TO THE
INITIAL PURCHASER, ADDRESSED TO THE INITIAL PURCHASER AND DATED THE INITIAL
DATE, (I) CONCERNING THE ACCOUNTING, FINANCIAL AND CERTAIN OF THE STATISTICAL
INFORMATION WITH RESPECT TO THE PARENT COMPANIES AND THE CO-ISSUERS SET FORTH IN
THE OFFERING MEMORANDUM AND (II) COVERING SUCH OTHER MATTERS AS ARE ORDINARILY
COVERED BY ACCOUNTANTS' "COMFORT LETTERS" TO INITIAL PURCHASERS IN CONNECTION
WITH SUCH OFFERINGS OF SECURITIES;
(II)
TO CAUSE TO BE FURNISHED TO THE INITIAL PURCHASER A LETTER (THE
"INITIAL AUP LETTER") OF FTI CONSULTING, INC., ADDRESSED TO THE INITIAL
PURCHASER AND DATED THE INITIAL DATE, IN FORM AND SUBSTANCE SATISFACTORY TO THE
INITIAL PURCHASER, CONCERNING CERTAIN AGREED-UPON PROCEDURES PERFORMED IN
RESPECT OF THE INFORMATION PRESENTED IN THE PRELIMINARY MARKETING MATERIALS, THE
SUPPLEMENTAL MATERIALS (IF ANY), THE OFFERING MEMORANDUM AND THE INVESTOR MODEL
RUNS;
(III)
TO CAUSE SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, SPECIAL
COUNSEL TO THE CO-ISSUERS, TO FURNISH TO THE INITIAL PURCHASER (1) A "10B-5"
DISCLOSURE LETTER, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT 4 AND
(2) CUSTOMARY OPINIONS WITH RESPECT TO (A) THE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF THE OFFER AND SALE OF THE SECURITIES BY THE CO-ISSUERS AND
THE INITIAL RESALE OF THE SECURITIES BY THE INITIAL PURCHASER AND (B) THE
CONFORMITY OF THE TRANSACTION DOCUMENTS (AS DEFINED
27
HEREIN) TO THE DESCRIPTIONS THEREOF AND CERTAIN TAX DISCLOSURES IN THE OFFERING
MEMORANDUM, IN A FORM TO BE AGREED REASONABLY BETWEEN IHOP AND THE INITIAL
PURCHASER, IN EACH CASE, DATED AS OF THE INITIAL DATE; AND
(IV)
TO CAUSE TO BE FURNISHED TO THE INITIAL PURCHASER CERTIFICATES
WITH RESPECT TO THE INITIAL DATE THAT ARE SUBSTANTIALLY SIMILAR TO THOSE TO BE
FURNISHED ON THE CLOSING DATE PURSUANT TO SECTIONS 5(S), (T), AND (U), EXCEPT
THAT SUCH CERTIFICATES SHALL PERTAIN TO THE OFFERING MEMORANDUM RATHER THAN THE
DRAFT OFFERING MEMORANDUM, AND SHALL STATE THAT THE RELEVANT OFFICER HAS NO
REASON TO BELIEVE THAT (A) THE OFFERING MEMORANDUM, AS OF THE INITIAL DATE,
INCLUDED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR (B) SINCE THE DATE
OF THE OFFERING MEMORANDUM, ANY EVENT HAS OCCURRED WHICH SHOULD HAVE BEEN SET
FORTH IN A SUPPLEMENT OR AMENDMENT TO THE OFFERING MEMORANDUM;
(C)
IF THE EXEMPT RESALES OF THE SECURITIES BY THE INITIAL PURCHASER
AS CONTEMPLATED BY THIS AGREEMENT HAS NOT BEEN COMPLETED BY THE DATE ON WHICH
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR IHOP ARE NO LONGER ABLE TO
DELIVER A COMFORT LETTER WITH RESPECT TO THE FINANCIAL INFORMATION FOR THE
QUARTER ENDED SEPTEMBER 30, 2007 CONTAINED IN THE OFFERING MEMORANDUM, TO
PROVIDE, AS SOON AS PRACTICABLE AFTER THE FILING OF IHOP'S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007, AN UPDATED VERSION OF THE
OFFERING MEMORANDUM, (I) WHICH SHALL NOT INCLUDE ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT