Exhibit
10.1


IHOP
CORP.


SERIES
A PERPETUAL PREFERRED STOCK

PURCHASE AGREEMENT


This Agreement (this “Agreement”) is
made as of July  15, 2007, between IHOP Corp., a
Delaware corporation (the “Company”), and MSD
SBI, L.P., a Delaware limited partnership (the “Purchaser”).


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”);


WHEREAS, the Company proposes to issue and
sell to the Purchaser the aggregate number of shares specified in Section 1.1
hereof of its preferred stock, par value $1.00 per share (the “Preferred Stock”), designated as “Series A Perpetual
Preferred Stock” (the “Perpetual 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 A Perpetual 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 cash proceeds received by the
Company from the issuance and sale of the Shares to the Purchaser 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 Purchaser 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 Purchaser, and the Purchaser agrees to purchase from the
Company, an aggregate number of Shares to be specified by the Company at least
two (2) business days prior to the Closing Date (as defined below) at a
purchase price of $1,000 per Share (the “Purchase Price”);
provided that such number of Shares shall not be greater than 133,800 or
less than 50,000.













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 other 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 the Purchaser
(i) a stock certificate or certificates evidencing the number of Shares to be
purchased by the 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 the Purchaser, (ii) to the extent not previously paid, the
Fee (as defined below), by wire transfer of immediately available funds to an
account designated by the Purchaser, (iii) to the extent not previously paid, the
Reimbursement Amount (as defined below), by wire transfer of immediately
available funds to an account designated by the Purchaser, and (iv) all other
documents, instruments and writings required to be delivered by the Company to
the Purchaser pursuant to this Agreement or otherwise required in connection herewith;
provided that to the extent not paid prior to the Closing, in lieu of
payment of the Fee and/or the Reimbursement Amount, as applicable, as set forth
in Section 1.3(a)(ii) and Section 1.3(a)(iii), the amount of such payment or
payments, as applicable, may at the request of Purchaser be deducted from the
payment required pursuant to Section 1.3(b)(i).


(b)           At
the Closing, the Purchaser shall deliver or cause to be delivered to the
Company (i) the Purchase Price (net of any deduction pursuant to Section
1.3(a)), by wire transfer of immediately available funds to an account
designated by the Company, and (ii) all other documents, instruments and writings
required to be delivered by the 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) (excluding, in each case, any disclosures set forth in any “forward
looking statements” within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the “Exchange Act”))
or in the correspondingly identified schedule attached hereto, the Company
hereby represents and warrants to the Purchaser 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 Purchaser in compliance with the
provisions of this Agreement, (a) shall be free and clear of any and all liens,
security interests, options, claims, encumbrances or restrictions (collectively,
“Liens”), except for such restrictions
on transfer or ownership as expressly 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



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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.


2.3           Capital Structure.


(a)           The
authorized capital stock of the Company consists of 40,000,000 shares of common
stock, par value $.01 per share (the “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.


(b)           The Company
has provided to the Purchaser a true and complete copy of (i) the certificate
of incorporation of the Company (the “Certificate of
Incorporation”) and (ii) the form of the certificate of designations (the “Series B
Certificate of Designations”)
of the Series B Convertible Preferred Stock, par value $1.00 per share,
of the Company (the “Series B Convertible
Preferred Stock”), which the Company proposes to issue to fund a portion of the Merger Consideration and other costs
and expenses of the transactions contemplated by the Merger Agreement.


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 the
requisite 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, to perform its obligations under this Agreement and to
consummate the transactions contemplated by this Agreement.  The execution and delivery by the Company of
this Agreement and the consummation by the Company of the transactions
contemplated by this Agreement have been duly authorized by, and this Agreement
and each of the transactions contemplated by this 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, the performance by the



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Company of its obligations
under this Agreement or the consummation by the Company of the transactions
contemplated by the this Agreement.  This
Agreement has been duly executed and delivered by the Company and, assuming due
authorization, execution and delivery of this Agreement by the Purchaser, 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, the
performance by the Company of its obligations under this Agreement or the
consummation by the Company of the transactions contemplated by this Agreement.


2.7           No Conflict.  The execution and delivery by the Company of
this Agreement does not, and the performance by the Company of its obligations
under this Agreement or the consummation by the Company of any of the
transactions contemplated by this Agreement will not, (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 certificate 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 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



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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 (“GAAP”) applied
on a consistent basis during the periods involved (except as may be indicated in such financial statements or the notes
thereto) and fairly present 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           Undisclosed Liabilities.  Except for
(i) those liabilities that are reflected or reserved for in the consolidated
financial statements of the Company included in its Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2007, as filed with the SEC prior
to the date of this Agreement, (ii) liabilities incurred since March 31, 2007
in the ordinary course of business consistent with past practice, (iii)
liabilities that, individually and in the aggregate, are immaterial to the
Company and its subsidiaries, taken as a whole, (iv) liabilities incurred
pursuant to the transactions contemplated by this Agreement or the Merger
Agreement, and (v) liabilities or obligations discharged or paid in full prior
to the Closing in the ordinary course of business consistent with past
practice, the Company and its subsidiaries do not have any liabilities or
obligations of any nature whatsoever (whether accrued, absolute, contingent or
otherwise) that are required to be reflected in the Company’s financial
statements in accordance with GAAP.


