By:
Name:
Title:
By:
Name:
Title:
[
], as Acquiring
Committed Note Purchaser
By:
Name:
Title:
[
], as Funding Agent By:
Name:
Title:
B-4
CONSENTED AND ACKNOWLEDGED BY THE CO-ISSUERS:
APPLEBEE'S FUNDING LLC,
as a Co-Issuer
By:
Name:
Title:
IHOP FUNDING LLC,
as a Co-Issuer
By:
Name:
Title:
B-5
CONSENTED BY: BARCLAYS BANK PLC, as Swingline Lender By:
Name:
Title:
BARCLAYS BANK PLC, as L/C Provider By:
Name:
Title:
B-6
SCHEDULE I TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as Transferor
Prior Commitment Amount:
$ [
]
Revised Commitment Amount:
$ [
]
Prior Maximum Investor Group Principal Amount:
$ [
]
Revised Maximum Investor Group Principal Amount:
$ [
]
Related Conduit Investor (if applicable)
[
]
[
], as
Acquiring Committed Note Purchaser Address:
Attention:
Telephone:
Email:
Purchased Percentage of Transferor's Commitment:
[
]%
Prior Commitment Amount:
$ [
]
Revised Commitment Amount:
$ [
]
Prior Maximum Investor Group Principal Amount:
$ [
]
B-7
Revised Maximum Investor Group Principal Amount:
$ [
]
Related Conduit Investor (if applicable)
[
]
[
], as related Funding Agent
Address:
Attention:
Telephone:
Email:
B-8
EXHIBIT C TO CLASS A-1
NOTE PURCHASE AGREEMENT
INVESTOR GROUP SUPPLEMENT, dated as of [
], among (i)
[
] (the "Transferor Investor Group"), (ii)
[
] (the "Acquiring Investor Group"), (iii) the Funding Agent
with respect to the Acquiring Investor Group listed on the signature pages
hereof (each, a "Funding Agent"), and (iv) the Co-Issuers, the Swingline Lender
and the L/C Provider listed on the signature pages hereof.
W I T N E S S E T H:
WHEREAS, this Investor Group Supplement is being executed and delivered in
accordance with Section 9.17(c) of that certain Series 2018-1 Class A-1 Note
Purchase Agreement, dated as of September 5, 2018 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the "Series 2018-1
Class A-1 Note Purchase Agreement"; terms defined therein being used herein as
therein defined) among Applebee's Funding LLC and IHOP Funding LLC, as
Co-Issuers, the Guarantors party thereto Dine Brands Global, Inc., as the
Manager, the Conduit Investors, the Committed Note Purchasers for each Investor
Group, the Funding Agents and Barclays Bank PLC, as L/C Provider, Swingline
Lender and Administrative Agent.;
WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and
[a] Committed Note Purchaser[s] with respect to such Conduit Investor under the
Series 2018-1 Class A-1 Note Purchase Agreement; and
WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring
Investor Group [all] [a portion of] its respective rights, obligations and
commitments under the Series 2018-1 Class A-1 Note Purchase Agreement, the
Series 2018-1 Class A-1 Advance Notes and each other Related Document to which
it is a party with respect to the percentage of its Commitment Amount specified
on Schedule I attached hereto;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of