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Exhibit 4.11  



	SHERRY D. OLSON, P.C.

2515 Kings Way

Cumming, Georgia 30040
	
(770) 205-8858 Telephone	
 	

(770) 205-4954 Facsimile

sdopc@mindspring.com E-Mail
	

March 8, 2004
	
VIA EMAIL
	

Bobby R. Oliver, Jr.	
 	

Jess Sotomayor
	BANK OF AMERICA, N.A.	 	IHOP PROPERTIES, INC.
	Franchise Financial Services	 	450 North Brand Boulevard
	600 Peachtree Street, N.E.	 	7th Floor
	13th Floor, Bank of America Plaza	 	Glendale, CA 91203
	Atlanta, Georgia 30308-2214	 	Los Angeles County, CA
	

Inter-Bank Mail #GA1-006-13-20	
 	

 
	

Phone No.: (404) 607-4673	
 	

Phone No.: 818-240-6055
	Fax No.:    (404)607-4075	 	Fax No.:    818-240-0270




	Re:
	Loan
by Bank of America, N.A. to IHOP PROPERTIES, INC.

My File No. 1/287.2 



Dear
Bobby and Jess: 


        Attached
is a signed copy of the Third Addendum to Loan Agreement. Jess, please remember to mail the original to me. 


        Best
regards, 



	

 	
 	

Sincerely,

/s/  SHERRY D. OLSON      
 Sherry D. Olson
 Attorney at Law







 
 

THIRD ADDENDUM TO LOAN AGREEMENT    
    


        THIS THIRD ADDENDUM TO LOAN AGREEMENT (this "Amendment") is made and entered into as of this 8th day of March, 2004, by and among: (i) BANK OF AMERICA, N.A.
("Lender"); (ii) IHOP PROPERTIES, INC., a California corporation ("Borrower"); and (iii) INTERNATIONAL HOUSE OF PANCAKES, INC., a Delaware corporation, IHOP Corp., a Delaware corporation ("IHOP
Parent") and IHOP Realty Corp., a Delaware corporation (collectively, the "Guarantor"). 


 
 

RECITALS    
    


        WHEREAS, on April 27, 2001, Borrower, Guarantor and Lender entered into that certain Loan Agreement (the "Loan Agreement") relating to a $12,018,206.00 loan
secured by Borrower's interest in land, building and fixtures comprising equipment and signage to be used in connection with thirteen (13) IHOP restaurants; 



        WHEREAS,
on March 13, 2002, Borrower, Guarantor and Lender entered into that certain First Addendum to Loan Agreement to reflect an additional loan to Borrower in the original principal
amount of $17,203,432.00 secured by Borrower's interest in land, building and fixtures comprising seventeen (17) IHOP Restaurants; and 


        WHEREAS,
on October 28, 2002, Borrower, Guarantor and Lender entered into that certain Second Addendum to Loan Agreement modifying modify certain negative covenants set forth in the Loan
Agreement relating to restrictions on Liens. 


        WHEREAS,
Borrower, Guarantor and Lender now desire to modify the Fixed Charge Coverage Ratio as hereinafter set forth. 



        NOW,
THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) in hand paid, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows: 


        1.    Recitals.    Borrower, Guarantor and Lender hereby approve the foregoing recitations and agree that said
recitations are true and correct in all respects. 


        2.    Affirmative Covenants.    Section 5.A.i is hereby deleted in its entirety and replaced with the following
Section 5.A.i. 



	i.
	Maintain Fixed Charge Coverage Ratio: The Borrower and Guarantors, on a consolidated basis, will not permit the ratio of Total Fixed
Charge Income DIVIDED by Total Fixed Charges to be less than 1.50. This Ratio shall be calculated as follows and Items 1 and 2 on the form attached as Exhibit F to the Loan Agreement are hereby
deleted.



	1.
	Total Fixed Charge Income:

EBITDA

Plus Operating Rent Expense

Plus scheduled principal payments received on long-term notes

receivable due in the next twelve months

Less Taxes actually paid for the preceding twelve months




	2.
	Total Fixed Charges:

Plus scheduled principal payments long term debt due in the next twelve months

Plus scheduled payments Capitalized Leases due in the next twelve months

Plus Interest Expense

Plus Operating Rent Expense
 FIXED CHARGE COVERAGE (›=1.50x)







        3.    Ratification and Reaffirmation.    Borrower and Guarantor hereby ratify and reaffirm each of the Loan Documents
and all of Borrower's and Guarantor's covenants, duties and liabilities thereunder. 








