Name:
Title:
APPLEBEE'S RESTAURANTS KANSAS
LLC, as Co-Issuer
By:
Name:
Title:
APPLEBEE'S RESTAURANTS MID-
ATLANTIC LLC, as Co-Issuer
By:
Name:
Title:
APPLEBEE'S RESTAURANTS
VERMONT, INC., as Co-Issuer
By:
Name:
Title:
B-7
[CONSENTED BY:](3)
LEHMAN COMMERCIAL PAPER INC.,
as Swingline Lender
By:
Name:
Title:
[·], as L/C Provider
By:
Name:
Title:
(3)
Note: Only if required by Section 9.17.
B-8
SCHEDULE I TO ASSIGNMENT
AND ASSUMPTION AGREEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as
Transferor
Advance Sub-Class:
[
]
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:
Facsimile:
Purchased Percentage of
Transferor's Commitment:
[
]%
Prior Commitment Amount:
$[
]
Revised Commitment Amount:
$[
]
Prior Maximum Investor Group
Principal Amount:
$[
]
B-9
Revised Maximum Investor
Group Principal Amount:
$[
]
Related Conduit Investor
(if applicable)
[
]
[
], as
related Funding Agent
Address:
Attention:
Telephone:
Facsimile:
B-10
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), if
applicable, 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(d) of the Series 2007-1 Class A-1 Note Purchase
Agreement, dated as of [November 29, 2007] (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the
"Series 2007-1 Class A-1 Note Purchase Agreement"; terms defined therein being
used herein as therein defined), among the Co-Issuers, the Conduit Investors,
Committed Note Purchasers and Funding Agents named therein, the L/C Provider and
Swingline Lender named therein, Applebee's Services, Inc., as Servicer, and
Lehman Commercial Paper Inc., as Class A-1 Administrative Agent (in such
capacity, the "Class A-1 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 2007-1 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 2007-1 Class A-1 Note Purchase Agreement, the
Series 2007-1 Class A-1 Advance Notes of the Advance Sub-Class identified on
Schedule I attached hereto and each other Transaction 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 this Investor Group Supplement