TO THE FINANCIAL INFORMATION AND OTHER
MATTERS COVERED BY THE E&Y INITIAL COMFORT LETTER ARE ACCURATE AND
(III) CONFIRMING IN ALL MATERIAL RESPECTS THE CONCLUSIONS AND FINDINGS SET FORTH
IN THE E&Y INITIAL COMFORT LETTER;
34
(III)
TO CAUSE TO BE FURNISHED TO THE INITIAL PURCHASER A LETTER OF FTI
CONSULTING, INC., IN FORM AND SUBSTANCE SATISFACTORY TO THE INITIAL PURCHASER,
ADDRESSED TO THE INITIAL PURCHASER AND DATED SUCH BRINGDOWN DATE (I) STATING, AS
OF SUCH BRINGDOWN DATE (OR, WITH RESPECT TO MATTERS INVOLVING CHANGES OR
DEVELOPMENTS SINCE THE RESPECTIVE DATES AS OF WHICH SPECIFIED INFORMATION IS
GIVEN IN THE OFFERING MEMORANDUM, AS OF A DATE NOT MORE THAN THREE BUSINESS DAYS
PRIOR TO SUCH BRINGDOWN DATE), THAT THE CONCLUSIONS, PROCEDURES AND FINDINGS OF
SUCH COMPANY WITH RESPECT TO THE INFORMATION AND OTHER MATTERS COVERED BY THE
INITIAL AUP LETTER ARE ACCURATE AND (II) CONFIRMING IN ALL MATERIAL RESPECTS THE
CONCLUSIONS, PROCEDURES AND FINDINGS SET FORTH IN THE INITIAL AUP LETTER;
(IV)
TO CAUSE SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, SPECIAL COUNSEL
TO THE CO-ISSUERS, TO FURNISH TO THE INITIAL PURCHASER A (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 GUARANTEED SECURITIES BY THE
CO-ISSUERS AND THE INITIAL RESALE OF THE GUARANTEED SECURITIES BY THE INITIAL
PURCHASER AND (B) THE CONFORMITY OF THE TRANSACTION DOCUMENTS (AS DEFINED
HEREIN) TO THE DESCRIPTIONS THEREOF AND CERTAIN TAX DISCLOSURES IN THE OFFERING
MEMORANDUM, IN A FORM TO BE AGREED REASONABLY BETWEEN APPLEBEE'S INTERNATIONAL
AND THE INITIAL PURCHASER, IN EACH CASE DATED AS OF SUCH BRINGDOWN DATE, AND
(V)
TO CAUSE TO BE FURNISHED TO THE INITIAL PURCHASER CERTIFICATES
WITH RESPECT TO SUCH BRINGDOWN DATE THAT ARE SUBSTANTIALLY SIMILAR TO THOSE TO
BE FURNISHED ON THE CLOSING DATE PURSUANT TO SECTIONS 5(AA), (BB), (CC) AND
(DD), EXCEPT THAT SUCH CERTIFICATES SHALL PERTAIN TO THE OFFERING MEMORANDUM
RATHER THAN THE DRAFT OFFERING MEMORANDUM, AND SHALL STATE THAT NOTHING HAS COME
TO EACH RELEVANT OFFICER'S ATTENTION THAT WOULD LEAD SUCH OFFICER TO BELIEVE
THAT THAT (A) THE OFFERING MEMORANDUM, AS OF SUCH BRINGDOWN 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;
(I)
TO CAUSE THE SENIOR EXECUTIVE OFFICERS OF IHOP, APPLEBEE'S AND
THE CO-ISSUERS (INCLUDING, WITHOUT LIMITATION, JULIA STEWART AND THOMAS
CONFORTI) TO BE AVAILABLE TO PARTICIPATE IN SUCH INVESTOR PRESENTATIONS AND
ROADSHOWS AS THE INITIAL PURCHASER MAY REASONABLY REQUEST IN CONNECTION WITH THE
RESALE OF THE GUARANTEED SECURITIES;
(J)
TO PROVIDE SUCH OTHER SUPPLEMENTAL MARKETING MATERIAL (THE
"SUPPLEMENTAL MATERIALS") AS MAY BE REASONABLY REQUESTED BY THE INITIAL
PURCHASER