        4.    Representations and Warranties.    Borrower and Guarantor represent and warrant to Lender, to induce Lender to
enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite corporate
action on the part of the Borrower and/or Guarantor and this Amendment has been executed and delivered by Borrower and Guarantor; and except as may have been disclosed in writing by Borrower and/or
Guarantor to Lender prior to the date hereof, all of the representations and warranties made by Borrower in the Loan Agreement are true and correct on and as of the date hereof. 


        5.    Expenses of Lender.    Borrower agrees to pay all costs and expenses incurred by Lender in connection with the
preparation, negotiation and execution of this Amendment and any other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without
limitation, the costs and fees of Lender's legal counsel. 



        6.    Governing Law.    This Amendment shall be governed by and construed in accordance with the internal laws of the
State of Georgia. The parties stipulate and agree that the Borrower and Guarantor have numerous business operations in the State of Georgia and this Amendment has been made, delivered and is
performable in the State of Georgia at Bank's main office in the State of Georgia and the laws of the State of Georgia and applicable United States federal law shall apply and this Agreement shall be
construed in accordance with the laws of the State of Georgia and applicable United State federal law. Wherever possible each provision of this Amendment shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Amendment. The invalidity or unenforceability of any provision of any Loan Document
to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 


        7.    Successors and Assigns.    The Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 


        8.    No Novation, etc.    This Amendment is not intended to be, nor shall it be construed to create, a novation or
accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect. 


        9.    Counterparts.    This Amendment may be executed in one or more counterparts, each of which shall constitute an
original, but all of which taken together shall be one and the same instrument. Further, this Amendment may be executed by facsimile signatures which shall be binding upon the
parties.


        10.    Waiver of Notice.    Borrower and Guarantor hereby waive notice of acceptance of this Amendment by Lender. 


        11.    General.    Except as specifically modified herein, all other terms and conditions of the Loan Agreement shall
remain unchanged and in full force and effect. 


        [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 






        IN
WITNESS WHEREOF, the parties have signed and sealed this Amendment on the day and year first above-written. 



	GUARANTOR:	 	BORROWER:
	

INTERNATIONAL HOUSE OF PANCAKES, INC.	
 	

IHOP PROPERTIES, INC.
	

By:	
 	

/s/  THOMAS CONFORTI      
	
 	

By:	
 	

/s/  THOMAS CONFORTI      

	Name:	 	Thomas Conforti	 	Name:	 	Thomas Conforti
	Title:	 	Chief Financial Officer	 	Title:	 	Chief Financial Officer
	

By:	
 	

/s/  MARK WEISBERGER      
	
 	

By:	
 	

/s/  MARK WEISBERGER      

	Name:	 	Mark Weisberger	 	Name:	 	Mark Weisberger
	Title:	 	Vice President—Legal	 	Title:	 	Vice President—Legal
	

(CORPORATE SEAL)	
 	

(CORPORATE SEAL)
	
GUARANTOR:	
 	
GUARANTOR:
	

IHOP REALTY CORP.	
 	

IHOP CORP.
	

BY:	
 	

/s/  THOMAS CONFORTI      
	
 	

By:	
 	

/s/  THOMAS CONFORTI      

	Name:	 	Thomas Conforti	 	Name:	 	Thomas Conforti
	Title:	 	Chief Financial Officer	 	Title:	 	Chief Financial Officer
	

By:	
 	

/s/  MARK WEISBERGER      
	
 	

By:	
 	

/s/  MARK WEISBERGER      

	Name:	 	Mark Weisberger	 	Name:	 	Mark Weisberger
	Title:	 	Vice President—Legal	 	Title:	 	Vice President—Legal
	

(CORPORATE SEAL)	
 	

(CORPORATE SEAL)
	

SIGNATURES CONTINUED ON NEXT PAGE







	SIGNATURE PAGE TO SECOND ADDENDUM TO LOAN AGREEMENT
	
BANK/LENDER:	
 	

 	
 	

 
	

BANK OF AMERICA, N.A.	
 	

 	
 	

 
	

By:	
 	

/s/  BOBBY R. OLIVER, JR.      
	
 	

 	
 	

 
	Name:	 	Bobby R. Oliver, Jr.

Title: Vice President	 	 	 	 











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THIRD ADDENDUM TO LOAN AGREEMENT

RECITALS