2.10         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 as
currently conducted, 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.
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.


2.11         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, (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 under the Securities Act or (iii) has issued any securities which
would be integrated with the sale of the Shares to such Purchaser for purposes
of the Securities Act or of any applicable stockholder approval provisions,
including 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 under
the Securities Act or cause the offering of the Shares to be integrated with
other offerings.  Assuming the accuracy
of the representations and warranties of the



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Purchaser in Section 3 of
this Agreement, the offer and sale of the Shares by the Company to the
Purchaser pursuant to this Agreement will be exempt from the registration
requirements of the Securities Act.


2.12         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.


2.13         Merger Agreement.  The Company
has provided to the Purchaser a true and complete copy of the Merger Agreement.


SECTION 3.         REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER


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


3.1           Authority.  The Purchaser has all requisite power and
authority to execute and deliver this Agreement, to perform its obligations
under this Agreement and to consummate the transactions contemplated by this
Agreement.  The Purchaser has taken all
requisite action to, and no other action or proceeding on the part of the
Purchaser is necessary for, the execution and delivery by the Purchaser of this
Agreement, the performance by the Purchaser of its obligations under this
Agreement or the consummation by the Purchaser of the transactions contemplated
by this Agreement.  This Agreement has
been duly executed and delivered by the Purchaser and, assuming due authorization,
execution and delivery of this Agreement by the Company, is a valid and binding
obligation of the Purchaser and is enforceable by the Company against the
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 the Purchaser, including under the
HSR Act, is required in connection with the execution or delivery by the
Purchaser of this Agreement, the performance by the Purchaser of its
obligations under this Agreement or consummation by the Purchaser of the
transactions contemplated by this 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, the Purchaser has the capacity to protect its
own interests in connection with the purchase of the Shares.


3.4           Investment Intent; Blue Sky.  The Purchaser is acquiring the 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.  The Purchaser understands that the issuance
of the 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 the Purchaser’s investment intent and the accuracy of the
Purchaser’s representations as expressed herein.  The Purchaser’s address set forth in Section 6.2
represents the Purchaser’s true and correct state of domicile, upon which the
Company may rely for the purpose of complying with applicable Blue Sky laws.
The Purchaser understands that the Company is relying on the statements contained
in this Agreement to establish an exemption from registration under federal and
state securities laws.  Prior to the
Closing, the Purchaser shall promptly notify the Company in writing of any
changes in the information set forth in this Agreement with respect to the
Purchaser.



 6
 









3.5           Information
and Investment Risk.


(a)           The
Purchaser acknowledges that the 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. The Purchaser recognizes that an investment in the Shares involves
a high degree of risk, including a risk of total loss of the Purchaser’s
investment. The Purchaser is able to bear the economic risk of holding the
Shares for an indefinite period.


(b)           The
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 the Purchaser to rely thereon.


3.6           Accredited Investor.  The Purchaser represents that it is an
accredited investor within the meaning of Regulation D under the Securities
Act.  The Purchaser will have at the
Closing sufficient immediately available funds in cash to pay the Purchase
Price.


3.7           No Legal, Tax or Investment
Advice.  The Purchaser understands that
nothing in this Agreement or any other materials presented to the Purchaser in
connection with the purchase and sale of the Shares constitutes legal, tax or
investment advice.  The 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 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.
The 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.


SECTION 4.         CONDITIONS


4.1           Conditions to Each Party’s
Obligations.  The
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 the Purchaser and the Company, respectively, of the
following conditions:


(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



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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.


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


(a)           Representations
and Warranties.


(i)            Between the date of
this Agreement and the Closing, the Company shall not have amended or modified
in any material respect any of the terms of the Series B Preferred Stock as set
forth in the Series B Certificate of Designations and the Certificate of
Incorporation provided to the Purchaser pursuant to Section 2.3(b).


(ii)           The representations
and warranties of the Company set forth in Sections 2.1, 2.2, 2.3, 2.5, 2.6,
2.7, 2.11, 2.12 and 2.13 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 Purchaser 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 Purchaser 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)           No
Target Material Adverse Effect, Waiver or Amendment.


(i)            Since the date of
the Merger Agreement and prior to the Closing, there has not been nor would
there reasonably be expected to be a Material Adverse Effect (as defined in the
Merger Agreement).


(ii)           Between the date of
this Agreement and the Closing, the Company shall not have waived, amended or
modified any of its rights or obligations pursuant to the Merger Agreement in
any material respect (including any increase in the Merger Consideration).


(d)           Securitization
Documents.  The Company shall have confirmed in writing that
neither the Perpetual Preferred Stock nor any accrued dividends thereon will be
considered Debt of the Co-Issuers or the Securitization Entities for purposes
of calculating compliance by the Co-Issuers or the Securitization Entities with
existing covenants in the Base Indenture, dated as of March 16, 2007, among
IHOP Franchising, LLC, a Delaware limited liability company, IHOP IP, LLC, a
Delaware limited liability company, and Wells Fargo Bank, National Association,
as trustee, as supplemented by the Series Supplement for the Series 2007-1
Fixed Rate Term Notes, dated March 16, 2007, and the Series Supplement for the
Series 2007-2 Variable Funding Notes, dated March 16, 2007 (collectively, the



 8
 









“Securitization Documents”; capitalized terms used in this
paragraph (d) but that are not defined in this Agreement have the respective
meanings set forth in the Securitization Documents).


