rights Agreement, respectively, by the Company, each of this
Agreement and the Registration Rights Agreement is a valid and binding
obligation of such Purchaser and is enforceable by the Company against such
Purchaser in accordance with its terms, subject,
as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereinafter in effect affecting creditors’
rights generally and (ii) general principles of equity.


3.2           Consents and
Approvals.  No Authorization of or from any Governmental
Entity or any other person, on the part of such Purchaser, including, without
limitation, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, is required in connection with the execution or delivery by such
Purchaser of this Agreement or the Registration Rights Agreement, the
performance by such Purchaser of its obligations under this Agreement or the
Registration Rights Agreement or consummation by such Purchaser of the transactions
contemplated by this Agreement or the Registration Rights Agreement.


3.3           Business and
Financial Experience.  By reason of its business or financial
experience or the business or financial experience of its professional advisors
who are unaffiliated with the Company and who are not compensated by the
Company, such Purchaser has the capacity to evaluate the merits and risks of
the purchase of the Shares and the Underlying Shares.


3.4           Investment
Intent; Blue Sky.  Such Purchaser is acquiring the Shares and
the Underlying Shares for investment for its own account, not as a nominee or
agent, and not with a view to, or for resale in connection with, any
distribution thereof.  Such Purchaser
understands that the issuance of the Shares and the Underlying Shares has not
been, and will not be, registered under the Securities Act by reason of a
specific exemption from the registration provisions of the Securities Act, the
availability of which depends upon, among other things, the bona fide nature of
such Purchaser’s investment intent and the accuracy of such Purchaser’s
representations as expressed herein. 
Such Purchaser’s address set forth in Section 6.2 represents such
Purchaser’s true and correct state of domicile, upon which the Company may rely
for the purpose of complying with applicable Blue Sky laws. Such Purchaser
understands that the Company is relying on the statements contained in this
Agreement to establish an exemption from 



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registration under federal and state securities
laws.  Such Purchasers shall promptly
notify the Company in writing of any changes in the information set forth in
this Agreement with respect to such Purchaser.


3.5           Information and
Investment Risk.


(a)           Such
Purchaser acknowledges that the Shares and the Underlying Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from such registration is available.  It is aware of the provisions of
Rule 144 promulgated under the Securities Act which permit limited resale
of shares purchased in a private placement subject to the satisfaction of
certain conditions, including, among other things, the existence of a public
market for the shares, the availability of certain current public information
about the Company, the resale occurring not less than one year after a party
has purchased and paid for the security to be sold, the sale being effected
through a “broker’s transaction”
or in a transaction directly with a “market maker,”  and the number
of shares being sold during any three-month period not exceeding specified
limitations. Such Purchaser recognizes that an investment in the Shares and the
Underlying Shares involves a high degree of risk, including a risk of total
loss of such Purchaser’s investment. Such Purchaser is able to bear the
economic risk of holding the Shares and the Underlying Shares for an indefinite
period.


(b)           Such
Purchaser has had an opportunity to discuss the Company’s business, management
and financial affairs with the Company’s management.  It has also had an opportunity to ask
questions of officers of the Company.  It
understands that such discussions, as well as any written information issued by
the Company, were intended to describe certain aspects o£ the Company’s
business and prospects but were not a thorough or exhaustive description.  The foregoing, however, does not limit or
modify the representations and warranties of the Company in Section 2 of this
Agreement, or the right of such Purchaser to rely thereon.


3.6           Accredited
Investor.  Such Purchaser represents that it is an
accredited investor within the meaning of Regulation D under the Securities
Act.  Such Purchaser will have at the
Closing sufficient immediately available funds in cash to pay the aggregate
Purchase Price for the Shares set forth opposite such Purchaser’s name on Schedule
A hereto.


3.7           No Legal,
Tax or Investment Advice.  Such Purchaser understands
that nothing in this Agreement or the Registration Rights Agreement or any
other materials presented to such Purchaser in connection with the purchase and
sale of the Shares or the Underlying Shares constitutes legal, tax or
investment advice.  Such Purchaser has
consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed to be necessary or appropriate in connection with its
purchase of the Shares and the Underlying Shares, and it relies solely on such
advisors and not on any statements or representations of the Company or any of
the Company’s agents or representatives with respect to such legal, tax and
investment consequences. Such Purchaser understands that it, and not the
Company, shall be responsible for its own tax liability that may arise as a
result of the transactions contemplated by this Agreement and the Registration
Rights Agreement.


SECTION
4.                        CONDITIONS


4.1           Conditions
to Each Party’s Obligations.  Each
Purchaser’s obligation to purchase the Shares at the Closing, and the Company’s
obligation to issue and sell the Shares at the Closing, is subject to the
satisfaction, or waiver by such Purchaser and the Company, respectively, of the
following conditions:



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(a)           Merger
Closing.  All conditions in
Article VII of the Merger Agreement shall have been satisfied or, if
permissible, waived by the party entitled to make such a waiver, and the Merger
Closing shall have simultaneously occurred.


(b)           No
Injunctions or Illegality. 
No temporary restraining order, preliminary or permanent injunction or
other judgment or order issued by any Governmental Entity and no Law shall be
in effect enjoining, making illegal or otherwise prohibiting the consummation
of the transactions contemplated by this Agreement; provided, however, that the
party claiming such failure of condition shall have used its reasonable best
efforts to prevent the entry of any such injunction or order and to appeal as
promptly as possible any injunction or other order that may be entered.


(c)           NYSE Listing.  The Underlying Shares shall have been
approved for supplemental listing, subject to official notice of issuance, on
the New York Stock Exchange.


4.2           Conditions
to Closing of the Purchasers.  Each
Purchaser’s obligation to purchase the Shares at the Closing also is subject to
the satisfaction, or waiver by such Purchaser, of the following conditions:


(a)           Representations
and Warranties.


(i)      The representations and warranties of the Company set
forth in Section 2.3 shall be true and correct as of the date of this Agreement
and the Closing Date (except to the extent that such representation or warranty
speaks of an earlier date, in which case as of such earlier date).


(ii)     The representations and warranties of the Company set
forth in Sections 2.1, 2.2, 2.5, 2.6, 2.7, 2.10 and 2.11 and the first sentence
of Section 2.8 of this Agreement shall be true and correct (disregarding all
qualifications or limitations as to materiality or a Material Adverse Effect)
as of the date of this Agreement and as of the Closing Date (except to the
extent that such representation or warranty speaks of an earlier date, in which
case as of such earlier date) as though made on and as of the Closing Date,
except where the failure of such representations and warranties to be so true
and correct would not, individually or in the aggregate, reasonably to be
expected to have a Material Adverse Effect.


(iii)    The Purchasers shall have received a certificate
signed on behalf of the Company by the Chief Executive Officer and the Chief
Financial Officer of the Company to the effect set forth in clauses (i) and
(ii) of this Section 4.2(a).


(b)           Performance
of Obligations of Company. 
The Company shall have performed in all material respects all agreements
and covenants required to be performed by it under this Agreement prior to the
Closing Date.  The Purchasers shall have
received a certificate signed on behalf of the Company by the Chief Executive
Officer and the Chief Financial Officer of the Company to such effect.


(c)           Filing of
Certificate.  The Company
shall have filed the Certificate with the Secretary of State of the State of
Delaware.


4.3           Conditions
to Closing of the Company.  The Company’s obligation to
issue and sell the Shares at the Closing is subject to the satisfaction, or
waiver by the Company, of the following conditions:



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(a)           Representations
and Warranties. 
The representations and warranties of each Purchaser set forth in this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date (except to the extent that such
representation or warranty speaks of an earlier date, in which case such
representation or warranty shall be true and correct in all material respects
as of such date) as though made on and as of the Closing Date. The Company
shall have received a certificate signed on behalf of each Purchaser by an
authorized officer of such Purchaser to such effect.


(b)           Performance
of Obligations of the Purchasers. 
Each Purchaser shall have performed in all material respects all
agreements and covenants required to be performed by it under this Agreement
prior to the Closing Date. The Company shall have received a certificate signed
on behalf of each Purchaser by an authorized officer of such Purchaser to such
effect.


SECTION
5.                        RESTRICTIONS
ON TRANSFER OF SHARES


5.1           Restrictions
on Transferability.  The Shares and the Underlying Shares may not
be offered, sold or otherwise transferred except in compliance with the
registration requirements of the Securities Act and any other applicable
securities laws, or pursuant to an exemption therefrom, and in each case in
compliance with the terms of this Agreement and the restrictions set forth in
the text of the restrictive legend required to be included on the Shares and
the Underlying Shares pursuant to Section 5.2 hereof.  The Company shall be entitled to give stop
transfer orders to its transfer agent with respect to the Shares and the
Underlying Shares in order to enforce the foregoing restrictions.


5.2           Restrictive
Legend.  Each certificate representing the Shares and
each certificate representing the Underlying Shares will contain a legend
substantially to the following effect (in addition to any legends required
under applicable securities laws).


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
DIRECTLY OR INDIRECTLY OFFERED, SOLD, TRANSFERRED, ENCUMBERED, ASSIGNED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR (B) AN  APPLICABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S AND THE TRANSFER
AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT
OR OTHER DISPOSITION TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO EACH OF
THEM.


To the
extent that the circumstances or provisions requiring the above legend have
ceased to be effective, the Company will upon request reissue certificates
without the legend.



 9
 









SECTION
6.                        MISCELLANEOUS


6.1           Survival of
Representations and Warranties; Termination.


(a)           All
representations, warranties, covenants and agreements (except covenants and
agreements which are expressly required to be performed and are performed in
full on or before the Closing Date) contained in this Agreement shall survive
the Closing Date for one year.


(b)           This
Agreement shall immediately and automatically terminate without any action by
the parties hereto in the event that the Merger Agreement is terminated in
accordance with its terms at any time prior to the Closing.


6.2           Notices. 
All notices and other communications hereunder shall be in writing and
shall be deemed sufficiently given and served for all purposes (a) when
personally delivered or given by machine-confirmed facsimile, (b) one business
day after a writing is delivered to a national overnight courier service or (c)
three business days after a writing is deposited in the United States mail,
first class postage or other charges prepaid and registered, return receipt
requested, in each case, addressed as follows (or at such other address for a
party as shall be specified by like notice):


(i)                                    in
the case of the Company, to:


IHOP Corp.

450 North Brand Boulevard

Glendale, California 91203-2306

Attention:  General Counsel

Facsimile No.:  (818) 637-3131


with a copy to:


Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Attn:  Rodrigo A. Guerra, Esq.

Facsimile No.:  (213) 621-5217


(ii)                               in
the case of each Purchaser, addressed as set forth opposite such Purchaser’s
name on Schedule A hereto,


with a copy to:


Cadwalader, Wickersham
& Taft LLP

One World Financial Center, Suite 32-106

New York, New York  10281 

Attention:  Dennis J. Block, Esq.

Facsimile No:  (212) 504-5557


6.3           Amendments and
Waivers.  No modifications or
amendments to, or waivers of, any provision of this Agreement may be made,
except pursuant to a document signed by the Company and the Purchaser.



 10
 









6.4           Interpretation.  When a reference is made in this Agreement to
Sections, paragraphs, clauses or Exhibits, such reference shall be to a
Section, paragraph, clause or Exhibit to this Agreement unless otherwise
indicated.  The words “include,” “includes,”
and “including” when used herein shall be deemed in each case to be followed by
the words “without limitation.”  The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.  This Agreement has been
negotiated by the respective parties hereto and their attorneys and the
language hereof will not be construed for or against any party.  The phrases “the date of this Agreement,” “the
date hereof,” and terms of similar import, unless the context otherwise
requires, shall be deemed to refer to July 15, 2007.  The words “hereof,” “herein,” “herewith,”  “hereby” and “hereunder” and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement.  For the avoidance of doubt, references to “transactions
contemplated by this Agreement” and “performance of obligations under this
Agreement” (and words of similar import) shall not be deemed to refer to the
Merger or to any of the transactions contemplated by the Merger Agreement or to
the performance of obligations under the Merger Agreement.


6.5           Fee and Expenses.  Each party shall pay all costs and expenses
incurred by it in connection with the execution and delivery of this Agreement
and the transactions contemplated hereby, including fees of legal counsel.


6.6           Further Assurances.  Each party to this Agreement shall do and
perform or cause to be done and performed all such further acts and things and
shall execute and deliver all such agreements, certificates, instruments and
documents as the other party hereto may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


6.7           No Third-Party
Beneficiaries.  No person or entity
not a party to this Agreement shall be deemed to be a third-party beneficiary
hereunder or entitled to any rights hereunder. All representations, warranties
or agreements of any Purchaser contained in this Agreement shall inure to the
benefit of the Company.


6.8           Successors and
Assigns.  The provisions of this
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto. Notwithstanding the foregoing,
neither any Purchaser nor the Company shall assign or delegate any of its
rights or obligations under this Agreement, provided that
the Purchaser may assign its rights to an affiliate if it has given prior
written notice to the Company.


6.9           Entire Agreement.  This Agreement and all other documents
required to be delivered pursuant hereto constitute the entire agreement among
the parties with respect to the subject matter hereof and supersede all prior
documents, agreements and understandings, both written and verbal, among the
parties with respect to the subject matter hereof and the transactions
contemplated hereby.


6.10         Severability.  If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws, then, if
possible, such illegal, invalid or unenforceable provision will be modified to
such extent as is necessary to comply with such present or future laws and such
modification shall not affect any other provision hereof; provided that if such
provision may not be so modified such illegality, invalidity or
unenforceability will not affect any other provision, but this Agreement will be
reformed, construed and enforced as if such invalid, illegal or unenforceable
provision had never been contained herein.



 11
 









6.11        GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF
NEW YORK.


6.12         Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to each of the other parties, it being understood
that all parties need not sign the same counterpart.


(signature page follows)



 12














IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the date first above written.


	
  

  	
  IHOP CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas Conforti

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Thomas Conforti

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
						



 


[Signature Page
to Convertible Preferred Stock Purchase Agreement]











 


	
  

  	
  CHILTON INVESTMENT
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chilton Investment
  Company, LLC,

  
	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Steinthal

  	
   

  
	
   

  	
   

  	
  Name: James Steinthal

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHILTON QP INVESTMENT
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chilton Investment
  Company, LLC,

  
	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Steinthal

  	
   

  
	
   

  	
   

  	
  Name: James Steinthal

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHILTON INTERNATIONAL,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chilton Investment
  Company, LLC,

  
	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Steinthal

  	
   

  
	
   

  	
   

  	
  Name: James Steinthal

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHILTON STRATEGIC VALUE
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chilton Investment
  Company, LLC,

  
	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Steinthal

  	
   

  
	
   

  	
   

  	
  Name: James Steinthal

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHILTON OPPORTUNITY TRUST,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chilton Investment
  Company, LLC,

  
	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Steinthal

  	
   

  
	
   

  	
   

  	
  Name: James Steinthal

  
	
   

  	
   

  	
  Title: Managing Director

  



 


[Signature Page
to Convertible Preferred Stock Purchase Agreement]











 


	
  

  	
  CHILTON GLOBAL PARTNERS,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chilton Investment
  Company, LLC,

  
	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Steinthal

  	
   

  
	
   

  	
   

  	
  Name: James Steinthal

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHILTON OPPORTUNITY
  INTERNATIONAL, 

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chilton Investment
  Company, LLC,

  
	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Steinthal

  	
   

  
	
   

  	
   

  	
  Name: James Steinthal

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIRCHWOOD INVESTMENTS LTD.
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chilton Investment
  Company, Inc.,

  
	
   

  	
   

  	
  as managing member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia Mallon

  	
   

  
	
   

  	
  Name: Patricia Mallon

  
	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kristin Resnansky

  	
   

  
	
   

  	
  KRISTIN RESNANSKY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Rachel S. Obenshain

  	
   

  
	
   

  	
  RACHEL S. OBENSHAIN

  
							



 


[Signature Page
to Convertible Preferred Stock Purchase Agreement]











SCHEDULE A


SCHEDULE OF PURCHASERS


	
  Name of Purchaser

  	
   

  	
  Address of Purchaser

  	
   

  	
  Number of 

  Shares to be 

  Purchased by 

  such Purchaser(1)

  	
   

  
	
  Chilton Investment
  Partners, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton QP Investment
  Partners, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton International,
  L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Strategic Value
  Partners, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Opportunity
  Trust, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Global
  Partners, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Opportunity
  International, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kristin Resnansky

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rachel S. Obenshain

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Shares

  	
   

  	
   

  	
   

  	
  35,000

  	
   

  



 






(1)          To be completed at least
two (2) business days prior to the Closing Date in accordance with Section 1.1,
provided that such column shall total up to “Total Shares” of 35,000.
















EXHIBIT A


CERTIFICATE
OF DESIGNATIONS

OF

THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING,

OPTIONAL AND OTHER SPECIAL RIGHTS,

AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF,

OF

SERIES A PERPETUAL PREFERRED STOCK


[attached]



 A-1














IHOP CORP.


CERTIFICATE OF DESIGNATIONS

OF

THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING,

OPTIONAL AND OTHER SPECIAL RIGHTS,

AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF,

OF

SERIES B CONVERTIBLE PREFERRED STOCK


Pursuant
to Section 151 of the

General Corporation Law of the State of Delaware


IHOP Corp.,  a  Delaware corporation (the “Corporation”), does hereby certify that the Board of
Directors of the Corporation (the “Board of Directors”),
by unanimous written consent dated as of [            ], 2007, duly approved and adopted the following resolution:


RESOLVED, that, pursuant to the authority vested in
the Board of Directors by the Corporation’s Restated Certificate of
Incorporation, effective as of July 30, 1992 (as it may be amended from time to
time, subject to the provisions of this Certificate, the “Certificate
of Incorporation”), the Board of Directors does hereby create,
authorize and provide for the issuance, out of the authorized but unissued
shares of the preferred stock, par value $1.00 per share, of the Corporation (“Preferred Stock”), of a new series of Preferred Stock to be
designated “Series B Convertible Preferred Stock” (the “Convertible
Preferred Stock”), to consist of Thirty-Five Thousand (35,000)
shares, par value $1.00 per share, of which the preferences and  rights, and the qualifications, limitations
or restrictions thereof, shall be (in addition to those set forth in the
Certificate of Incorporation) as follows:


Section 1.       Ranking.  Shares of Convertible Preferred Stock shall
rank prior to shares of Common Stock and any other Junior Securities with
respect to the payment of dividends and distributions and in the liquidation,
dissolution or winding up, and upon any distribution of the assets of, the
Corporation.  Unless specifically
designated as junior to the Convertible Preferred Stock with respect to the
payment of dividends and distributions, in the liquidation, dissolution,
winding up, or upon any other distribution of the assets of, the Corporation,
all other series of Preferred Stock of the Corporation, including the Series A
Perpetual Preferred Stock, shall rank on a parity with the Convertible
Preferred Stock with respect to such dividends and distributions, in such
liquidation, dissolution or winding up, and upon any such distribution of the
assets of, the Corporation, as applicable.


Section 2.       Accreted Value;
Extraordinary Dividends.


2A.          Accretion
Rate.  The Stated Value of each share
of Convertible Preferred Stock shall increase at a rate of six percent (6%) per
annum (the “Accretion Rate”),
compounded quarterly, commencing on and including the date of issuance of such
share to and including the first to occur of the date on which (i) the Accreted
Value of such share is paid to the holder thereof in connection with the
liquidation, dissolution or winding up, or the distribution of assets, of the
Corporation or the redemption of such share by the Corporation or (ii) such
share is converted into shares of Conversion Stock hereunder (the Stated Value,
as so accreted as of any date of determination, the “Accreted Value”).  The
Accreted Value shall be calculated based on a 360-day year consisting of twelve
30-day months.












2B.          Extraordinary
Dividends.  In addition to (and not
as an offset to or credit against) the accretion in the Stated Value pursuant
to Section 2A above, (i) in the event that the Corporation declares or pays any
dividend or makes any distribution upon the Common Stock (whether payable in
cash, securities or other property, other than any rights, warrants or options
to which Section 5E(vi) or Section 5E(viii) applies), and (ii) if such dividend
or distribution (assuming the fair market value of such dividend, together with
the fair market value of any other dividends or distributions paid or made by
the Corporation upon the Common Stock (whether in cash, securities or other
property, other than any rights, warrants or options to which Section 5E(vi) or
Section 5E(viii) applies) in the preceding consecutive twelve-month period, had
been paid in cash to holders of the Convertible Preferred Stock based on the
number of shares of Common Stock issuable upon conversion of the Convertible
Preferred Stock at the applicable Conversion Rate at the beginning of such
twelve-month period) would have resulted in holders of Convertible Preferred
Stock having received dividends and distributions in the preceding consecutive
twelve-month period having a fair market value in excess of the sum of (x) the
Increased Accreted Value (as defined below) for such twelve-month period plus
(y) any Extraordinary Dividend (as defined below) paid during such twelve-month
period (any such dividend in excess of such sum, the “Extraordinary Dividend”), then the
Corporation shall also declare and pay to the holders of the Convertible
Preferred Stock at the same time that it declares and pays such dividend to the
holders of the Common Stock, an Extraordinary Dividend having a fair market
value equal to such excess with respect to each share of Convertible Preferred
Stock.  “Increased Accreted Value” means, for any twelve-month period,
the increase in the Accreted Value of the Convertible Preferred Stock from the
beginning of such twelve-month period to the payment date of a dividend for
which a calculation is made under this Section 2B.  The fair market value of any non-cash
dividends or distributions shall be determined by the Board of Directors, whose
determination shall be conclusive.


Section 3.               Liquidation.  Upon any liquidation, dissolution or winding
up, or any other distribution of the assets, of the Corporation (whether
voluntary or involuntary), each holder of Convertible Preferred Stock shall be
entitled to be paid, before any distribution or payment is made upon any Junior
Securities, an amount in cash equal to the aggregate Accreted Value of all
shares of Convertible Preferred Stock held by such holder, and the holders of
Convertible Preferred Stock shall not be entitled to any further payment in
respect thereof.  If upon any such
liquidation, dissolution or winding up of the Corporation the Corporation’s
assets to be distributed among the holders of the Convertible Preferred Stock
are insufficient to permit payment to such holders of the aggregate amount
which they are entitled to be paid under this Section 3, then the entire assets
available to be distributed to the Corporation’s stockholders shall be
distributed pro rata among the
holders of the Convertible Preferred Stock and any Parity Securities, based
upon, in the case of the Convertible Preferred Stock, the aggregate Accreted
Value of the Convertible Preferred Stock held by each such holder, and in the
case of any Parity Securities, in accordance with the terms of such Parity
Securities.  Neither the consolidation or
merger of the Corporation into or with any other entity or entities (whether or
not the Corporation is the surviving entity), nor the sale or transfer by the
Corporation of all or any part of its assets, nor the reduction of the capital
stock of the Corporation nor any other form of recapitalization or
reorganization affecting the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
3 or any other section of this Certificate.


Section 4.               Redemption.


4A.          Optional
Redemption.  Shares of Convertible
Preferred Stock will not be redeemable by the Corporation prior to the fourth
anniversary of the Issue Date.  On and
after the fourth anniversary of the Issue Date, the Corporation may redeem the
outstanding shares of Convertible Preferred Stock, in whole or (subject to the
following sentence) in part, upon not less than fifteen (15) nor more than
sixty (60) days’ notice, for cash at a redemption price equal to the Accreted
Value as of, 



 2
 








but not
including, the applicable redemption date. In the event that at any time fewer
than all of the outstanding shares of Convertible Preferred Stock are to be
redeemed, either the shares to be redeemed shall be selected by lot or the
redemption shall be made pro rata in proportion to the number of shares held by
each holder of Convertible Preferred Stock.


4B.          Notice
of Redemption.  The Corporation shall
mail written notice of any redemption pursuant to this Section 4, postage
prepaid, at least fifteen (15) days but not more than sixty (60) days prior to
the redemption date, to each holder of record of shares of Convertible
Preferred Stock to be redeemed at such holder’s address appearing on the stock
register of the Corporation.  Each such
notice shall state (i) the date fixed for such redemption, (ii) the place or
places where certificates for the shares of Convertible Preferred Stock called
for redemption are to be surrendered for payment, (iii) the redemption price,
(iv) that unless the Corporation defaults in making the redemption payment,
dividends on the shares of Convertible Preferred Stock called for redemption
shall cease to accrue on and after the redemption date, and (v) that if fewer
than all of the shares of Convertible Preferred Stock owned by such holder are
then to be redeemed, the number of shares which are to be redeemed.


