Exhibit 4.1
SUPPLEMENT NO. 4 TO BASE INDENTURE
SUPPLEMENT NO. 4, dated as of June 9, 2008
(this “ Supplement ”), to the Base
Indenture, dated as of March 16, 2007 (as supplemented by
Supplement No. 1 thereto, dated as of November 28, 2007,
and Supplement No. 2 thereto, dated as of January 17,
2008, and Supplement No. 3 thereto, dated as of April 25,
2008, 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 IHOP FRANCHISING, LLC,
a Delaware limited liability company, as the issuer (the “
Issuer ”), IHOP
IP, LLC, a Delaware limited liability company, as the co-issuer
(the “ Co-Issuer ” and, together
with the Issuer, the “ Co-Issuers ”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association,
as the indenture trustee (in such capacity, the “
Indenture Trustee
”).
R E C I
T A L S
WHEREAS, the parties hereto desire to amend and
supplement the Existing Base Indenture in the manner provided
herein; and
WHEREAS, Section 8.2 of the
Existing Base Indenture permits the Co-Issuers and the Indenture
Trustee to enter into a supplement to the Existing Base Indenture
with respect to certain matters without the consent of the
Noteholders (other than with respect to certain matters set forth
therein) subject to (i) the written consent of each
Series Controlling Party and (ii) written confirmation by
each Rating Agency that such action will not have an adverse effect
on the ratings of any Notes (without giving effect to any Insurance
Policy).
WHEREAS, the Series Controlling Party in
respect of the Series 2007-3 Notes has delivered its written
consent to this Supplement pursuant to a side letter delivered to
the Co-Issuers, the Series Insurer in respect of the
Series 2007-1 Notes and Series 2007-2 Notes 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
Amendment to Section 5.1(a) of the Existing Base
Indenture .