(e)           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:


(a)           Representations
and Warranties.  The representations and warranties of the
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 the
Purchaser by an authorized officer of the Purchaser to such effect.


(b)           Performance
of Obligations of the Purchaser.  The 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 the Purchaser by an authorized officer of the
Purchaser to such effect.


SECTION 5.         RESTRICTIONS ON
TRANSFER OF SHARES


5.1           Restrictions on Transferability.  The 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 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 in order to
enforce the foregoing restrictions.


5.2           Restrictive Legend.  Each certificate representing the 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 REASONABLE AND CUSTOMARY CERTIFICATIONS
AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO EACH OF THEM.



 9
 









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.


SECTION 6.         MISCELLANEOUS


6.1           Survival of Representations
and Warranties; Termination.


(a)           The
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 until April 15, 2009; provided that the representations
and warranties contained in Sections 2.1, 2.2 and 2.5 shall survive
indefinitely.


(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.  This Agreement may be terminated at any time
prior to the Closing by mutual written consent of the Company and Purchaser.


(c)           In
the event of termination of this Agreement as provided in Section 6.1(b), this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of the Company or Purchaser, except that the
provisions of this Section 6.1(c) and Sections 6.2 through 6.13 shall survive
such termination; provided, however, that nothing herein shall
relieve the Company or the Purchaser from liability for any willful material
breach of any of its representations, warranties, covenants or agreements set
forth in this Agreement.


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



 10
 









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 the Purchaser, to:


c/o
MSD Capital, L.P.


645
Fifth Ave., 21st Floor


New
York, NY 10022


Attention:
General Counsel


Facsimile
No.: (212)-303-1772


with a copy to:


Wachtell,
Lipton, Rosen & Katz


51
West 52nd Street


New
York, New York 10019


Attn:
Andrew J. Nussbaum, Esq.


Fax: (212) 403-2269


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.


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.


(a)           The
Company shall pay to an account designated in writing by the Purchaser a cash
fee equal to One Million Three Hundred Thirty-Eight Thousand United States
Dollars ($1,338,000) (the “Fee”) on the
earlier of (x) the Merger Closing and (y) the termination of the Merger
Agreement.



 11
 









(b)           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; provided, however, that,
subject to the receipt of documentation thereof reasonably acceptable to the
Company, the Company shall reimburse the Purchaser in cash for any reasonable out-of-pocket
expenses incurred by it in connection with the transactions contemplated by
this Agreement, up to an aggregate of $300,000 (the “Reimbursement
Amount”).  The Reimbursement
Amount shall be payable by the Company on the earlier of (x) the Merger Closing
and (y) the termination of the Merger Agreement.


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, in
whole or in part, 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.


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         Consent to
Jurisdiction; Venue; Waiver of Jury Trial.


(a)           Each of the
parties hereto irrevocably submits to the exclusive jurisdiction of any court
of the State of New York and the Federal courts of the United States located in
the State of New York for the purpose of any action arising out of or relating
to this Agreement, and each of the parties hereto irrevocably agrees that all
claims in respect to such action may be heard and determined exclusively in
such court.  Each of the parties hereto
agrees that a final judgment in any action



 12
 









shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


(b)           Each of the
parties hereto irrevocably consents to the service of any summons and complaint
and any other process in any action relating to the transactions contemplated
hereby, on behalf of itself or its property, by the personal delivery of copies
of such process to such party hereto. 
Nothing in this Section 6.12(b) shall affect the right of any party
hereto to serve legal process in any other manner permitted by law.


(c)           EACH PARTY
HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES
THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES
SUCH WAIVER VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 6.12(c).


6.13         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)



 13














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
Perpetual Preferred Stock Purchase Agreement]











 


	
  

  	
  MSD SBI, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MSD Capital, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
  By:

  	
  MSD Capital Management LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc R. Lisker

  	
   

  
	
   

  	
   

  	
  Name:  Marc R. Lisker

  
	
   

  	
   

  	
  Title:  Manager and General Counsel

  



 


[Signature Page to
Perpetual Preferred Stock Purchase Agreement]
















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]

















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 A PERPETUAL 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 A Perpetual Preferred Stock” (the “Perpetual
Preferred Stock”), to consist of [           (      )](1)  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 Perpetual 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 Perpetual 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 B Convertible
Preferred Stock, shall rank on a parity with the Perpetual 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.               Dividends.