If the notice of redemption shall have been so mailed
and if prior to the date of redemption specified in such notice all funds
necessary for such redemption shall have been irrevocably deposited in trust,
for the account of the holders of the shares of Convertible Preferred Stock to
be redeemed, with a bank or trust company named in such notice doing business
in Los Angeles, California, and having capital surplus and undivided profits of
at least $100,000,000, then, without awaiting the redemption date, all shares
of Convertible Preferred Stock with respect to which such notice shall have
been so mailed and such deposit shall have been so made thereupon shall,
notwithstanding that any certificate for shares of Convertible Preferred Stock
shall not have been surrendered for cancellation, be deemed no longer to be
outstanding, and all rights with respect to such shares of Convertible
Preferred Stock forthwith upon such deposit in trust shall cease and terminate,
except for the right of the holders thereof on or after the redemption date to
receive out of such deposit the amount payable upon the redemption, without
interest.  If the holders of any shares
of Convertible Preferred Stock which have been called for redemption shall not
within two (2) years (or any longer period required by law) after the
redemption date claim any amount so deposited in trust for the redemption of
such shares, then such bank or trust company shall, if permitted by applicable
law, pay over to the Corporation any such unclaimed amount so deposited with it
and thereupon shall be relieved of all responsibility in respect thereof; and
thereafter the holders of such shares shall, subject to applicable unclaimed
property laws, look only to the Corporation for payment of the redemption price
for such shares, without interest.


4C.          Status
of Shares.  Shares of Convertible
Preferred Stock redeemed, purchased, or otherwise acquired by the Corporation
shall, after such acquisition, have the status of authorized but unissued
shares of Preferred Stock and may be reissued by the Corporation at any time as
shares of any series of Preferred Stock, other than as shares of Convertible
Preferred Stock.


4D.          Voting
Rights.  The holders of the
Convertible Preferred Stock shall be entitled to notice of all stockholders
meetings in accordance with the Corporation’s Bylaws, and in addition to any
circumstances in which the holders of the Convertible Preferred Stock shall be
entitled to vote as a separate class under the General Corporation Law of the State
of Delaware, the holders of the Convertible Preferred Stock shall be entitled
to vote on all matters (including the election of directors) submitted to the
stockholders for a vote together with the holders of the Common Stock voting
together as a single class with each share of Common Stock entitled to one vote
per share and each share of Convertible Preferred Stock entitled to one vote
for each share of Common Stock issuable upon conversion of the Convertible
Preferred Stock as of the record date for such vote or, if no record date is
specified, as of the date of such vote.



 3
 








Section 5.               Conversion.


5A.          Conversion
Rights. At any time and from time to time, any holder of Convertible
Preferred Stock may convert all or any portion of the Convertible Preferred
Stock held by such holder into a number of shares of Conversion Stock computed
by multiplying (i) each $1,000 of aggregate Accreted Value of the shares of
Convertible Preferred Stock to be converted by (ii) the Conversion Rate then in
effect.


5B.          Automatic
Conversion. All outstanding shares of Convertible Preferred Stock shall
automatically convert into shares of Common Stock on the fifth anniversary of
the Issue Date at the Conversion Rate then in effect, without any action on the
part of the holder thereof.


5C.          Conversion
Procedure.


(i)            To
convert shares of Convertible Preferred Stock into shares of Common Stock, the
holder thereof shall (x) transmit by facsimile (or otherwise deliver) a copy of
an executed notice of conversion in the form attached hereto as Exhibit 1
to the Corporation, and (y) deliver to the Corporation the original
certificates representing the shares of Convertible Preferred Stock being
converted.


(ii)           Except
as otherwise provided herein, each conversion of Convertible Preferred Stock
shall be deemed to have been effected as of the close of business on the date
on which the certificate or certificates representing the Convertible Preferred
Stock to be converted have been surrendered for conversion at the principal
office of the Corporation.  At the time
any such conversion has been effected, the rights of the holder of the shares
of Convertible Preferred Stock converted as a holder of Convertible Preferred
Stock shall cease and the Person or Persons in whose name or names any
certificate or certificates for shares of Conversion Stock are to be issued
upon such conversion shall be deemed to have become the holder or holders of
record of the shares of Conversion Stock represented thereby.


(iii)          The
conversion rights of any share of Convertible Preferred Stock subject to
redemption hereunder shall terminate on the redemption date for such share of
Convertible Preferred Stock unless the Corporation has failed to pay to the
holder thereof the Accreted Value of such share.


(iv)          As
soon as possible after a conversion has been effected (but in any event within
three (3) Business Days in the case of subparagraph (a)(x) below), the
Corporation shall deliver to the converting holder:


(a)           (x) a certificate or
certificates representing the number of shares of Conversion Stock issuable by
reason of such conversion in such name or names and such denomination or
denominations as the converting holder has specified, or (y) provided
that the Corporation’s transfer agent is participating in The Depositary Trust
Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of such holder, credit such
aggregate number of shares of Common Stock to which the holder shall be
entitled to the holder’s or its designee’s balance account with DTC through its
Deposit Withdrawal Agent Commission system;


(b)           payment of any amount
payable under subparagraph (viii) below with respect to such conversion; and



 4
 








(c)           a certificate
representing any shares of Convertible Preferred Stock which were represented
by the certificate or certificates delivered to the Corporation in connection
with such conversion but which were not converted.


(v)           The
issuance of certificates for shares of Conversion Stock upon conversion of
Convertible Preferred Stock shall be made without charge to the holders of such
Convertible Preferred Stock for any issuance tax in respect thereof or other
cost incurred by the Corporation in connection with such conversion and the
related issuance of shares of Conversion Stock. 
Upon conversion of each share of Convertible Preferred Stock, the
Corporation shall take all such actions as are necessary in order to ensure
that the Conversion Stock issuable with respect to such conversion shall be
validly issued, fully paid and nonassessable.


(vi)          The
Corporation shall not close its books against the transfer of Convertible
Preferred Stock or of Conversion Stock issued or issuable upon conversion of
Convertible Preferred Stock in any manner which interferes with the timely
conversion of Convertible Preferred Stock. 
The Corporation shall assist and cooperate with any holder of shares
required to make any governmental filings or obtain any governmental approval
prior to or in connection with any conversion of shares hereunder (including,
without limitation, making any filings required to be made by the Corporation
and the Corporation shall pay all filing fees and expenses payable by the
Corporation or any such holder in connection therewith).


(vii)         The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Conversion Stock, solely for the purpose of issuance
upon the conversion of the Convertible Preferred Stock, such number of shares
of Conversion Stock issuable upon the conversion of all outstanding Convertible
Preferred Stock.  All shares of
Conversion Stock which are so issuable shall, when issued, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and
charges.  The Corporation shall take all
such actions as may be necessary to assure that all such shares of Conversion
Stock may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Conversion Stock may be listed (except for official notice of
issuance which shall be immediately delivered by the Corporation upon each such
issuance).  The Corporation shall not
take any action which would cause the number of authorized but unissued shares
of Conversion Stock to be less than the number of such shares required to be
reserved hereunder for issuance upon conversion of the Convertible Preferred
Stock.


(viii)        If any fractional interest in a share of
Conversion Stock would, except for the provisions of this subparagraph, be
delivered upon any conversion of the Convertible Preferred Stock, the
Corporation, in lieu of delivering the fractional share therefor, shall either
issue an additional share or pay an amount to the holder thereof equal to the
product of (x) the then Current Market Price per share of Common Stock times
(y) such fractional interest as of the date of conversion.


5D.          Conversion
Rate.


(i)            The
initial Conversion Rate shall be [            ](1) shares of Common Stock per $1,000 of
Accreted Value (as it may be adjusted from time to time as provided in this
Certificate, the 






(1)           The initial Conversion
Price will be set at a 22% premium to the 5-day average stock price immediately
prior to the day after announcement of Chilton’s investment, provided
such announcement is made before the market opens.  If such announcement is made after the market
closes, then the 5-day period shall be the 5-day average stock price
immediately prior to the second day after announcement of Chilton’s investment  The initial Conversion Rate will be $1,000
divided by the initial Conversion Price.



 5
 








“Conversion Rate”).  In order to prevent dilution of the
conversion rights granted under this Section 5, the Conversion Rate shall be
subject to adjustment from time to time pursuant to Section 5E.


5E.           Conversion
Rate.


The Conversion
Rate shall be subject to adjustments from time to time as follows:


(i)            Subdivisions
and Combinations.  In case
outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Rate in effect at the opening of
business on the day following the day upon which such subdivision becomes
effective shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of shares
of Common Stock, the Conversion Rate in effect at the opening of business on
the day following the day upon which such combination becomes effective shall
be proportionately reduced, such increase or reduction, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.


(ii)           Reclassification.  The reclassification of Common Stock into
securities other than Common Stock (other than any reclassification upon a
consolidation or merger to which paragraph (vii) of this Section 5E applies)
shall be deemed to involve:


(a)           a distribution of such
securities other than Common Stock to all holders of Common Stock, which
distribution shall be taken into account pursuant to Section 2B, and


(b)           a subdivision or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of
shares of Common Stock outstanding immediately thereafter (and the effective
date of such reclassification shall be deemed to be “the day upon which such
subdivision becomes effective” or “the day upon which such combination becomes
effective,” as the case may be, and “the day upon which such subdivision or combination
becomes effective” within the meaning of paragraph (i) of this
Section 5E).


(iii)          De
Minimis Adjustment.  No adjustment in the Conversion
Rate shall be required unless such adjustment (plus any adjustments not
previously made by reason of this paragraph (iii)) would require an
increase or decrease of at least one percent in such rate; provided, however,
that any adjustments which by reason of this paragraph (iii) are not
required to be made shall be carried forward and taken into account in any subsequent
adjustment.  All calculations under this
Section 5E shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.


(iv)          Voluntary
Increases.  To the extent permitted
by applicable law, the Corporation from time to time may increase the
Conversion Rate by any amount for any period of time if the period is at least
twenty (20) Business Days, the increase is irrevocable during such period, and
the Board of Directors shall have made a determination that such increase would
be in the best interests of the Corporation, which determination shall be
conclusive.



 6
 








(v)           No
Adjustments.  Notwithstanding the
foregoing provisions of this Section 5E, no adjustment of the Conversion Rate
shall be required to be made (a) upon the issuance of shares of Common Stock
pursuant to any present or future plan for the reinvestment of dividends, (b)
upon a change in the par value of the Common Stock, (c) because of a tender
offer, (d) because of an exchange offer of the character described in
Rule 13e-4(h)(5) under the Exchange Act or any successor rule
thereto, or (e) for the payment of any dividends or distributions upon Common
Stock, whether payable in cash, securities or other property, other than any
rights, warrants or options to which Section 5E(vi) or Section 5E(viii)
applies); provided that for the avoidance of doubt, the dividends and
distributions referred to in this clause (e) (other than any rights, warrants
or options to which Section 5E(vi) or Section 5E(viii) applies) shall be taken
into account in any calculation made pursuant to Section 2B.


(vi)          Stockholder
Rights Plan.  Rights or warrants
distributed by the Corporation to all holders of Common Stock entitling the
holders thereof to subscribe for or purchase shares of the Corporation’s
capital stock (either initially or under certain circumstances), which rights
or warrants, until the occurrence of a specified event or events (“Trigger Event”) (i) are deemed to be
transferred with such shares of Common Stock, (ii) are not exercisable, and
(iii) are also issued in respect of future issuances of Common Stock shall not
be deemed distributed for purposes of Section 2B or Section 5E(viii), as
applicable, until the occurrence of the earliest Trigger Event.  If the Corporation adopts a stockholder
rights plan, in lieu of any calculation pursuant to Section 2B or Section
5E(viii), as applicable, the shares of Convertible Preferred Stock will become
entitled to receive upon conversion, in addition to the shares of Common Stock
issuable upon conversion, any associated rights to the same extent as holders
of the Common Stock.


