Exhibit 4.24


 


SUPPLEMENT NO. 1 TO BASE
INDENTURE


 


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


 


R E C I T A L S


 


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


 


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


 


WHEREAS, the parties hereto desire to
supplement the Indenture in the manner provided herein;


 


WHEREAS, Section 8.2(a) of the
Indenture permits the Co-Issuers and the Indenture Trustee to enter into a
supplement to the Indenture subject to the written consent of each Series Controlling
Party and the Noteholders;


 


WHEREAS, the Series Insurer identified
on the signature pages hereof, in its capacity as the Series Controlling
Party with respect to the Series 2007-1 Notes, and the Holder of 100% of
the Series 2007-1 Notes have delivered their written consent to this
Supplement on the signature pages hereof; and


 


WHEREAS, the Indenture Trustee has received
an Opinion of Counsel pursuant to Section 8.3 of the Indenture stating
that (i) the execution and delivery of this Supplement is authorized and
permitted under the Indenture and (ii) this Supplement is the legal, valid
and binding obligation of each of the Co-Issuers, enforceable against each of
the Co-Issuers in accordance with its terms (subject to customary exceptions).


 


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


 

















 


ARTICLE I

DEFINITIONS


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


 


ARTICLE II

AMENDMENTS


 


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


 


(a)                        The
following definition is added to Appendix A (Definitions) of the Indenture in
the correct alphabetical order therefor:


 


“Applebee’s Acquisition” means the
merger of Applebee’s International, Inc. into a direct, wholly-owned
subsidiary of IHOP Corp. on November 29, 2007, pursuant to which Applebee’s
International, Inc. became a direct, wholly-owned subsidiary of IHOP Corp.”


 


(b)                       The
definition of “EBITDA” set forth in Appendix A (Definitions) of the Indenture
is hereby amended by deleting the words shown below in strikethrough and adding
the words shown below in bold double underscore:


 


“EBITDA” means, for any specified period, the amount (not less
than zero) equal to:


 


(a) the sum of (i) the Consolidated
Earnings Before Discontinued Operations and Cumulative Effect of Change in
Accounting Principle of IHOP Corp., Applebee’s International and their
Affiliates, plus (ii) to the extent
any of the following are adjusteddeducted in calculating the
amount specified in clause (i): (A) the Consolidated Net Interest Expense
for such period, (B) the U.S. Federal, state, local and foreign income
taxes for such period, (C) non-cash losses from the sale or disposition of
assets not in the ordinary course of business and other non-cash extraordinary
or non-cash nonrecurring items, (D) non-cash stock based compensation
expense for such period, (E) depreciation and amortization, (F) impairment
losses and non-cash store closure expenses, (G) non-cash loss of any joint
venture, and (H) non-cash adjustments and actuarial estimates
related to Neighborhood Insurance; and (I) non-recurring expenses
incurred in connection with the Applebee’s Acquisition and the strategic
alternatives to the Applebee’s 
Acquisition that were explored prior to the completion of the Applebee’s  Acquisition of the type and not in excess of
the amounts set forth in Schedule 8 to the Base Indenture including, without
limitation, severance and retention payments and related payroll taxes, success
fees and proxy solicitation expenses (which, for the avoidance of doubt, will
include the amortization of such non-recurring expenses  that are capitalized); provided,
that the aggregate amount of such 


 


2

















 


non-recurring expenses that are added pursuant to subclause (I) may
not exceed $66,000,000 and must be incurred no later than March 31, 2009; minus


 


(b) to the extent added in calculating
the Consolidated Earnings Before Discontinued Operations and Cumulative Effect
of Change in Accounting Principle, (A) gains from the sale or disposition
of fixed assets not in the ordinary course of business and other extraordinary
or nonrecurring items, and (B) the non-cash income for any joint venture.