2A.          Dividend Rate.  Each holder of a share of Perpetual Preferred
Stock shall be entitled to receive dividends on such share of Perpetual
Preferred Stock, if, as, and when such dividends are declared by the Board of
Directors, out of funds legally available for the payment of dividends, at the






(1)                     To be
determined by the Company at least two business days prior to Closing, as set
forth in the Stock Purchase Agreement.












rate set forth below (the “Dividend
Rate”), subject in each case to any applicable increase pursuant to
Section 2E, for the applicable period set forth below of:


(i)            ten percent (10%) per annum (computed on
the Stated Value of such share) for each of the following periods (each, a “10% Quarterly Dividend Period”):  (x) the period from and including the date of
issuance of such share (the “Issue Date”)
to and including [          ], 2007(2) (the “Initial 10% Dividend Period”), (y) each of the [seven](3)
Quarterly Dividend Periods (as defined below) thereafter, and (z) the period
from and including [          ], 2009(4) to and including [          ], 2009(5) (the “Final 10% Dividend Period”),


(ii)           twelve percent (12%) per annum (computed on
the Stated Value of such share) for each of the following periods (each, a “12% Quarterly Dividend Period”):  (x) the period from and including the second
anniversary of the Issue Date to and including [          ], 200[9](6) (the “Initial 12% Dividend Period”), (y) each of the [thirty-one](7) Quarterly Dividend Periods thereafter, and (z) the period
from and including [          ], 2017(8) to and including [          ], 2017(9) (the “Final 12% Dividend Period” and, together with the Final 10%
Dividend Period, a “Final Dividend Period”),
and


(iii)          the greater of (x) fifteen percent (15%) per
annum (computed on the Stated Value of such share) and (y) a percentage per
annum (computed on the Stated Value of such share) equal to the Treasury Rate
plus five percent (5%) for each of the following periods (each, a “15% Quarterly Dividend Period” and,
together with the 10% Quarterly Dividend Periods and the 12% Quarterly Dividend
Periods, a “Quarterly Dividend Period”):  (x) the






(2)       This
date shall be the first March 31, June 30, September 30 or December 31, as
applicable, after the Issue Date. 
Therefore, if the Issue Date is not April 1, July 1, October 1 or
January 1, then the Initial 10% Dividend Period will be a short period (i.e.,
less than 90 days).


(3)       Following
the Initial 10% Dividend Period, dividends will be paid on the regularly
scheduled Dividend Payment Dates referred to in Section 2B below (i.e., March
31, June 30, September 30 and December 31). 
If the second anniversary of the Issue Date falls between these periods,
then the Final 10% Dividend Period will be a short period (i.e., less than 90
days), commencing on the January 1, April 1, July 1 or October 1 immediately
preceding the second anniversary and ending on but not including the second
anniversary.


(4)       This date
shall be the first January 1, April 1, July 1 or October 1, as applicable,
immediately preceding the second anniversary of the Issue Date.


(5)       The day immediately
preceding the second anniversary of the Issue Date.


(6)       This
date shall be the first March 31, June 30, September 30 or December 31, as
applicable, after the second anniversary of the Issue Date.


(7)       Following the
Initial 12% Dividend Period, dividends will be paid on the regularly scheduled
Dividend Payment Dates referred to in Section 2B below (i.e., March 31, June
30, September 30 and December 31).  If
the tenth anniversary of the Issue Date falls between these periods, then the
Final 12% Dividend Period will be a short period (i.e., less than 90 days),
commencing on the January 1, April 1, July 1 or October 1 immediately preceding
the tenth anniversary and ending on but not including the tenth anniversary.


(8)       This
date shall be the first January 1, April 1, July 1 or October 1, as applicable,
immediately preceding the tenth anniversary of the Issue Date.


(9)       The
day immediately preceding the tenth anniversary of the Issue Date.



 2
 








period from and including the tenth anniversary of the Issue Date to
and including [          ], 200[17](10) (the “Initial 15% Dividend Period” and, together with the Initial
10% Quarterly Dividend Periods and the Initial 12% Quarterly Dividend Periods,
an “Initial Dividend Period”), and
(y) for each Quarterly Dividend Period thereafter,


in each case, to and including the first to occur of (i) the date on
which the Stated Value of such share (plus all accrued and unpaid dividends
thereon up to but not including the date of payment) is paid to the holder
thereof in connection with the liquidation, dissolution or winding up, or
distribution of the assets of, of the Corporation or (ii) the date of the
redemption of such share by the Corporation.


2B.          Quarterly Dividend Periods.  Unless otherwise specified in Section 2A,
Quarterly Dividend Periods shall commence on January 1, April 1, July 1 and
October 1 in each year and shall end on and include the day immediately
preceding the first day of the next Quarterly Dividend Period.  Dividends on shares of Perpetual Preferred
Stock shall be payable on March 31, June 30, September 30 and December 31 of
each year (a “Dividend Payment Date”),
commencing [          ], 2007(11); provided, that the
Corporation may elect to accumulate any dividends payable after the first
anniversary of the Issue Date as provided in Section 2C instead of paying such
dividends in cash on the applicable Dividend Payment Date (such accumulated
dividends, the “Accumulated Dividends”),
and such Accumulated Dividends shall constitute Passed Dividends pursuant to
Section 2C but such accumulation shall not constitute a default under, or a
failure to pay a dividend, for purposes of this Certificate, provided
that, for the avoidance of doubt, Section 6B shall apply so long as there are
accrued and unpaid Accumulated Dividends. 
Each such dividend shall be paid to the holders of record of the
Perpetual Preferred Stock as such holders shall appear on the stock register of
the Corporation on the record date for such dividend, which record date shall
not be more than forty-five (45) days nor fewer than ten (10) days preceding
such Dividend Payment Date as shall be fixed by the Board of Directors or a
duly authorized committee thereof.  The
quarterly dividend on a share of Perpetual Preferred Stock for each Initial
Dividend Period, each Final Dividend Period and any other partial Quarterly
Dividend Period shall be prorated based on the number of days during such
period as a proportion of ninety (90).