(vii)         Provision in Case of Consolidation, Merger or
Sale of Assets.  In case of any merger or consolidation of the
Corporation with or into any other Person (other than a merger that does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Corporation) or any conveyance, sale,
transfer, lease (other than a mere grant of security interest) or other disposition
of all or substantially all of the assets of the Corporation (other than a sale
of all or substantially all of the assets of the Corporation that does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Corporation), the Person formed by
such consolidation or resulting from such merger or which acquires such assets,
as the case may be, shall make appropriate provision (including providing for
adjustments that, for events subsequent thereto, shall be as nearly equivalent
as may be practicable to the adjustments provided for in Section 2B and this
Section 5E) so that the holders of each share of Convertible Preferred Stock
then outstanding shall have the right thereafter to convert such share only
into the kind and amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer, lease (other than a
mere grant of security interest) or other disposition by a holder of the number
of shares of Common Stock of the Corporation into which such share might have
been converted immediately prior to such consolidation, merger, conveyance,
sale, transfer, lease (other than a mere grant of security interest) or other
disposition, assuming such holder of Common Stock of the Corporation (i) is not
(A) a Person with which the Corporation consolidated or merged with or into or
which merged into or with the Corporation or to which such conveyance, sale,
transfer, lease (other than a mere grant of security interest) or other
disposition was made, as the case may be (a “Constituent
Person”), or (B)  an Affiliate
of a Constituent Person and (ii) failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance, sale, transfer, lease (other than
a mere grant of security interest) or other disposition (provided that
if the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer, lease (other than a
mere grant of security interest) or other disposition is not the same for each
share of Common Stock of the Corporation held immediately prior to such
consolidation, merger, conveyance, sale, transfer, lease (other than a mere
grant of security 



 7
 








interest)
or other disposition by others than a Constituent Person or an Affiliate
thereof and in respect of which such rights of election shall not have been
exercised (“Non-electing Share”),
then for the purpose of this paragraph (vii) the kind and amount of securities,
cash and other property receivable upon such consolidation, merger, conveyance,
sale, transfer, lease (other than a mere grant of security interest) or other
disposition by the holders of each Non-electing Share shall be deemed to be the
kind and amount so receivable per share by a plurality of the Non-electing
Shares).  The above provisions of this
paragraph (vii) shall similarly apply to successive consolidations, mergers,
conveyances, sales, transfers or leases (other than a mere grant of security
interest).


(viii)        Common
Stock Issued at Below Market Price. 
In case the Corporation shall issue rights, warrants or options to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the Current Market Price per
share of the Common Stock on the date fixed for the determination of
stockholders entitled to receive such rights, warrants or options (other than
any rights, options or warrants that by their terms will also be issued to any
holder upon conversion of a share of Convertible Preferred Stock into shares of
Common Stock without any action required by the Corporation or any other
Person), in lieu of any calculation pursuant to Section 2B, the Conversion Rate
in effect at the opening of business on the day following the date fixed for
such determination shall be increased by
dividing


(a)           the Conversion Rate in
effect immediately prior to such date, by


(b)           a fraction of which


(x)            the numerator shall be
the sum of (A) the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus (B) the number of shares
of Common Stock that the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase
at such Current Market Price, and


(y)           the denominator shall be
the sum of (A) the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus (B) the number of shares
of Common Stock so offered for subscription or purchase,


such increase
to become effective immediately after the opening of business on the day
following the date fixed for such determination.  If, after any such date fixed for
determination, any such rights, options or warrants are not in fact issued, or
are not exercised prior to the expiration thereof, the Conversion Rate shall be
immediately readjusted, effective as of the date such rights, options or
warrants expire, or the date the Board of Directors determines not to issue
such rights, options or warrants, to the Conversion Rate that would have been
in effect if the unexercised rights, options or warrants had never been granted
or such determination date had not been fixed, as the case may be.  For the purposes of this Section 5E(viii),
the number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares
of Common Stock.  The Corporation shall
not issue any rights, warrants or options in respect of shares of Common Stock
held in the treasury of the Corporation. 
For the avoidance of doubt, any rights, warrants or options subject to
this Section 5E(viii), and any shares of Common Stock acquired upon exercise
thereof, shall not be taken into account for any purpose under Section 2B, and
the sole right of a holder of Convertible Preferred Stock under this
Certificate with respect to such rights, warrants or options and any shares of
Common Stock acquired upon exercise thereof shall be the adjustment in the
Conversion Rate pursuant to this Section 5E(viii).



 8
 








5F.           Notice
of Adjustments of Conversion Rate.


Whenever the Conversion Rate is adjusted as herein
provided, (i) the Corporation shall compute the adjusted Conversion Rate in
accordance with Section 5E; and (ii) upon each such adjustment, a notice
stating that the Conversion Rate has been adjusted and setting forth the
adjusted Conversion Rate shall be provided by the Corporation to all holders of
the Convertible Preferred Stock.


5G.          Notice
of Certain Corporate Action.


In case:


(i)            the
Corporation shall declare a dividend (or any other distribution) on its Common
Stock, or shall authorize the granting to all or substantially all of the
holders of its Common Stock of rights, options or warrants to subscribe for or
purchase any shares of capital stock of any class or of any other rights, in
any such case that would result in an Extraordinary Dividend pursuant to
Section 2B or an adjustment in the Conversion Rate pursuant to Section
5E(viii);


(ii)           of
any reclassification of the Common Stock, or of any consolidation, merger or
share exchange to which the Corporation is a party and for which approval of
any stockholders of the Corporation is required, or of the conveyance, sale,
transfer, lease (other than a mere grant of security interest) or other
disposition of all or substantially all of the assets of the Corporation;


(iii)          of
the voluntary or involuntary dissolution, liquidation or winding up of the
Corporation;


(iv)          of
any voluntary increase in the Conversion Rate pursuant to Section 5E(iv); or


(v)           the
Corporation shall take any other action requiring adjustment to the Conversion
Rate;


then the Corporation
shall cause to be provided to all holders of Convertible Preferred Stock, (1)
at least ten (10) days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) in the case of clause (i) above,
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights, options or warrants are to be determined,
(y) in the case of clause (ii) or (iii) above, the date on which such
reclassification, consolidation, merger, conveyance, transfer, sale, lease
(other than a mere grant of security interest), dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, conveyance, transfer, sale,
lease, dissolution, liquidation or winding up, and (z) in the case of clause
(v) above, the date on which such other action is expected to become effective,
and (2) in the case of clause (iv) above, the increased Conversion Rate and the
period during which it will be in effect. 
Neither the failure to give such notice or the notice referred to in the
following paragraph nor any defect therein shall affect the legality or
validity of the proceedings described in clauses (i) through (v) of this
Section 5G.


Section 6.       Compliance with
Securities Laws; Legends.


(i)            None of the shares of Convertible Preferred
Stock nor any Conversion Stock may be offered, sold or otherwise transferred
except in compliance with the registration requirements of 



 9
 








the Securities Act and any other applicable securities laws, or
pursuant to an exemption therefrom, and in each case in compliance with the
terms of this Certificate and the restrictions set forth in the text of the
restrictive legend required to be set forth on the shares of Convertible
Preferred Stock and the shares of Conversion Stock pursuant to clause (ii) of
this Section 6.  The Corporation shall be
entitled to give stop transfer orders to its transfer agent with respect to the
shares of Convertible Preferred Stock in order to enforce the foregoing
restrictions.


(ii)           Each certificate representing shares of
Convertible Preferred Stock and each certificate representing shares of
Conversion Stock shall contain a legend substantially to the following effect
(in addition to any legends required under applicable securities laws):


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE DIRECTLY OR
INDIRECTLY OFFERED, SOLD, TRANSFERRED, ENCUMBERED, ASSIGNED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR
(B) AN  APPLICABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
INCLUDING RULE 144, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT
PRIOR TO ANY SUCH OFFER, SALE, TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER
DISPOSITION TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO EACH OF THEM.


To the
extent that the circumstances or provisions requiring the above legend have
ceased to be effective, the Corporation will upon request reissue certificates
without the legend.


Section 7.               Registration of
Transfer.  The Corporation shall keep
at its principal office a register for the registration of Convertible
Preferred Stock.  Upon the surrender of
any certificate representing Convertible Preferred Stock at such place, the
Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation’s expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares of Convertible Preferred Stock represented by the surrendered
certificate.  Each such new certificate
shall be registered in such name and shall represent such number of shares of
Convertible Preferred Stock as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered certificate,
and dividends shall accrue on the Convertible Preferred Stock represented by
such new certificate from the date to which dividends have been fully paid on
such Convertible Preferred Stock represented by the surrendered certificate.


Section 8.               Replacement.  Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation
of any certificate evidencing shares of Convertible Preferred Stock, and in the
case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Corporation (provided that if the holder
is a financial institution or other institutional investor its own agreement
shall be satisfactory), or, in the case of any such mutilation upon surrender
of such certificate, the Corporation shall (at its expense) execute and deliver
in lieu of such certificate a new certificate of like kind representing the
number of shares of Convertible Preferred Stock of such class represented by 



 10
 








such lost, stolen, destroyed or mutilated certificate
and dated the date of such lost, stolen, destroyed or mutilated certificate,
and dividends shall accrue on the Convertible Preferred Stock represented by
such new certificate from the date to which dividends have been fully paid on
such lost, stolen, destroyed or mutilated certificate.


Section 9.               Definitions.


“beneficial ownership”
shall be calculated in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder.


“Business Day” means any day, other than
a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions in New York City, New York are authorized or required
bylaw, regulation or executive order to close.


“Change of Control”
means the occurrence of any of the following:


(1)           the acquisition by any
Person (including any syndicate or group deemed to be a “person” under
Section 13(d)(3) of the Exchange Act) of beneficial ownership,
directly or indirectly, through a purchase, merger or other acquisition
transaction or series of transactions, of shares of capital stock of the
Corporation entitling such person to exercise 50% or more of the total voting
power of all shares of Voting Stock of the Corporation, other than (a) any such
acquisition by the Corporation, any subsidiary of the Corporation or any
employee benefit plan of the Corporation or (b) any such acquisition by any
holding company which after the occurrence of such acquisition owns 100% of the
total voting power of all shares of Voting Stock of the Corporation (so long as
no Change of Control would otherwise have occurred in respect of the Voting
Stock of such holding company);


(2)           any consolidation of
the Corporation with, or merger of the Corporation into, any other Person, any
merger of another Person into the Corporation, or any conveyance, sale,
transfer, lease (other than a mere grant of security interest) or other
disposition of all or substantially all of the assets of the Corporation to
another Person, other than (a) any such transaction (x) that does not result in
any reclassification, conversion, exchange or cancellation of outstanding
shares of capital stock of the Corporation and (y) pursuant to which the holders
of 50% or more of the total voting power of all shares of the Corporation’s
capital stock entitled to vote generally in the election of directors
immediately prior to such transaction have the entitlement to exercise,
directly or indirectly, 50% or more of the total voting power of all shares of
capital stock entitled to vote generally in the election of directors of the
continuing or surviving corporation immediately after such transaction, (b) any
transaction which is effected solely to change the jurisdiction of
incorporation of the Corporation and results in a reclassification, conversion
or exchange of outstanding shares of Common Stock into solely shares of common
stock of the surviving entity), and (c) any such transaction with a holding
company which after the occurrence of such transaction owns 100% of the total
voting power of all shares of Voting Stock of the Corporation (so long as no
Change of Control would otherwise have occurred in respect of the Voting Stock
of such holding company); or


(3)           the first day on which a majority of the members of the Board of
Directors of the Corporation are not Continuing Directors.


“Closing Price Per Share”
means, with respect to the Common Stock, for any day, (i) the last
reported sale price regular way on The New York Stock Exchange or, (ii) if
the Common 



 11
 








Stock is not quoted on
The New York Stock Exchange, the last reported sale price regular way per share
or, in case no such reported sale takes place on such day, the average of the
reported closing bid and asked prices regular way, in either case, on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading, (iii) if the Common Stock is not quoted on The New
York Stock Exchange or listed or admitted to trading on any national securities
exchange, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the Corporation for that purpose.


“Common Stock”
means the Corporation’s common stock, par value $.01 per share.


 “Continuing Directors” means, as of any date of
determination, any member of the Board of Directors of the Corporation
who:  (1)  was a member of such
Board of Directors on the date of this Certificate; or (2) was nominated
for election or elected to such Board of Directors with the approval of a
majority of the Continuing Directors who were members of such Board at the time
of such nomination or election.