 


(c)                   The
definition of “IHOP Corp. Consolidated Leverage Ratio” set forth in Appendix A
(Definitions) of the Indenture is hereby amended by deleting the words shown
below in strikethrough and adding the words shown below in bold double
underscore:


 


“IHOP Corp. Consolidated Leverage Ratio” means, as of any date of
determination, the following ratio determined as of the immediately preceding
Accounting Date (or, if such date of determination is an Accounting Date, such
Accounting Date):


 


(a)          the sum of (i) aggregate
Debt outstanding in respect of IHOP Corp. and all of its Affiliates as of the
end of the immediately preceding fiscal calendar quarter  Payment Date plus (ii) the
product of (x) 96 and (y) the amounts expensed total rent expense paid during the calendar
month immediately preceding such Accounting Date by IHOP Corp. and
all of its Affiliates under leases that are accountingaccounted
for as operating leases in conformity with GAAP 
for the last twelve months ending as of the end of the
last fiscal quarter; divided by


 


(b)         EBITDAR for the last twelve months ending as of the end of the last fiscal quarter;


 


provided, that in
calculating the ratio set forth above, any variable funding note Outstanding of
IHOP Corp. and its Affiliates will be deemed to be fully drawn.


 


Section 2.2 Amendment to Schedules to Base Indenture.


 


The schedule attached to this Supplement as
Schedule 8 is hereby added to the Base Indenture as Schedule 8 thereto
immediately following Schedule 7.17 thereto.


 


ARTICLE III

MISCELLANEOUS


 


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


 


(a)                             the
execution and delivery of this Supplement by each of the Co-Issuers, the Indenture
Trustee, the Series Insurer and the Holder of the Series 2007-1 Notes
as set forth on the signature pages hereof;


 


3

















 


(b)                       no
Default, Event of Default, Rapid Amortization Event, Servicer Termination Event
or Trigger Event (or event that with the giving of notice or lapse of time or
both would be a Default, an Event of Default, a Rapid Amortization Event, a
Servicer Termination Event or a Trigger Event) shall occur and be continuing
immediately after giving effect to this Supplement; and


 


(c)                        all
representations and warranties of the Co-Issuers set forth in Section 7.12
of the Indenture shall be true and correct in all material respects immediately
after giving effect to this Supplement.


 


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


 


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


 


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


 


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


 


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


 


[Remainder of Page Intentionally Blank]


 


4

















 


IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
the Indenture to be duly executed as of the date and year first above written.


 


	
   

  	
  APPLEBEE’S ENTERPRISES LLC,

  
	
   

  	
  as Master Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S IP LLC, 

  
	
   

  	
  as IP Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S RESTAURANTS NORTH 

  LLC,

  
	
   

  	
  as a Restaurant Holder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S RESTAURANTS MID-

  ATLANTIC LLC,

  
	
   

  	
  as a Restaurant Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  APPLEBEE’S RESTAURANTS WEST

  LLC,

  
	
   

  	
  as a Restaurant Holder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S RESTAURANTS TEXAS

  LLC,

  
	
   

  	
  as a Restaurant Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S RESTAURANTS KANSAS

  LLC,

  
	
   

  	
  as a Restaurant Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  APPLEBEE’S RESTAURANTS

  VERMONT INC.,

  
	
   

  	
  as a Restaurant Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  APPLEBEE’S RESTAURANTS INC., 

  
	
   

  	
  as a Restaurant Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca Tilden

  
	
   

  	
   

  	
  Name:

  	
  Rebecca Tilden

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  
	
   

  	
  ASSOCIATION,
  not in its individual capacity but solely
  as the Indenture Trustee

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chad Schafer

  
	
   

  	
   

  	
  Name:
  Chad Schafer

  
	
   

  	
   

  	
  Title:
  Corporate Trust Officer

  
	
   

  	
   

  
	
  Consented
  to for purposes of Section 8.2(a)  of the Indenture and Section 6.01 of the Insurance Agreement
  relating to the Series 2007-1 Notes:

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  ASSURED
  GUARANTY CORP.,

  	
   

  
	
  as
  Series lnsurer in respect of the Series 2007-1 Notes

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Consented
  to for purposes of Section 8.2(a)
  of the Indenture:

  	
   

  
	
   

  	
   

  
	
  LEHMAN
  BROTHERS INC.,

  	
   

  
	
  as
  Holder of the Series 2007-1
  Notes

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  
	
   

  	
  ASSOCIATION,
  not in its individual capacity but solely
  as the Indenture Trustee

