Exhibit 4.1
SUPPLEMENT NO. 2 TO THE BASE INDENTURE
AND
AMENDMENT NO. 1 TO THE SERIES 2007-1
SUPPLEMENT
SUPPLEMENT NO. 2,
dated as of June 19, 2008 (this “ Supplement ”), to
the Base Indenture, dated as of November 29, 2007 (as
supplemented by Supplement No. 1 thereto, dated as of
January 17, 2007, and as otherwise heretofore amended, the
“ Existing Base
Indenture ” and as amended by this Supplement, and
as the same may be further supplemented, amended or otherwise
modified and in effect from time to time, the “ Base Indenture ”),
by and among APPLEBEE’S ENTERPRISES LLC, a Delaware limited
liability company (the “ Master Issuer ”),
APPLEBEE’S IP LLC, a Delaware limited liability company (the
“ IP
Holder ”), and the Restaurant Holders identified
therein (together with the Master Issuer and the IP Holder, each, a
“ Co-Issuer ” and
collectively, the “ Co-Issuers ”), and
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as the indenture trustee (in such capacity, the
“ Indenture
Trustee ”), and AMENDMENT NO. 1, dated as of
June 19, 2008 (this “ Amendment ” and,
together with the Supplement, this “ Supplement and Amendment
”), to the Series 2007-1 Supplement, dated as of
November 29, 2007 (the “ Existing Series 2007-1
Supplement ” and as amended by this Amendment, and
as the same may be further supplemented, amended or otherwise
modified and in effect from time to time, the “ Series 2007-1
Supplement ”), by and among the Co-Issuers and the
Indenture Trustee.
R E C I T A
L S
WHEREAS, the
Co-Issuers and the Indenture Trustee have previously executed and
delivered the Existing Base Indenture for the issuance of multiple
Series of Notes pursuant to the related
Series Supplements (such capitalized terms and the other
capitalized terms used herein having the meanings assigned thereto
or incorporated by reference pursuant to Section 1.1
hereof);
WHEREAS, the
Co-Issuers and the Indenture Trustee have previously executed and
delivered the Existing Series 2007-1 Supplement for the
issuance of the Series 2007-1 Notes;
WHEREAS, the
Restaurant Holders, Applebee’s International, the Co-Issuers
and the Servicer closed a sale/leaseback transaction involving many
of the Company-Owned U.S. Restaurants (the “ SLB
Transaction ”) on June 13, 2008;
WHEREAS, the
Co-Issuers desire to apply a portion of the proceeds from the SLB
Transaction and certain other funds to repay (a) not less than
$320 million of the outstanding principal of the Series 2007-1
Class A-2-I Notes (the “ Pay-down Amount #1 Principal
Amount ”), together with accrued and unpaid interest
thereon (the “ Pay-down Amount #1 Interest Amount
” and, together with the Pay-down Amount #1 Principal Amount,
the “ Pay-down Amount #1 ”), as of the Payment
Dates occurring in June and July 2008, as applicable,
and, in any event, no later than the Payment Date occurring in
July 2008 and (b) the remaining balance of the
outstanding principal of the Series 2007-1 Class A-2-I
Notes on August 31, 2008 (the “ Pay-down Amount #2
Principal Amount ”), together with accrued and unpaid
interest thereon (the “ Pay-down Amount #2 Interest
Amount ” and, together with the Pay-down Amount #2
Principal Amount, the “ Pay-down Amount #2 ”
and, together with the Pay-down Amount #1, the “ Total
Pay-down Amount ”);
Applebee’s Supplemental
Indenture No. 2
WHEREAS, the
parties hereto desire to (i) supplement the Existing Base
Indenture and (ii) amend the Existing Series 2007-1
Supplement in the manner provided herein;
WHEREAS,
Section 8.2(a) of the Existing Base Indenture
permits the Co-Issuers and the Indenture Trustee to enter into a
supplement to the Existing Base Indenture subject to the written
consent of each Series Controlling Party and, with respect to
certain amendments, holders of the Series 2007-1
Class A-2-I Notes;
WHEREAS,
Section 7.10 of the Existing Series 2007-1
Supplement permits the Co-Issuers and the Indenture Trustee to
amend the Existing Series 2007-1 Supplement in accordance with
the terms of the Existing Base Indenture;
WHEREAS, the
Insurer identified on the signature pages hereof, in its
capacity as the Series Controlling Party with respect to the
Series 2007-1 Notes has delivered its written consent to this
Supplement and Amendment on the signature pages hereof;
and
WHEREAS, 100% of
the Holders of the Series 2007-1 Class A-2-I Notes have
delivered their written consent to this Supplement and Amendment
pursuant to a side letter delivered to the Co-Issuers, the Insurer
and the Indenture Trustee as of the date hereof.
NOW, THEREFORE, in
consideration of the foregoing, other good and valuable
consideration, and the mutual terms contained herein, the receipt
and sufficiency of which are hereby acknowledged by the parties
hereto, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Definitions . The capitalized terms used herein
(including the preamble and the recitals hereto) and not otherwise
defined herein shall have the meanings assigned thereto or
incorporated by reference pursuant to Section 1.1 of
the Existing Base Indenture.
ARTICLE II
AMENDMENTS
Section 2.1
Amendments to Appendix A (Definitions) of the Existing Base
Indenture .
(a)
The definition of “Series 2007-1 Class A-2-I
Initial Anticipated Repayment Date” set forth in Appendix
A (Definitions) to the Existing Base Indenture is hereby
amended by deleting the words shown below in strikethrough and
adding the words shown below in bold double underscore:
“ Series 2007-1 Class A-2-I
Initial Anticipated Repayment Date ”: The Payment
Date occurring in June August 31,
2008.