2C.          Accumulated Dividends.  If,
on any Dividend Payment Date, the holder of record (for such Dividend Payment
Date) of a share of Perpetual Preferred Stock shall not have received in cash
the full amount of any dividend required to be paid on such share on such
Dividend Payment Date pursuant to this Section 2 (such unpaid dividends that
have accrued and were required to be paid, but remain unpaid, on a Dividend
Payment Date, together with any accrued and unpaid Accumulated Dividends, the “Passed Dividends”), then such Passed
Dividends shall accumulate on such outstanding share of Perpetual Preferred
Stock, whether or not there are funds legally available for the payment thereof
or such Passed Dividends are declared by the Board of Directors, and until such
Passed Dividends have been paid, the Dividend Rate shall be computed on the sum
of the Stated Value plus such unpaid Passed Dividend.  In the event that
Passed Dividends shall have accrued but remain unpaid for two consecutive
Quarterly Dividend Periods (each such Quarterly Dividend Period, a “Passed Quarter”), the Dividend Rate shall,
as of the end of such two-Passed Quarters period, prospectively increase by two
percent (2.0%) per annum, and the Dividend Rate shall further increase
prospectively by






(10)     This date shall
be the first March 31, June 30, September 30 or December 31, as applicable,
after the tenth anniversary of the Issue Date.


(11)     This date
shall be the first March 31, June 30, September 30 or December 31, as
applicable, after the Issue Date.



 3
 








two percent (2.0%)
per annum as of the end of each subsequent two-Passed Quarters period with
respect to which Passed Dividends shall have accrued but remain unpaid; provided, however,
that, subject to Section 2E, under no circumstances shall the Dividend Rate
applicable at any time prior to the tenth (10th) anniversary of the Issue Date exceed sixteen percent (16%) per annum,
and provided  further,
that upon payment by the Corporation of all accrued and unpaid Passed
Dividends, the Dividend Rate shall thereupon automatically be reduced
prospectively to the applicable Dividend Rate per annum set forth in Section 2A
above, subject to successive increases and reductions as provided by this Section
2C.


2D.          Distribution of Partial Dividend Payments.  Except as otherwise provided herein, if at
any time the Corporation pays less than the total amount of dividends then
accrued with respect to the Perpetual Preferred Stock or any Parity Securities,
such payment shall be distributed pro
rata among the holders thereof based upon the aggregate accrued but
unpaid dividends on the shares of Perpetual Preferred Stock  or such Parity Securities, as applicable,
held by each such holder.


2E.           Increase Amounts.


(i)            Notwithstanding
anything in this Certificate to the contrary, if, as of the Issue Date, since
December 31, 2006 there shall have occurred a material adverse effect on the
business, condition (financial or otherwise), operations, assets or liabilities
of the Corporation and its existing subsidiaries (which for the avoidance of
doubt excludes Applebee’s International, Inc., a Delaware corporation, and each
of its subsidiaries), taken as a whole, then (x) the Dividend Rates applicable
from time to time pursuant to this Certificate shall in each case be increased
by two percent (2%) per annum and (y) the maximum Dividend Rate payable prior
to the tenth (10th)
anniversary of the Issue Date shall be eighteen percent (18%) per annum.


(ii)           Notwithstanding
anything in this Certificate to the contrary, if, as of the Issue Date, any of
the representations and warranties of the Corporation (which for the avoidance
of doubt excludes Applebee’s International, Inc., a Delaware corporation, and
each of its subsidiaries) set forth in that certain Stock Purchase Agreement
between the Corporation and MSD SBI, L.P., a Delaware limited partnership,
shall fail to be true and correct in any material respect as of the Issue Date
as though made on and as of the Issue Date (except to the extent (x) that any
such representation and warranty is qualified as to “materiality” or “Material
Adverse Effect”, in which case such representations and warranties shall fail
to be true and correct in all respects and (y) any such representation and warranty
expressly relates to an earlier date, in which case such representation and
warranty shall be true and correct in all material respects as of such earlier
date), then (x) the Dividend Rates applicable from time to time pursuant to
this Certificate shall in each case be increased by one percent (1%) per annum
and (y) the maximum Dividend Rate payable prior to the tenth (10th) anniversary of the Issue Date shall be
seventeen percent (17%) per annum.


(iii)          If
(A) any condition or event exists as of the Issue Date that is described in
more than one of clauses (i) and (ii) above, or (B) more than one of the
conditions or events described in clause (i) and (ii) exist as of the Closing
Date, then only clause (i) shall be deemed to apply.


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 Perpetual 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 Stated Value of all shares
of Perpetual Preferred Stock held by such holder (plus all accrued and unpaid
dividends thereon up to but not including the date of payment), and the holders
of Perpetual Preferred Stock shall not be entitled to any further payment in
respect thereof.  If upon any such
liquidation, dissolution or winding up of the



 4
 








Corporation the
Corporation’s assets to be distributed among the holders of the Perpetual Preferred
Stock and any Parity Securities are insufficient to permit payment to such
holders of the Perpetual Preferred Stock of the aggregate amount which they are
entitled to be paid under this Section 3 and such holders of Parity Securities
of the aggregate amount which they are entitled to be paid in accordance with
the terms of such Parity Securities, then the entire assets available to be
distributed to the Corporation’s stockholders shall be distributed pro rata among the holders of the
Perpetual Preferred Stock and any Parity Securities, in accordance with the
full respective preferential payments that would be payable on such shares of
Perpetual Preferred Stock and such shares of Parity Securities if all amounts
payable thereon were payable in full. 
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.               Redemptions.


4A.          Optional Redemption.


(i)            Except as described in
Section 4B below, shares of Perpetual Preferred Stock will not be redeemable by
the Corporation prior to the first anniversary of the Issue Date.  On and after the first anniversary of the
Issue Date, the Corporation may redeem the outstanding shares of Perpetual
Preferred Stock, in whole or (subject to the following paragraph (ii) and the
proviso of this paragraph (i)) in part, upon not less than fifteen (15) nor
more than sixty (60) days’ notice, for cash at the redemption prices (expressed
as percentages of Stated Value) set forth below plus accrued and unpaid
dividends on the shares of Perpetual Preferred Stock redeemed, up to but not
including the applicable redemption date, if redeemed during the period
indicated below; provided that if fewer
than all of the outstanding shares of Perpetual Preferred Stock are to be
redeemed, then such redemption shall be in an aggregate Stated Value of no less
than $50,000,000 and the aggregate Stated Value of outstanding shares of
Perpetual Preferred Stock not redeemed shall be greater than $50,000,000: 


	
  Period

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  First anniversary of
  the Issue Date to but not including the second anniversary of the Issue Date

  	
   

  	
  104.0

  	
  %

  
	
  Second anniversary of
  the Issue Date to but not including the third anniversary of the Issue Date

  	
   

  	
  103.0

  	
  %

  
	
  Third anniversary of
  the Issue Date to but not including the fourth anniversary of the Issue Date

  	
   

  	
  102.0

  	
  %

  
	
  On and after the fourth
  anniversary of the Issue Date

  	
   

  	
  100.0

  	
  %

  



 


(ii)           In the event that at
any time fewer than all of the outstanding shares of Perpetual 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 Perpetual Preferred Stock.  In no event, however, may the Corporation
redeem fewer than all outstanding shares of Perpetual Preferred Stock unless
all accrued and unpaid dividends on all then outstanding shares of Perpetual
Preferred Stock have been paid as of the immediately preceding Dividend Payment
Date.



 5
 








4B.          Mandatory Redemption.  Upon the occurrence of a Change of Control,
unless prohibited by applicable law, the Corporation shall redeem all then
outstanding shares of Perpetual Preferred Stock for cash at the redemption
price per share corresponding to the timing of such Change of Control, as
indicated below; provided that in the event that any shares of Perpetual
Preferred Stock are not redeemed upon the occurrence of a Change of Control
pursuant to this Section 4B because of a prohibition under applicable law, the
Corporation shall use its reasonable best efforts to cause such prohibition not
to apply and shall redeem such shares as soon as such prohibition no longer
applies:


	
  Timing of Change of Control

  	
   

  	
  Redemption Price

  
	
   

  	
   

  	
   

  
	
  Prior to but not
  including the first anniversary of the Issue Date

  	
   

  	
  104.0% of the
  Stated Value, plus the amount of dividends that have accrued or would have
  accrued up to but not including the first anniversary of the Issue Date but
  that have not been previously paid

  
	
  First
  anniversary of the Issue Date to but not including the second anniversary of
  the Issue Date

  	
   

  	
  104.0% of the
  Stated Value, plus accrued and unpaid dividends up to but not including the
  redemption date

  
	
  Second
  anniversary of the Issue Date to but not including the third anniversary of
  the Issue Date

  	
   

  	
  103.0% of the
  Stated Value, plus accrued and unpaid dividends up to but not including the
  redemption date

  
	
  Third
  anniversary of the Issue Date to but not including the fourth anniversary of
  the Issue Date

  	
   

  	
  102.0% of the
  Stated Value, plus accrued and unpaid dividends up to but not including the
  redemption date

  
	
  On and after the
  fourth anniversary of the Issue Date

  	
   

  	
  100.0% of the
  Stated Value, plus accrued and unpaid dividends up to but not including the
  redemption date

  



 


In the event that the Corporation fails to make any
applicable redemption payment required to be made by this Section 4B when such
payment is required to be made by this Section 4B, then (i) the applicable
redemption price with respect to each share of Perpetual Preferred Stock shall
be automatically increased by an amount equal to five percent (5%) of the
Stated Value and (ii) until such time as the Corporation makes such redemption
payment (as so increased by this paragraph), dividends on the shares of
Perpetual Preferred Stock called for redemption shall continue to accrue on and
after the redemption date at the then applicable Dividend Rate (including any
applicable increases to the then applicable Dividend Rate pursuant to Section
2C).