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  
	
  Consented
  to for purposes of Section 8.2(a)  of the Indenture and Section 6.01 of the Insurance Agreement
  relating to the Series 2007-1 Notes:

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  ASSURED
  GUARANTY CORP.,

  	
   

  
	
  as
  Series lnsurer in respect of the Series 2007-1 Notes

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Daniel S. Bevill

  	
   

  	
   

  
	
   

  	
  Name:
  Daniel S. Bevill

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  
	
  Consented
  to for purposes of Section 8.2(a)
  of the Indenture:

  	
   

  
	
   

  	
   

  
	
  LEHMAN
  BROTHERS INC.,

  	
   

  
	
  as
  Holder of the Series 2007-1
  Notes

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  
	
   

  	
  ASSOCIATION,
  not in its individual capacity but solely
  as the Indenture Trustee

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  
	
  Consented
  to for purposes of Section 8.2(a)  of the Indenture and Section 6.01 of the Insurance Agreement
  relating to the Series 2007-1 Notes:

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  ASSURED
  GUARANTY CORP.,

  	
   

  
	
  as
  Series lnsurer in respect of the Series 2007-1 Notes

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Consented
  to for purposes of Section 8.2(a)
  of the Indenture:

  	
   

  
	
   

  	
   

  
	
  LEHMAN
  BROTHERS INC.,

  	
   

  
	
  as
  Holder of the Series 2007-1
  Notes

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Cory Wishengrad

  	
   

  	
   

  
	
   

  	
  Name:
  Cory Wishengrad

  	
   

  
	
   

  	
  Title:
  Senior Vice President

  	
   

  
							



 

















 


SCHEDULE 8


 


Projected non-recurring expenses to be added back in calculating
“EBITDA” pursuant to

sub-clause (a)(ii)(I) of the definition of “EBITDA”


 


See Following Page


 

















 


Schedule 8 to Base Indenture

IHOP Corp. and
Applebee’s

Non-Recurring Costs of Acquisition and S rategic Alternatives (1) (2)

(Dollars in thousands)


 


	
   

  	
   

  	
  In EBITDA

  as of

  Nov. 29

  	
   

  	
  December

  Activity

  	
   

  	
  2007 Dec.

  YTD Impact

  on EBITDA

  	
   

  	
  2008

  EBITDA

  	
   

  	
  2009

  EBITDA

  	
   

  	
   

  	
   

  
	
  Severance

  	
   

  	
  $

  	
  11,332

  	
   

  	
  $

  	
  (84

  	
  )

  	
  $

  	
  11,248

  	
   

  	
  $

  	
  3,180

  	
   

  	
  $

  	
  1,982

  	
   

  	
   

  	
   

  
	
  Retention Bonus

  	
   

  	
  4,841

  	
   

  	
  1,164

  	
   

  	
  6,005

  	
   

  	
  9,572

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payroll taxes

  	
   

  	
  1,474

  	
   

  	
  195

  	
   

  	
  1,669

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other severance costs

  	
   

  	
  34

  	
   

  	
  481

  	
   

  	
  515

  	
   

  	
  806

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Appb proxy solicitation legal expenses

  	
   

  	
  969

  	
   

  	
  —

  	
   

  	
  969

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Appb strategic alternatives legal and outside
  services

  	
   

  	
  26,030

  	
   

  	
  —

  	
   

  	
  26,030

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Board Fees (strategy committee)

  	
   

  	
  530

  	
   

  	
  —

  	
   

  	
  530

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  486

  	
   

  	
   

  	
   

  	
  486

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IHOP acquisition costs

  	
   

  	
  3,008

  	
   

  	
   

  	
   

  	
  3,008

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBITDA Impact

  	
   

  	
  $

  	
  48,704

  	
   

  	
  $

  	
  1,756

  	
   

  	
  $

  	
  50,460

  	
   

  	
  $

  	
  13,558

  	
   

  	
  $

  	
  1,982

  	
   

  	
  $

  	
  66,000

  	
   

  



 






(1) Excluding
costs relating to post-closing i efranchising of company-owned restaurants and
sale-leaseback of company-owned real property on which company-owned
restaurants are situated. 


 


(2) Excluding
expenses relating to shareholder compensation settlement that are incurred
following the closing date.