“Conversion Price”
means, as of any date of determination, $1,000 divided by the Conversion Rate
then in effect.


“Conversion Stock”
means Common Stock; provided that if there is a change such that the securities
issuable upon conversion of the Convertible Preferred Stock are issued by an
entity other than the Corporation or there is a change in the type or class of
securities so issuable, then the term “Conversion Stock” shall mean one share
of the security issuable upon conversion of the Convertible Preferred if such
security is issuable in shares, or shall mean the smallest unit in which such
security is issuable if such security is not issuable in shares.


“Current Market Price”
per share of Common Stock on any date shall be calculated by the Corporation
and be the average of the daily Closing Prices Per Share for the five
consecutive Trading Days selected by the Corporation commencing not more than
ten (10) Trading Days before, and ending not later than the earlier of the day
in question and the day before the “ex date” with respect to the issuance or
distribution requiring such computation. 
For purposes of this paragraph, the term “‘ex date,”
when used with respect to any issuance or distribution, means the first date on
which the Common Stock trades regular way in the applicable securities market
or on the applicable securities exchange without the right to receive such
issuance or distribution.


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


 “Issue Date” means the date of issuance of the Convertible
Preferred Stock.


 “Junior Securities” means any shares of Common Stock of the
Corporation and any shares of Preferred Stock specifically designated as junior
to the Convertible Preferred Stock with respect to the payment of dividends and
distributions, in the liquidation, dissolution, winding up, or upon any other
distribution of the assets of, the Corporation.


“Parity Securities”
means any shares of Preferred Stock, including the Series A Perpetual Preferred
Stock, or other equity securities of the Corporation that do not by their terms
expressly provide that they rank senior to or junior to the Convertible
Preferred Stock with respect to the payment of dividends and distributions, in
the liquidation, dissolution, winding up, or upon any other distribution of the
assets of, the Corporation.



 12
 








“Person” means
an individual, a partnership, a corporation, a limited liability company, a
limited liability, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.


“redemption date”
as to any share of Convertible Preferred Stock means the applicable date
specified herein in the case of any redemption; provided that no such
date shall be a redemption date unless the applicable redemption price is
actually paid in full on such date, and if not so paid in full, the redemption
date shall be the date on which such amount is fully paid.


“Stated Value”
of any share of Convertible Preferred Stock as of any particular date shall be
equal to $1,000. For the avoidance of doubt, no dividend paid on any share of
Convertible Preferred Stock shall constitute an offset to or credit against
such share’s Stated Value.


“Trading Day”
means (i) if the Common Stock is quoted on The New York Stock Exchange or
any other system of automated dissemination of quotations of securities prices,
days on which trades may be effected through such system, (ii) if the
Common Stock is listed or admitted for trading on any national or regional
securities exchange, days on which such national or regional securities
exchange is open for business, or (iii) if the Common Stock is not listed
on a national or regional securities exchange or quoted on The New York Stock
Exchange or any other system of automated dissemination of quotation of
securities prices, days on which the Common Stock is traded regular way in the
over-the-counter market and for which a closing bid and a closing asked price
for the Common Stock are available.


“Voting Stock”
of a Person means capital stock of such Person entitled to vote generally in
the elections of directors of such Person.


Section 10.             Amendment and
Waiver.  No amendment, modification,
alteration, repeal or waiver of any provision of Sections 1 through 9 or this
Section 10 shall be binding or effective without the prior written consent of
the holders of a majority of the Convertible Preferred Stock outstanding at the
time such action is taken.


Section 11.             Notices.  Except as otherwise expressly provided
hereunder, all notices referred to herein shall be in writing and shall be
delivered by registered or certified mail, return receipt requested and postage
prepaid, or by reputable overnight courier service, charges prepaid, and shall
be deemed to have been given when so mailed or sent (i) to the Corporation, at
its principal executive offices and (ii) to any stockholder, at such holder’s
address as it appears in the stock records of the Corporation (unless otherwise
indicated by any such holder).


[signature page follows]



 13















IN
WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations of the Powers, Preferences and Relative, Participating,
Optional and Other Special Rights, and Qualifications, Limitations and
Restrictions Thereof, of Series B Convertible Preferred Stock of IHOP Corp. to
be executed by [                ], its [            ], this      day of          200[   ].


	
  

  	
  IHOP CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


















Exhibit 1


IHOP
CORP.


CONVERSION
NOTICE


SERIES B CONVERTIBLE PREFERRED STOCK


Reference is
made to the Certificate of Designations
of the Powers, Preferences and Relative, Participating, Optional and
Other Special Rights, and Qualifications, Limitations and Restrictions Thereof,
of Series B Convertible Preferred Stock of IHOP Corp. (the “Certificate of Designations”).  In accordance with and pursuant to the
Certificate of Designations, the undersigned hereby irrevocably elects to
convert the number of shares of Series B Convertible Preferred Stock, par value
$1.00 per share (the “Convertible Preferred
Stock”), of IHOP Corp., a Delaware corporation (the “Corporation”), indicated below into shares of Common Stock,
par value $.01 per share (the “Common Stock”),
of the Corporation,
in accordance with the terms of the Certificate of Designations, and directs
that the shares of Common Stock issuable and deliverable upon such conversion,
together with any check in payment for cash, if any, payable for fractional
shares and any shares of Convertible Preferred Stock representing any
unconverted shares, be issued and delivered to the registered holder unless a
different name has been indicated below. 
Capitalized terms used herein but not defined shall have the meanings ascribed
to such terms in the Certificate of Designations.  If shares, or any portion of the shares of
Convertible Preferred Stock not converted, are to be issued in the name of a
person other than the undersigned, the undersigned will provide the appropriate
information below and pay all transfer taxes payable with respect thereto.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
	
   

  	
   

  
	
   

  	
  Signature(s) must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Transfer Agent for the
  Common Stock, which requirements include membership or participation in the
  Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
  guarantee program” as may be determined by the Note Registrar in addition to,
  or in substitution for, STAMP, all in accordance with the Securities Exchange
  Act of 1934, as amended.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee

  
						



 



 Exhibit 1-1
 









Fill in the registration of
shares of Common Stock, if any, if to be issued, and any portion of the shares
of Convertible Preferred Stock not converted, if any, to be delivered, and the
person to whom cash and payment for fractional shares is to be made, if to be
made, other than to and in the name of the registered holder:


Please
print name and address


	
  

  	
   

  
	
  (Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Street Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (City, State and Zip Code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DTC Account No.

  	
   

  
	
  (if shares not converted are to be credited):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Number of shares to be converted

  	
   

  
	
   (if less than
  all):

  	
   

  
	
   

  	
   

  
	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security or Other Taxpayer

  	
   

  
	
   Identification Number:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Stock certificate no(s). of shares of Convertible
  Preferred Stock to be converted:

  
	
   

  
	
   

  	
   

  



 



 Exhibit 1-2















EXHIBIT B


FORM OF REGISTRATION RIGHTS AGREEMENT


[attached]



 B-1















IHOP CORP.


REGISTRATION RIGHTS AGREEMENT


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is
entered into as of [                 ],
200[   ],
by and among IHOP Corp., a Delaware corporation (the “Company”),
and the persons identified on Schedule A hereto (each, an “Investor” and, collectively, the “Investors”).


WHEREAS the Investors are a party to that Stock Purchase Agreement, dated as
of July 15, 2007, among the Investors and the Company (the “Purchase Agreement”), pursuant to which, on the date hereof,
the Investors purchased from the Company, for a cash purchase price of
$35,000,000, 35,000 shares of Series B Convertible Preferred Stock, par value
$1.00 per share, of the Company (the “Convertible Preferred
Stock”), which Convertible Preferred Stock is convertible into
shares of common stock, par value $.01 per share, of the Company (the “Common Stock”); and


WHEREAS, the Investor and the Company desire to enter into this
Agreement to set forth certain registration rights of Investor with respect to
such shares of Convertible Preferred Stock and the Common Stock into which such
shares of Convertible Preferred Stock may be converted in accordance with the
terms thereof.


NOW THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth herein, the
parties mutually agree as follows:


Section 1.                  Definitions. 
As used in this Agreement, the following terms shall have the following
meanings:


“Affiliate” of any Person shall mean any
other Person who either directly or indirectly is in control of, is controlled
by, or is under common control with, such Person.  For purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.


“Business Day” shall mean any Monday,
Tuesday, Wednesday, Thursday or Friday that is not a day on which banking
institutions in The City of New York are authorized by law, regulation or
executive order to close.


“Common Stock” shall mean the common
stock, par value $.01 per share, of the Company.


“Company Registration” has the meaning
set forth in Section 2.2 hereof.


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended (or any similar successor federal statute),
and the rules and regulations thereunder, as the same are in effect from time
to time.


“Holder” shall mean the Investors and
each Permitted Transferee of any Investor. 
For purposes of this Agreement, the Company may deem the registered
holder of a Registrable Security as the Holder thereof.


“Material Development Condition” shall
have the meaning set forth in Section 2.4(b) hereof.













“Person” shall mean an individual,
partnership, corporation, limited liability company, joint venture, trust or
unincorporated organization, a government or agency or political subdivision
thereof or any other entity.


“Permitted Transferee” shall mean a
transferee of Registrable Securities.


“Prospectus” shall mean the prospectus
included in any Registration Statement, as amended or supplemented by a
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by such Registration Statement and by all
other amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such prospectus.


“Registrable Securities” shall mean the
shares of Common Stock issuable upon conversion of the shares of Convertible
Preferred Stock, in accordance with its terms, held by the Investors as of the
date hereof and any other securities issued or issuable with respect to such
shares of Common Stock as a result of or in connection with any stock dividend,
stock split or reverse stock split, combination, reclassification, merger,
consolidation or similar transaction in respect of such shares of Common Stock
(“Successor Securities”); provided,
that any shares of Common Stock and any Successor Securities held by the Investors
or any other Holder shall cease to be Registrable Securities upon the earliest
of the following:  (i) a
registration statement registering such shares of Common Stock or Successor
Securities, as the case may be, under the Securities Act has been declared or
becomes effective and such shares of Common Stock or Successor Securities, as
the case may be, have been sold or otherwise transferred by the Holder or owner
thereof pursuant to such effective registration statement; (ii) such
shares of Common Stock or Successor Securities, as the case may be, are sold or
otherwise transferred to the public pursuant to Rule 144; or (iii) all such
shares of Common Stock or Successor Securities, as the case may be, held by
such Holder may be sold in a single transaction without registration in
compliance with Rule 144(k) under the Securities Act.


“Registration Expenses” shall have the
meaning set forth in Section 2.5 hereof.


“Registration Statement” shall mean any
registration statement which covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus included therein,
all amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all material incorporated by reference
in such Registration Statement.


“Requesting Securityholder Registration”
has the meaning set forth in Section 2.2 hereof.


“Rule 144” shall mean Rule 144
promulgated under the Securities Act, as amended from time to time, or any
similar successor rule thereto that may be promulgated by the SEC.


 “SEC”
shall mean the Securities and Exchange Commission, or any other federal agency
at the time administering the Securities Act or the Exchange Act.


“Securities Act” shall mean the
Securities Act of 1933, as amended (or any similar successor federal statute),
and the rules and regulations thereunder, as the same are in effect from time
to time.


“Underwritten Offering” shall mean a
registered offering in which shares of Common Stock are sold to an underwriter
for reoffering to the public.



 2
 









Section 2.     Registration Rights.


2.1       Demand Registrations.


(a)          Demand.  Upon the written request of Holders owning at
least one-third of the Registrable Securities that the Company effect an
offering of Registrable Securities on a Registration Statement under the
Securities Act and specifying the aggregate number of Registrable Securities to
be registered and the intended method of disposition thereof, the Company
shall, subject to Section 2.4(b) hereof, use its commercially reasonable
efforts to effect the registration under the Securities Act of the Registrable
Securities which the Company has been so requested to register by the Investor
as soon as practicable; provided, however, that the Company shall
not be obligated to effect, or to take any action to effect, any such
registration pursuant to this Section 2.1(a):


(i)                                    unless the
Registrable Securities requested to be included therein constitute at least 50%
of the shares of Common Stock into which the Convertible Preferred Stock is
convertible on the date of this Agreement;


(ii)                                after the
Company has effected one (1) such registration; or


(iii)                            during the
period commencing with the date thirty (30) days prior to the Company’s good
faith estimate of the date of filing of, and ending on a date ninety (90) days
after the effective date of, a Company Registration, provided that the
Company is actively employing in good faith all reasonable efforts to cause
such registration statement to become effective; provided, that, if the
Company abandons such Company Registration, the Company shall promptly notify
the Holders requesting a registration
pursuant to this Section 2.1(a).