In the event that any
indenture or agreement relating to indebtedness for borrowed money of the
Corporation would prohibit the Corporation from redeeming the Perpetual
Preferred Stock pursuant to this Section 4B upon the occurrence of a Change of
Control, then the Corporation shall, not later than the occurrence of such
Change of Control, either
obtain any requisite
consents under such indenture or agreement relating to indebtedness for
borrowed money to permit the redemption of the



 6
 








Perpetual
Preferred Stock pursuant to this Section 4B or shall repay the outstanding indebtedness under
such indenture or agreement relating to indebtedness for borrowed money.


4C.          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 Perpetual 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 Perpetual 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 Perpetual
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 Perpetual
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 Perpetual Preferred Stock to be
redeemed, with a bank or trust company named in such notice doing business in
New York, New York, and having capital surplus and undivided profits of at
least $500,000,000, then, without awaiting the redemption date, all shares of
Perpetual 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 Perpetual 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 Perpetual 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 Perpetual 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.  Upon surrender,
in accordance with such notice, of the certificates for any shares so redeemed,
the applicable redemption price shall be paid in cash by wire transfer of
immediately available funds to an account or accounts designated by such holder
of Perpetual Preferred Stock.  In the
event that less than all of the shares of Perpetual Preferred Stock represented
by any certificate are redeemed, a new certificate representing the unredeemed
shares shall be promptly issued to the holder thereof without cost to such
holder.


4D.          Status of Shares.  Shares of Perpetual 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 Perpetual Preferred Stock.


Section 5.               Voting Rights.
The holders of Perpetual Preferred Stock shall have no right to vote on any
matters to be voted on by the stockholders of the Corporation except (i) as
required by applicable law, (ii) as set forth in Section 11 hereof, and (iii)
that the holders of the Perpetual Preferred Stock shall be entitled to vote as
a separate class, with each share of Perpetual Preferred Stock being entitled
to one vote, with respect to any proposed amendment to the Corporation’s
Certificate of Incorporation that would (1) alter or change the powers,
preferences or special rights of the shares of Perpetual Preferred Stock, or
(2) adversely affect in any material respect the rights of such holders.



 7
 








Section 6.               Negative
Covenants.


6A.          No Prohibition on Dividends. So long
as any shares of Perpetual Preferred Stock are issued and outstanding, the
Corporation shall not enter into any agreement which, by its terms (other than
in the event of a breach of, or a default under, such agreement), would
prohibit the payment of dividends on the Perpetual Preferred Stock; provided
that the bridge credit facilities (collectively, the “Bridge Facility”) described
in the Commitment Letter (the “Commitment Letter”) dated as of July 15, 2007,
among, the Corporation, CHLH Corp., Lehman Brothers Inc., Lehman Brothers
Commercial Bank and Lehman Commercial Paper Inc. may, for so long as the Bridge
Facility remains outstanding, prohibit the payment of cash dividends on the
Perpetual Preferred Stock on any Dividend Payment Date on or after the first
anniversary of the Issue Date to the extent that (in each case as set forth in
the Commitment Letter)  (x) the amount of
any such dividends would cause the limitation on aggregate restricted payments
of $17,400,000 for each annual period commencing on the first anniversary of
the Issue Date and ending on the day immediately preceding the next anniversary
of the Issue Date to be exceeded or (y) immediately before or after giving
effect to such payment the Corporation shall not be in compliance with the
agreed upon cash interest coverage ratio set forth in the Bridge Facility
(provided that the ratio applicable at any time under such test shall be the
same as the ratio applicable at such time under the minimum cash interest
coverage ratio financial covenant).


6B.          Redemption Default; Passed Dividends.  In
the event of a failure by the Corporation to make any applicable redemption
payment required to be made pursuant to Section 4B when such payment is
required to be made pursuant to Section 4B, or a Passed Dividend (including any
Accumulated Dividend), until such time as such requried redemption payment has
been made or the payment has been made with respect to all Passed Dividends, as
applicable, the Corporation shall not, without the prior written consent of the
holders of a majority of the outstanding shares of Perpetual Preferred Stock:
(i) redeem, purchase or otherwise acquire any Junior Securities or Parity
Securities, nor shall the Corporation pay or declare any dividend or make any
distribution upon any Junior Securities or Parity Securities (other than
dividends or distributions payable in-kind, including through accretion of the
stated value of such securities, in accordance with the terms of such
securities); (ii) acquire or agree to
acquire by merging or consolidating with, or by purchasing all or a substantial
portion of the assets of, or by purchasing all or a substantial equity or
voting interest in, or by any other manner, any Person or division thereof,
other than acquisitions not to exceed $30,000,000 on an aggregate basis during
the period in which such Passed Dividends or redemption payment, as applicable,
remain unpaid; or (iii) incur
capital expenditures in excess of $20,000,000 in any consecutive twelve-month
period commencing after the occurrence of such Passed Dividend or redemption
payment, as applicable.


