Exhibit 10.1


 


FIRST AMENDMENT

TO

SERIES A PERPETUAL PREFERRED STOCK PURCHASE AGREEMENT


 


This FIRST AMENDMENT TO SERIES
A PERPETUAL PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of November 29, 2007, is by and between
IHOP Corp., a Delaware corporation (the “Company”), and
MSD SBI, L.P., a Delaware limited partnership (the “Purchaser”).
Capitalized terms used but not defined in this Amendment have the respective
meanings set forth in the Purchase Agreement (as defined below).


 


WHEREAS, on July 15, 2007, the Company and the
Purchaser entered into the Series A Perpetual Preferred Stock Purchase
Agreement (the “Purchase Agreement”); and


 


WHEREAS, pursuant to Section 6.3 of the Purchase
Agreement, the parties desire to amend the Purchase Agreement as set forth in
this Amendment.


 


NOW, THEREFORE, in consideration of the foregoing
and the covenants and agreements contained in this Amendment, and intending to
be legally bound by this Amendment, each of the parties hereto hereby agrees as
follows:


 


ARTICLE I

AMENDMENTS


 


SECTION 1.1         Amendment
of Section 1.1. Section 1.1 of the Purchase Agreement is hereby amended by deleting
the reference therein to “133,800” and replacing it with “190,000”.


 


SECTION 1.2         Amendment
of Section 6.5. Section 6.5(a) of the Purchase Agreement is hereby amended
by deleting the reference therein to “One Million Three Hundred Thirty-Eight
Thousand United States Dollars ($1,338,000)” and replacing it with “One Million
Nine Hundred Thousand United States Dollars ($1,900,000)”.


 


SECTION 1.3         Replacement
of Exhibit A. Exhibit A to the Purchase Agreement is hereby deleted
in its entirety and replaced with the Exhibit A attached hereto.


 


ARTICLE
II

MISCELLANEOUS


 


SECTION 2.1         Effect
of Amendment. This Amendment shall not constitute an amendment or
modification of any provision of, or exhibit to, the Purchase Agreement not
expressly referred to in this Amendment. Except as expressly amended or
modified in this Amendment, the provisions of the Purchase Agreement are and
remain in full force and effect. On and after the date hereof, whenever the Purchase
Agreement is referred to in the Purchase Agreement or in any other agreement,
document or instrument, or any reference is made in the Purchase Agreement to “this
Agreement”, “herein”, “hereof”, “hereunder” or words of similar import, such
reference shall be deemed to be to the Purchase Agreement, as amended by this
Amendment.


 


SECTION 2.2         GOVERNING LAW. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH CONTRACTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK.


 

















 


SECTION 2.3         Severability.
If any provision of this Amendment 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 Amendment will be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision had never been
contained herein.


 


SECTION 2.4         Counterparts.
This Amendment 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]


 


2

















 


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


 


	
   

  	
  IHOP CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas G. Conforti

  	
   

  
	
   

  	
   

  	
  Name: Thomas G. Conforti

  	
   

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  	
   

  



 


[Signature Page to Perpetual Preferred Stock Purchase Agreement
Amendment]


 

















 


	
   

  	
  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
Amendment]


 

















 


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]


 


Exhibit A