The
Holders requesting a registration pursuant to this Section 2.1(a) may, at any
time prior to the effective date of the Registration Statement relating to a
registration requested pursuant to this Section 2.1(a), revoke such request by
providing a written notice to the Company revoking such request and, if
applicable, request withdrawal of any Registration Statement filed with the
SEC, and the Company shall use its commercially reasonable efforts to so
withdraw such Registration Statement.  A
registration requested pursuant to this Section 2.1(a) shall not be deemed to
have been effected unless a Registration Statement with respect thereto has
become effective and the Registrable Securities registered thereunder for sale
are sold thereunder or are not so sold solely by reason of an act or omission
by the Investor; provided, however, that if such registration
does not become effective after the Company has filed it solely by reason of
the Investor’s revocation of its registration request or refusal to proceed
(other than a refusal to proceed based upon the advice of counsel relating to a
matter with respect to the Company), then such registration shall be deemed to
have been effected unless the Investor shall have elected to pay all
Registration Expenses and any out-of-pocket expenses of any party required to
be borne by the Company pursuant hereto.


(b)          Effectiveness
of Registration Statement. 
Subject to Section 2.4(b), the Company agrees to use its commercially
reasonable efforts to (i) cause the Registration Statement relating to any
demand registration pursuant to this Section 2.1 to become effective as
promptly as practicable following a request for registration under Section
2.1(a), and (ii) thereafter keep such Registration Statement effective
continuously for the period specified in the next succeeding paragraph.


Except
as provided in the last paragraph of Section 2.1(a) above, a demand
registration requested pursuant to this Section 2.1 will not be deemed to have
been effected:



 3
 









(i)                                    unless the
Registration Statement relating thereto has become effective under the
Securities Act and remained continuously effective (except as otherwise
permitted under this Agreement) for a period ending on the earlier of (x) the
date which is ninety (90) days after the effective date of such Registration
Statement (subject to extension as provided in Sections 2.3(b) and 2.4(b)) and
(y) the date on which all Registrable Securities covered by such Registration
Statement have been sold and the distribution contemplated thereby has been
completed;


(ii)                                if, after it
has become effective, such registration is interfered with for any reason by
any stop order, injunction or other order or requirement of the SEC or any
other governmental authority, or as a result of the initiation of any
proceeding for such a stop order by the SEC through no fault of the Holders,
and the result of such interference is to prevent the Holders from disposing of
such Registrable Securities proposed to be sold in accordance with the intended
methods of disposition, or


(iii)                            if the
conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with any Underwritten Offering shall not
be satisfied or waived with the consent of the participating Holders, other
than as a result of any breach by any Holder or any underwriter of its
obligations thereunder or hereunder.


(c)          Inclusion of
Other Securities; Cutback. 
The Company, and any other holder of the Company’s securities who has
registration rights, may include its securities in any demand registration
effected pursuant to this Section 2.1 on a basis no less favorable to the
Holders than that of any other holder of the Common Stock of the Company who
has registration rights; provided, however, that if the managing
underwriter of a proposed Underwritten Offering contemplated thereby advises
the Holders in writing that the total amount or kind of securities to be
included in such proposed public offering exceeds the number or is not of a
type that can be sold in such offering within a price range acceptable to the
Holders, then the amount or kind of securities offered for the account of the
following groups of holders shall be reduced pro rata among members of such
group in accordance with such managing underwriter’s recommendation in the
following order of priority (with the securities to be reduced first listed
first): (i) securities other than Registrable Securities; (ii) securities
offered by the Company; and (iii) Registrable Securities; and provided, further,
that no Registrable Securities shall be reduced until all securities other than
Registrable Securities and securities offered by the Company are entirely
excluded from the underwriting.


2.2       Piggyback Registration.


If the Company at any time proposes to file a registration statement
with respect to any of its equity securities, whether for its own account
(other than a registration statement on Form S-4 or S-8 (or any successor or
substantially similar form), or in connection with (A) an employee stock
option, stock purchase or compensation plan or securities issued or issuable
pursuant to any such plan, or (B) a dividend reinvestment plan) (any of the
foregoing, a “Company Registration”), or for the
account of a holder of securities of the Company pursuant to demand
registration rights granted by the Company (a “Requesting
Securityholder” and, such registration, a “Requesting
Securityholder Registration”), then the Company shall in each case
give written notice of such proposed filing to all Holders of Registrable
Securities at least twenty (20) days before the anticipated filing date of any
such registration statement by the Company, and such notice shall offer to all
Holders the opportunity to have any or all of the Registrable Securities held
by such Holders included in such registration statement.


Each Holder of Registrable Securities desiring to have its Registrable
Securities registered under this Section 2.2 shall so advise the Company in
writing within ten (10) days after the date of receipt of such notice (which
request shall set forth the amount of Registrable Securities for which 



 4
 









registration is requested), and the Company shall
include in such Registration Statement all such Registrable Securities so
requested to be included therein.  If the
Registration Statement relates to an Underwritten Offering, such Registrable Securities
shall be included in the underwriting on the same terms and conditions as the
securities otherwise being sold through the underwriter, as provided
herein.  Any Holder shall have the right
to withdraw a request to include its Registrable Securities in any public
offering pursuant to this Section 2.2 by giving written notice to the Company
of its election to withdraw such request at least ten (10) Business Days prior
to the effective date of such Registration Statement.  Notwithstanding the foregoing, if the
managing underwriter of any such proposed public offering advises the Company
in writing that the total amount or kind of securities which the Holders of
Registrable Securities, the Company and any other persons or entities intended
to be included in such proposed public offering is sufficiently large or of a
type which such managing underwriter believes would adversely affect the
success of such proposed public offering, then the amount or kind of securities
offered for the account of the following groups of holders shall be reduced pro
rata among members of such group in accordance with such managing underwriter’s
recommendation in the following order of priority: (i) if a registration under
this Section 2.2 is a Company Registration, then the order of priority shall be
(with the securities to be reduced first listed first) (A) subject to the
provisions of Section 2.8 hereof, Registrable Securities and securities other
than Registrable Securities, on a pro rata basis, and (B) securities offered by
the Company; (ii) if a registration under this Section 2.2 is a Requesting
Securityholder Registration (and the Requesting Securityholder is not a
Holder), then the order of priority shall be (with the securities to be reduced
first listed first) (A) Registrable Securities (other than securities of the
Requesting Securityholder), (B) securities offered by the Company and (C)
securities of the Requesting Securityholder; and (iii) if a registration under
this Section 2.2 is a Requesting Securityholder Registration made pursuant to
Section 2.1 hereof, then the order of priority shall be as set forth in Section
2.1(c).  Anything to the contrary in this
Agreement notwithstanding, the Company may withdraw or postpone a Registration
Statement referred to in this Section 2.2 at any time before it becomes effective
or withdraw, postpone or terminate the offering after it becomes effective,
without obligation to any Holder of Registrable Securities, unless such
registration statement was filed pursuant to Section 2.1 hereof.


2.3       Registration Procedures.


(a)          General.  In connection with the Company’s registration
obligations, pursuant to Section 2.1 and 2.2 hereof, at its expense, except as
provided in Section 2.6, the Company will, as expeditiously as possible:


(i)                                    prepare and
file with the SEC a Registration Statement with respect to such Registrable
Securities as described in Sections 2.1 and 2.2 on a form permitted by Section
2.1 or 2.2 and available for the sale of the Registrable Securities by the
Holders thereof in accordance with the intended method or methods of
distribution thereof or such amendments and post-effective amendments to an
existing Registration Statement as may be necessary to keep such Registration
Statement effective for the time periods set forth in Section 2.1(b) (if
applicable); provided that no Registration Statement shall be required
to remain in effect after all Registrable Securities covered by such
Registration Statement have been sold and distributed as contemplated by such
Registration Statement;


(ii)                                take such
reasonable action as may be necessary so that: 
(1) any Registration Statement and any amendment thereto and any
Prospectus forming part thereof and any amendment or supplement thereto (and
each report or other document incorporated therein by reference) complies in
all material respects with the Securities Act and the Exchange Act and the
respective rules and regulations thereunder, (2) any Registration Statement and
any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(3) any Prospectus forming part of any Registration Statement, and any
amendment or supplement to such Prospectus, does 



 5
 









not, as of
such date, include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;


(iii)                            notify the
selling Holders of Registrable Securities and the managing underwriters, if
any, promptly and, if requested by the Holders, confirm such notice in writing
(1) when a new Registration Statement, Prospectus or any Prospectus supplement
or post-effective amendment has been filed, and, with respect to any new
Registration Statement or post-effective amendment, when it has become
effective, (2) of any request by the SEC for amendments or supplements to any
Registration Statement or Prospectus or for additional information, (3) of the
issuance by the SEC of any comments with respect to any filing and of the
Company’s responses thereto, (4) of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for that
purpose, (5) of any suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose and (6) of the happening of any event which makes
any statement of a material fact made in any Registration Statement, Prospectus
or any document incorporated therein by reference untrue or which requires the
making of any changes in any Registration Statement, Prospectus or any document
incorporated therein by reference in order to make the statements therein (in
the case of any Prospectus, in the light of the circumstances under which they
were made) not misleading (which notice shall be accompanied by an instruction
to suspend the use of the Prospectus relating to such Registrable Securities
until the requisite changes have been made);


(iv)                               furnish to
each selling Holder of Registrable Securities prior to the filing thereof with
the SEC, a copy of any Registration Statement, and each amendment thereof and
each amendment or supplement, if any, to the Prospectus included therein and
afford such Holder, the managing underwriter and their respective counsel a
reasonable opportunity within a reasonable period to review and comment on
copies of all such documents (including a reasonable opportunity to review
copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed;


(v)                                   furnish to
each selling Holder of Registrable Securities, without charge, as many
conformed copies as may reasonably be requested, of the then effective
Registration Statement and any post-effective amendments thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);


(vi)                               deliver to
each selling Holder of Registrable Securities, without charge, as many copies
of the then effective Prospectus (including each prospectus subject to
completion) and any amendments or supplements thereto as such Persons may
reasonably request in order to permit the offering and sale of the shares of
such Registrable Securities to be offered and sold, and the Company consents
(except during a suspension period permitted by this Agreement) to the use of
the Prospectus or any amendment or supplement thereto by the selling Holder in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto in accordance with the
terms hereof;


(vii)                           use its
reasonable best efforts to prevent the issuance, and if issued to obtain the
withdrawal, of any order suspending the effectiveness of the Registration
Statement relating to such Registrable Securities;


(viii)                       prior to the
offering of Registrable Securities pursuant to any Registration Statement, use
commercially reasonable efforts to register or qualify or cooperate with the
selling Holders of Registrable Securities and their respective counsel in
connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or blue sky laws of 



 6
 









such
jurisdictions as any selling Holder of Registrable Securities or underwriter
reasonably requests in writing and to keep such registration or qualification
(or exemption therefrom) effective during the period such Registration
Statement is required to be kept effective and to do all other acts or things
reasonably necessary or advisable to enable the disposition in such
distributions of the securities covered by the applicable Registration
Statement; provided,  however, that the Company will not be
required to (1) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify, but for this paragraph (viii), (2) subject
itself to general taxation in any such jurisdiction or (3) file a general consent
to service of process in any such jurisdiction;


(ix)                              cooperate
with the selling Holders of Registrable Securities to facilitate the timely
preparation and delivery to the selling Holders or the managing underwriters,
at the Company’s expense, of certificates representing Registrable Securities
to be sold and not bearing any restrictive legends; and enable such Registrable
Securities to be in such denominations and registered in such names as the
selling Holders or managing underwriters, if any, may request at least two
Business Days prior to any sale of Registrable Securities to any underwriters
and instruct the transfer agent and registrar of the Registrable Securities to
release any stop transfer orders with respect to the Registrable Securities;


(x)                                  cause all
Registrable Securities covered by the Registration Statement to be listed on
each securities exchange (or quotation system operated by a national securities
association) on which identical securities issued by the Company are then
listed  on or prior to the effective date
of any Registration Statement and enter into customary agreements including, if
necessary, a listing application and indemnification agreement in customary
form;


(xi)                              provide the
Holders, the transfer agent and registrar a CUSIP number for the Registrable
Securities no later than the effective date of such Registration Statement;


(xii)                          use its
commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC relating to such registration and the distribution of
the securities being offered and make generally available to its securities
holders, as soon as reasonably practicable, earnings statements satisfying the
provisions of Section 11(a) of the Securities Act;


(xiii)                      cooperate
and assist in any filings required to be made with the National Association of
Securities Dealers, Inc.;


(xiv)                         if
requested, include or incorporate in a Prospectus supplement or post-effective
amendment to a Registration Statement, such information as the managing
underwriters administering an Underwritten Offering of the Registrable
Securities registered thereunder reasonably request to be included therein and
to which the Company does not reasonably object and make all required filings
of such Prospectus supplement or post-effective amendment as soon as reasonably
practicable after they are notified of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment;


(xv)                             upon the
occurrence of any event contemplated by clauses (4), (5) or (6) of Section
2.3(a)(iii) above, as soon as reasonably practicable prepare a post-effective
amendment to any Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities included therein, the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;



 7
 









(xvi)                         subject to
the proviso in paragraph (viii) above, cause the Registrable Securities covered
by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof to consummate the disposition of such Registrable Securities
(other than as may be required by the governmental agencies or authorities of
any foreign jurisdiction and other than as may be required by a law applicable
to a selling Holder by reason of its own activities or business other than the
sale of Registrable Securities);


(xvii)                     if such
offering is an Underwritten Offering, enter into an underwriting agreement with
an investment banking firm selected in accordance with Section 2.3(c) of this
Agreement containing representations, warranties, indemnities and agreements
then customarily included by an issuer in underwriting agreements with respect
to secondary underwritten distributions and take all such other actions as are
reasonably requested by the managing underwriters for such underwritten
offering in order to facilitate the registration or the disposition of such
Registrable Securities, including delivery of customary accountants comfort
letters and legal opinions;


(xviii)                 if such
offering is an Underwritten Offering, (a) make reasonably available for
inspection by each selling Holder of Registrable Securities and any managing or
lead underwriter in such Underwritten Offering, and any attorney, accountant or
other agent retained by such selling Holder or any such underwriter, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries as shall be reasonably necessary
to enable them to conduct a “reasonable” investigation for purposes of Section
11(a) of the Securities Act; (b) cause the Company’s officers, directors and
employees to make reasonably available for inspection all relevant information
reasonably requested by the selling Holder or any such underwriter, attorney,
accountant or agent in connection with any such Registration Statement, in each
case, as is customary for similar due diligence examinations; provided that any information
that is designated by the Company as confidential at the time of delivery of
such information shall be kept confidential by the selling Holder, such
underwriter, or any such, attorney, accountant or agent, unless such disclosure
is required by law, or such information becomes available to the public generally
or through a third party without an accompanying obligation of confidentiality;
and (c) deliver such documents and certificates as may be reasonably requested
by the selling Holder and the managing underwriters, if any, including
customary opinions of counsel and “cold comfort” letters as may be reasonably
required pursuant to the underwriting agreement relating thereto;


(xix)                        in
connection with an Underwritten Offering requested pursuant to Section 2.1, the
Company will participate, to the extent reasonably requested by the managing
underwriter for the offering or the Holders participating therein, in customary
efforts to sell the securities under the offering, including, without
limitation, participating in “road shows” or other investor meetings, and the
Company shall secure the reasonable participation of its senior management for
such purposes; and


(xx)                            use its
commercially reasonable efforts to take all other reasonable steps necessary to
effect the registration, offering and sale of the Registrable Securities
covered by the Registration Statement contemplated hereby.


The
Company may require each seller of Registrable Securities, prior to inclusion
of its Registrable Securities in a Registration Statement as to which any
registration is being effected, to furnish to the Company such information
regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request and as shall be required in connection
with any registration referred to herein. 
No Holder may include Registrable Securities in any Registration
Statement pursuant to this Agreement unless and until such Holder has furnished
to the Company such 



 8
 









information.  Each Holder further
agrees to furnish as soon as reasonably practicable to the Company all
information required to be disclosed in order to make information previously
furnished to the Company by such Holder not materially misleading.


(b)          Each Holder
of Registrable Securities agrees that, upon receipt of any written notice from
the Company of the happening of any event of the kind described in clause (4),
(5) or (6) of Section 2.3(a)(iii) or in Section 2.4(b), such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
then current Prospectus until (1) such Holder is advised in writing by the
Company that a new Registration Statement covering the offer of Registrable
Securities has become effective under the Securities Act or (2) such Holder
receives copies of a supplemented or amended Prospectus contemplated by this
Section 2.3(b), or until such Holder is advised in writing by the Company that
the use of the Prospectus may be resumed. 
If the Company shall have given any such notice during a period when a
demand registration is in effect, the Company shall extend the period described
in Section 2.1(b)(i) (as applicable) by the number of days during which any
such disposition of Registrable Securities is discontinued pursuant to this
paragraph, if so directed by the Company, on the happening of such event, the
Holder will deliver to the Company (at the Company’s expense) all copies, other
than permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.


(c)          Selection of
Underwriters.  With respect
to any Underwritten Offering, the Company shall be entitled to select the
managing underwriter; provided, that if the Underwritten Offering is
undertaken pursuant to Section 2.1 hereof, such managing underwriter shall be
selected by the Holders of a majority of the Registrable Securities included in
such registration, subject to approval of the Company, which approval shall not
be unreasonably withheld.


2.4       Other Agreements.


(a)          “Market
Stand-Off” Election. 
In the case of any Underwritten Offering, upon the request of the
managing underwriter, each Holder agrees not to effect any public sale or
distribution of Registrable Securities, except as part of such underwritten
registration pursuant to the terms hereof, during the period beginning fifteen
(15) days prior to the closing date of such underwritten offering and during
the period ending ninety (90) days after such closing date (or such longer
period, not to exceed 180 days, as may be reasonably requested by the Company or
by the managing underwriter or underwriters).


(b)          Material
Development Condition. 
With respect to any Registration Statement filed or to be filed pursuant
to Section 2.1, if the Company determines, in its good faith judgment, that (i)
it would (because of the existence of, or in anticipation of, a material
acquisition or corporate reorganization or other transaction, financing
activity, stock repurchase or development involving the Company or any
subsidiary, or the unavailability of any required financial statements, or any
other event or condition of similar significance to the Company or any
subsidiary) be seriously detrimental to the Company or any subsidiary or its
stockholders for such a Registration Statement to become effective or to be
maintained effective or for sales of Registrable Securities to continue
pursuant to the Registration Statement, or (ii) the filing or maintaining
effectiveness of a Registration Statement would require disclosure of material
information that the Company has a valid business purpose of retaining as
confidential (each, a “Material Development
Condition”), the Company shall, notwithstanding any other provisions
of this Agreement, be entitled, upon the giving of a written notice (a “Delay Notice”) to such effect, signed by the
Chief Executive Officer, President or any Vice President of the Company, to any
Holder of Registrable Securities included or to be included in such
Registration Statement, (A) to cause sales of Registrable Securities by such
Holder pursuant to such Registration Statement to cease, (B) to delay actions
to bring about the effectiveness of such Registration Statement and sales
thereunder or, upon the written advice of counsel, cause such Registration
Statement to be withdrawn and the effectiveness of such Registration 



 9
 









Statement
terminated, or (C) in the event no such Registration Statement has yet been
filed, to delay filing any such Registration Statement, until, in the good
faith judgment of the Company, such Material Development Condition no longer
exists (notice of which the Company shall promptly deliver to any Holder of
Registrable Securities with respect to which any such Registration Statement
has been filed).


Notwithstanding the foregoing provisions of this paragraph (b):


(1)                                the Company shall not be entitled to
cause sales of Registrable Securities to cease or to delay any registration of
Registrable Securities required pursuant to Section 2.1 by reason of any
existing or anticipated Material Development Condition for a period of more
than sixty (60) consecutive days; provided, that the Company shall not
be entitled to exercise any such right more than two times in any calendar year
or less than 30 days from the prior such suspension period; and provided
further, that such exercise shall not prevent the Holders from being
entitled to at least 240 days of effective registration per calendar year;


(2)                                in the event a Registration Statement is
filed and subsequently withdrawn by reason of any existing or anticipated
Material Development Condition as hereinbefore provided, the Company shall
cause a new Registration Statement covering the Registrable Securities to be
filed with the SEC as soon as reasonably practicable after the occurrence of
the earlier of  (i) the expiration of
such Material Development Condition and (ii) the expiration of the period set
forth in clause (1) above, and the registration period for such new
registration statement shall be the number of days that remained in the
required registration period with respect to the withdrawn Registration
Statement at the time it was withdrawn; and


(3)                                in the event the Company elects not to
withdraw or terminate the effectiveness of any such Registration Statement but
to cause a Holder or Holders to refrain from selling Registrable Securities pursuant
to such Registration Statement for any period during the required registration
period, such required registration period with respect to such Holders shall be
extended by the number of days during such required registration period that
such Holders are required to refrain from selling Registrable Securities.


2.5       Registration Expenses. 
All expenses incident to the Company’s performance of or compliance with
this Agreement, including without limitation all registration and filing fees,
listing fees, fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications or registrations (or the obtaining of exemptions therefrom)
of the Registrable Securities), fees of the National Association of Securities
Dealers, transfer and registration fees of transfer agents and registrars,
printing expenses (including expenses of printing Prospectuses), messenger and
delivery expenses, internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), fees and disbursements of its counsel and its independent
certified public accountants (including expenses of any special audit or
accounting review), securities acts liability insurance (if the Company elects
to obtain such insurance), fees and expenses of any special experts retained by
the Company in connection with any registration hereunder, reasonable fees and
expenses, not to exceed $50,000 per registration hereunder, of one counsel for
the Holders (and any necessary local counsel), and fees and expenses of other
Persons retained by the Company (all such expenses being referred to as “Registration Expenses”), shall be borne by
the Company; provided, that Registration Expenses shall not include
out-of-pocket expenses incurred by the Holders (except as specifically provided
above in this Section 2.5) and underwriting discounts, commissions or fees
attributable to the sale of the Registrable Securities, which shall be paid by
the Holders pro rata on the basis of the number of shares of Common Stock
registered on their behalf.



 10
 









2.6       Indemnification.


(a)          Indemnification
by the Company. 
The Company agrees to indemnify and hold harmless, to the full extent
permitted by law, but without duplication, each Holder of Registrable
Securities included in a Registration Statement, its officers, directors,
employees, partners, principals, equityholders, managed or advised accounts,
advisors and agents, and each Person who controls such Holder (within the
meaning of the Securities Act) and, unless indemnification of such Persons is
otherwise provided for in the applicable underwriting agreement, each
underwriter, its partners, members, directors and officers and each person, if
any, who controls such Underwriter (within the meaning of the Securities Act)
(individually, an “Indemnified Person”),
against all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation and reasonable legal fees and expenses and
including expenses incurred and amounts paid in settlement of any litigation,
commenced or threatened) arising out of or based upon any untrue statement (or
alleged untrue statement) of a material fact in, or any omission (or alleged
omission) of a material fact required to be stated in, such Registration
Statement or Prospectus or necessary to make the statements therein (in the
case of a Prospectus in light of the circumstances under which they were made)
not misleading, as such expenses are incurred, except insofar as the same are
caused by or contained in any information furnished in writing to the Company
by any Indemnified Person expressly for use therein.


(b)          Indemnification
by Holders of Registrable Securities. 
In connection with any Registration Statement in which a Holder of
Registrable Securities is participating, each such Holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such Registration Statement or
Prospectus and agrees to indemnify and hold harmless, to the full extent
permitted by law, severally but not jointly with any other Holder, but without
duplication, the Company, its officers, directors, shareholders, employees, advisors
and agents, and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation and reasonable legal fees and
expenses and including expenses incurred and amounts paid in settlement of any
litigation, commenced or threatened) arising out of or based upon any untrue
statement (or alleged untrue statement) of material fact in, or any omission
(or alleged omission) of a material fact required to be stated in, the
Registration Statement or Prospectus or necessary to make the statements
therein (in the case of a Prospectus in light of the circumstances under which
they were made) not misleading, as such expenses are incurred, to the extent,
but only to the extent, that such untrue statement or omission is contained in
any information or affidavit so furnished in writing by such Holder to the
Company specifically for inclusion therein. 
In no event shall any participating Holder be liable for any amount in
excess of the proceeds (net of payment of all expenses (excluding underwriting
discounts and commissions paid or payable by such Holder)) received by such
Holder from the Registrable Securities offered and sold by such Holder pursuant
to such Registration Statement.


(c)          Conduct of
Indemnification Proceedings. 
Any Person entitled to indemnification hereunder will (i) give prompt
notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel of such indemnifying party’s choice; provided,
however, that any Person entitled to indemnification hereunder shall
have the right to employ separate counsel and to participate in the defense of
such claim, but the fees and expenses of such counsel shall be at the expense
of such indemnified Person unless (A) the indemnifying party shall have agreed
in writing to pay them, (B) the indemnifying party shall have failed to assume
the defense of such claim and employ counsel reasonably satisfactory to the
indemnified party in a timely manner or (C) the named parties to an action,
claim or proceeding (including any impleaded parties) include any indemnified
party and the indemnifying party or any of its Affiliates and in the reasonable
judgment of any such Person, based upon advice of its counsel, (1) a conflict
of interest may exist between such person and the indemnifying party with
respect to such claims (in which case, if 



 11
 









the
Person notifies the indemnifying party in writing that such Person elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such person) or (2) there may be one or more legal defenses
available to it which are different from or in addition to those available to
the indemnifying party; provided, that such counsel only be hired to the
extent necessary for such defense or defenses; and provided, further,
that the indemnifying party shall be responsible to pay the fees and expenses
of only one law firm plus one local counsel in each necessary jurisdiction
pursuant to these clauses (A), (B) and (C). 
The indemnifying party will not be subject to any liability for any
settlement made without its written consent (which consent shall not be
unreasonably withheld).  No indemnified
party will be required to consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.  An indemnifying party who is not entitled to,
or elects not to, assume the defense of the claim will not be obligated to pay
the fees and expenses of more than one counsel (plus one local counsel if
required in a specific instance) for all parties indemnified by such
indemnifying party with respect to such claim. 
The failure by an indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under this Section
2.6, except to the extent the failure to give such notice is materially
prejudicial to the indemnifying party’s ability to defend such action.


(d)          Contribution.  If for any reason the indemnification
provided for in Section 2.6(a) or Section 2.6(b) is unavailable to an
indemnified party or insufficient to hold it harmless as contemplated by
Section 2.6(a) and Section 2.6(b), then the indemnifying party shall contribute
to the amount paid or payable by the indemnified party as a result of such
loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party,
as well as any other relevant equitable considerations.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement or the omission or alleged omission relates to information supplied
by the indemnifying party or parties on the one hand or the indemnified party
on the other and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentations.  The
amount paid or payable by a party as a result of any losses shall be deemed to
include any legal or other fees or expenses incurred by such party in
connection with any proceeding, to the extent such party would have been
indemnified for such expenses if the indemnification provided for in Section
2.6(a) or Section 2.6(b) were available to such party.  In no event shall any participating Holder be
liable for any amount in excess of the proceeds (net of payment of all expenses
(excluding underwriting discounts and commissions paid or payable by such Holder))
received by such Holder from the Registrable Securities offered and sold by
such Holder pursuant to such Registration Statement.


(e)          Remedies
Cumulative.  The
indemnity, contribution and expense reimbursement obligations under this
Section 2.6 shall be in addition to any liability each indemnifying person may
otherwise have and shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any indemnified party.


2.7       Participation in Underwritten Registrations.  No Person may participate in any Underwritten
Offering hereunder unless such Person (i) agrees to sell such Person’s
Registrable Securities on the basis provided in any underwriting arrangements
related thereto and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.  Nothing in this Section 2.7 shall be
construed to create any additional rights regarding the registration of
Registrable Securities in any Person otherwise than as set forth herein.



 12
 









2.8       Subsequent Registration Rights.  The Company shall not modify or amend any
existing agreement providing for registration rights in a manner that would
adversely affect the rights of the Holders hereunder.   In addition, the Company shall not grant any
Person any registration rights with respect to shares of Common Stock other
than registration rights that expressly permit the Holders to participate in
the registration pro rata with the Person being granted registration rights
based on the number of shares requested to be included (and on a basis no less
favorable to the Holders than that of the Person being granted registration
rights).  Notwithstanding anything herein
to the contrary, the Company may grant registration rights with respect to
shares of Common Stock issued in connection with an acquisition of stock or
assets of another company so long as the registration rights would not be in
conflict with or inconsistent with the rights of the Holders hereunder in any
material respect.


2.9       Rule 144 Reporting. 
With a view to making available the benefits of certain rules and
regulations of the SEC that may permit the sale of the restricted securities to
the public without registration, the Company agrees to use its commercially
reasonable efforts to:


(a)          make and
keep public information regarding the Company available as those terms are
understood and defined in Rule 144 under the Securities Act;


(b)          file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act at any time after it has
become and remains subject to such reporting requirements; and


(c)          so long as a
Holder owns any Restricted Securities, furnish to the Holder forthwith upon
written request a written statement by the Company as to its compliance with
the reporting requirements of Rule 144 of the Securities Act and the Exchange
Act (at any time after it has become and remains subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as a Holder may
reasonably request in availing itself to any rule or regulation of the SEC
allowing a Holder to sell any such securities without registration.


Section 3.                  Miscellaneous.


3.1       Notices. 
All notices and other communications hereunder shall be in writing and
shall be deemed sufficiently given and served for all purposes (a) when
personally delivered or given by machine-confirmed facsimile, (b) one business
day after a writing is delivered to a national overnight courier service or (c)
three business days after a writing is deposited in the United States mail,
first class postage or other charges prepaid and registered, return receipt
requested, in each case, addressed as follows (or at such other address for a
party as shall be specified by like notice):


(i)                                    in the case
of the Company, to:


IHOP Corp.

450 North Brand Boulevard

Glendale, California 91203-2306

Attention:  General Counsel

Facsimile No.:  (818) 637-3131



 13
 









with a copy to:


Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Attn:  Rodrigo A. Guerra, Esq.
 Facsimile No.:  (213) 621-5217


(ii)                                in the case
of a Holder, to the address set forth opposite such Holder’s name, on Schedule
A hereto,


with a copy to:


Cadwalader,
Wickersham & Taft LLP

One World Financial Center, Suite 32-106

New York, New York  10281 

Attention:  Dennis J. Block, Esq.

Facsimile No:  (212) 504-5557


3.2       Amendment and Waiver.  This Agreement may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions of this Agreement may not be given, unless (a) with respect
to a particular offering under Section 2, the Company has obtained the written
consent of Holders of a majority of the Registrable Securities included in such
offering as are then outstanding as determined by the Company, and (b) in any
other event, the Company has obtained the written consent of Holders of a
majority of the Registrable Securities then outstanding as determined by the
Company.  Whenever the consent or
approval of Holders of a specified number of Registrable Securities is required
hereunder, Registrable Securities held by the Company shall not be counted in
determining whether such consent or approval was given by the Holders of such
required number.


3.3       Successors and Assigns.  This Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and
their respective successors and permitted assigns.  Notwithstanding the foregoing, the rights and
obligations of the Company and the Holders under this Agreement shall not be
assigned or delegated without the prior written consent of the other; provided,
however, that if any Holder or any Permitted Transferee (collectively,
the “Transferor”) sells or
otherwise transfers any of its Registrable Securities to another Holder, such
Transferor may assign (in whole or in part) its rights under this Agreement to
such Holder; provided, however, (i) the Transferor shall, at
least five (5) days prior to such Transfer, furnish to the Company written
notice of the name and address of such proposed Holder and a description
(including amount) of the securities with respect to which such rights are
being assigned and (ii) such transferee Holder shall assume in writing,
concurrently with such transfer, the obligations of the Transferor under this
Agreement and shall be added to Schedule A hereto; and provided  further
that no such assignment shall relieve the Investor or the Transferor of any of
its obligations under this Agreement. 
Any attempted or purported assignment that does not comply with this
Section 3.3 shall be null and void and shall be of no effect.


3.4       Interpretation. 
When a reference is made in this Agreement to Sections, paragraphs or
clauses, such reference shall be to a Section, paragraph or clause of this
Agreement unless otherwise indicated. 
The words “include,” “includes,” and “including” when used herein shall
be deemed in each case to be followed by the words “without limitation.”  The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.  This Agreement has been negotiated by the
respective parties hereto and their attorneys and the language hereof will not
be construed for or against any party. 
The phrases 



 14
 









“the
date of this Agreement,” “the date hereof,” and terms of similar import, unless
the context otherwise requires, shall be deemed to refer to [          ], 200[  ]. 
The words “hereof,” “herein,” “herewith,”  “hereby” and “hereunder” and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement.


3.5       Further Assurances. 
Each party to this Agreement shall do and perform or cause to be done
and performed all such further acts and things and shall execute and deliver
all such agreements, certificates, instruments and documents as the other party
hereto may reasonably request in order to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


3.6       No Third-Party Beneficiaries.  No person or entity not a party to this Agreement
shall be deemed to be a third-party beneficiary hereunder or entitled to any
rights hereunder. All representations, warranties or agreements of the Holders
contained in this Agreement shall inure to the benefit of the Company.


3.7       Entire Agreement. 
This Agreement and all other documents required to be delivered pursuant
hereto constitute the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior documents, agreements and
understandings, both written and verbal, among the parties with respect to the
subject matter hereof and the transactions contemplated hereby.


3.8       Severability.  If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws, then, if possible,
such illegal, invalid or unenforceable provision will be modified to such
extent as is necessary to comply with such present or future laws and such
modification shall not affect any other provision hereof; provided that if such
provision may not be so modified such illegality, invalidity or
unenforceability will not affect any other provision, but this Agreement will
be reformed, construed and enforced as if such invalid, illegal or
unenforceable provision had never been contained herein.


3.9       GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF
NEW YORK.


3.10                        Counterparts. 
This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to each of the other parties, it being understood that all parties need not
sign the same counterpart.


(signature
page follows)



 15














IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the date first above written.


	
  

  	
  IHOP CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


[Signature Page
to Registration Rights Agreement]











 


	
  

  	
   

  	
  INVESTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILTON INVESTMENT
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton Investment
  Company, LLC,

  
	
   

  	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


 


	
  

  	
   

  	
  CHILTON
  QP INVESTMENT PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton
  Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


 


	
  

  	
   

  	
  CHILTON
  INTERNATIONAL, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton
  Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


 


	
  

  	
   

  	
  CHILTON
  STRATEGIC VALUE PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton
  Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


 


	
  

  	
   

  	
  CHILTON
  OPPORTUNITY TRUST, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton
  Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


[Signature Page
to Registration Rights Agreement]











 


	
  

  	
   

  	
  CHILTON
  GLOBAL PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton
  Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


 


	
  

  	
   

  	
  CHILTON
  OPPORTUNITY INTERNATIONAL, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Chilton
  Investment Company, LLC,

  
	
   

  	
   

  	
   

  	
  as
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


 


	
  

  	
   

  	
  BIRCHWOOD
  INVESTMENTS LTD. LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KRISTIN
  RESNANSKY

  



 


 


	
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RACHEL
  S. OBENSHAIN

  



 


 


[Signature Page
to Registration Rights Agreement]
















SCHEDULE A


SCHEDULE
OF PURCHASERS


	
  Name of Purchaser

  	
   

  	
  Address of Purchaser

  	
   

  	
  Number of Shares 

  of Convertible 

  Preferred Stock 

  Purchased 

  pursuant to the 

  Purchase 

  Agreement

  	
   

  
	
  Chilton Investment
  Partners, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton QP Investment
  Partners, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton International,
  L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Strategic Value
  Partners, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Opportunity
  Trust, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Global
  Partners, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chilton Opportunity
  International, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kristin Resnansky

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rachel S. Obenshain

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Shares

  	
   

  	
   

  	
   

  	
  35,000

  	
   

  



 



 Schedule A-1