6C.          No Issuance of Senior or Parity Preferred
Stock.  So long as any shares of Perpetual
Preferred Stock are issued and outstanding, the Corporation shall not, without
the prior written consent of the holders of at least a majority of the then
outstanding shares of Perpetual Preferred Stock, issue any series of Preferred
Stock ranking senior to or on a parity with the Perpetual Preferred Stock with
respect to the payment of dividends or distributions, redemption or in the
liquidation, dissolution or winding up, or upon any distribution of the assets
of, the Corporation.


Section 7.               Transfer
Restrictions.


(i)            None of the shares of
Perpetual Preferred Stock may 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 Certificate and the restrictions
set forth in the text of the restrictive legend required to be set forth on the
Shares pursuant to clause (ii) of this Section 7.  The Corporation



 8
 








shall be entitled to give stop transfer
orders to its transfer agent with respect to the shares of Perpetual Preferred
Stock in order to enforce the foregoing restrictions.


(ii)           Each certificate
representing shares of Perpetual Preferred 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
REASONABLE AND CUSTOMARY 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 8.               Registration of
Transfer.  The Corporation shall keep
at its principal office a register for the registration of Perpetual Preferred
Stock.  Upon the surrender of any
certificate representing Perpetual 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 Perpetual 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
Perpetual 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 Perpetual Preferred represented
by such new certificate from the date to which dividends have been fully paid
on such Perpetual Preferred Stock represented by the surrendered certificate.


Section 9.               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 Perpetual 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 Perpetual Preferred Stock of
such class represented by such lost, stolen, destroyed or mutilated certificate
and dated the date of such lost, stolen, destroyed or mutilated certificate.



 9
 








Section 10.     Definitions.


“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 by
law, regulation or executive order to close.


“Certificate” means this Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and
Other Special Rights of Series A Perpetual Preferred Stock, and Qualifications,
Limitations and Restrictions Thereof.


“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
(as defined in Rule 13d-3 under the Exchange Act), 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 wholly
owned subsidiary of the Corporation (provided that the “holding company
condition is satisfied” (as defined below), if applicable) 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 and as a result
of which the “holding company condition is satisfied” (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, share exchange, 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 unless the “holding company condition is satisfied,” (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 or Person to whom all or
substantially all of the Corporation’s assets were transferred, immediately
after such transaction and (z) in addition, in the case of a sale, transfer or
other disposition of all or substantially all of the assets of the Corporation,
the holders of 50% or more of the shares of the Corporation’s capital stock
immediately prior to such transaction hold, directly or indirectly, 50% or more
of the shares of capital stock of the Person to whom all or substantially all
of the Corporation’s assets were transferred, 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 as a result of
which the “holding company condition is satisfied”, if applicable; 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), and as a
result of which the “holding company condition is satisfied”;



 10
 








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


(4)           with respect
to any indenture or agreement relating to indebtedness for borrowed money of
the Corporation or its significant subsidiaries in an aggregate outstanding
principal amount in excess of $100,000,000, any event that, absent a waiver or
consent of the obligees (however denominated) under such indenture or
agreement, would (a) constitute a change in control (however denominated) with
respect to the Corporation under and as defined in such indenture or agreement
and (b) result under the terms of such indenture or agreement in an accelerated
obligation to repay such indebtedness as a result of such change in control
(however denominated).


“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
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.


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


“holding company condition
is satisfied” means that the Perpetual Preferred Stock and any other
series of Preferred Stock, in each case, outstanding immediately prior to the
applicable transaction that remains outstanding immediately after such
transaction, have become direct obligations of the Person acquiring voting
power over Voting Stock of the Corporation or becoming a surviving entity or
the Person to whom all or substantially all of the assets of the Corporation
are transferred, as applicable, and that the Corporation (to the extent that it
still exists) shall have guaranteed the performance of the obligations of such
Person with respect to the Perpetual Preferred Stock (to the extent that it
remains outstanding immediately following such transaction).


“Junior Securities”
means any shares of Common Stock of the Corporation and any shares of Preferred
Stock specifically designated as junior to the Perpetual 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 B Convertible
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
Perpetual 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.


“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 Perpetual 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.



 11
 








“Stated Value”
of any share of Perpetual 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 Perpetual Preferred Stock shall
constitute an offset to or credit against such share’s Stated Value.


“Treasury Rate” for a Quarterly Dividend Period means the annual yield to maturity of
U.S. Treasury securities with a ten-year maturity, as compiled by and published
in the most recent Federal Reserve Statistical Release H.15(519) which has
become publicly available prior to the last Business Day of such Quarterly
Dividend Period (or, if such Statistical Release is no longer published, any
publicly available source of similar data).


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


Section 11.             Amendment and
Waiver.  No amendment, modification,
alteration, repeal or waiver of any provision of Sections 1 to 10 hereof or
this Section 11 shall be binding or effective without the prior written consent
of the holders of a majority of the shares of Perpetual Preferred Stock
outstanding at the time such action is taken.


Section 12.             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]



 12














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 A Perpetual Preferred Stock of IHOP Corp. to be
executed by [          ], its [          ], this [    ] day of [     ] 200[   ].


	
  

  	
  IHOP CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: