Exhibit 10.20
AMENDMENT NO. 1 TO
GUARANTY
AMENDMENT NO. 1,
dated as of November 28, 2007 (this “ Amendment
”), to the Guaranty, made and entered into as of
March 16, 2007 (as amended by this Amendment, and as the same
may be further amended, amended and restated or otherwise modified
from time to time, the “ Guaranty ”), by IHOP
Corp., a Delaware corporation, as the guarantor (in such capacity,
the “ Guarantor ”), in favor of IHOP HOLDINGS
LLC, a Delaware limited liability company, as the beneficiary (in
such capacity, the “ Beneficiary ”).
R E C I T A
L S
WHEREAS, the
Guarantor previously executed and delivered the Guaranty in favor
of the Beneficiary, pursuant to which the Guarantor guarantees the
obligations of International House of Pancakes, Inc., a
Delaware corporation, as seller (the “ Seller
”), under the Asset Sale Agreement, dated as of
March 16, 2007 (as the same may be amended, amended and
restated or otherwise modified from time to time, the “
Asset Sale Agreement ”), by and between the Seller and
IHOP Holdings, LLC, a Delaware limited liability company, as
purchaser (the “ Purchaser ”), in the manner
provided therein and subject to the terms thereof;
WHEREAS, the
Guarantor, CHLH Corp., a Delaware corporation that is a
wholly-owned subsidiary of IHOP Corp. (the “ Merger
Subsidiary ”), and Applebee’s
International, Inc., a Delaware corporation (“
Applebee’s ”), have previously executed and
delivered an Agreement and Plan of Merger, dated July 15, 2007
(as the same may be amended or otherwise modified from time to
time, the “ Merger Agreement ”), pursuant to
which the Merger Subsidiary will be merged into Applebee’s
such that Applebee’s will be a direct, wholly-owned
subsidiary of the Guarantor following the consummation of the
transactions contemplated by the Merger Agreement;
WHEREAS, on or
after the date hereof, the Guarantor may enter into the
documentation (the “ Securitization Bridge
Documentation ”) relating to the securitization bridge
financing (the “ Securitization Bridge Financing
”) to be made available by Lehman Brothers Commercial Bank
(“ LBCB ”) and Lehman Commercial Paper Inc.
(“ LCPI ”) as the initial securitization bridge
lenders (the “ Initial Securitization Bridge Lenders
” and, together with the additional securitization bridge
lenders identified by the Initial Securitization Bridge Lenders
from time to time, the “ Securitization Bridge Lenders
”) to, among other things, finance the transactions
contemplated by the Merger Agreement;
WHEREAS, on or
after the date hereof, Applebee’s is expected to securitize
certain assets (the “ Applebee’s Securitization
”) by transferring such assets through one or more
subsidiaries to multiple newly formed, special purpose limited
liability companies and corporations that will pledge such assets
as collateral under a master indenture pursuant to which such
limited liability companies and corporations will co-issue one or
more series of notes to raise proceeds for purposes of, among other
things, (i) the repayment of the Securitization Bridge
Financing (if the Securitization Bridge
1
Financing is
consummated) or (ii) directly financing the transactions
contemplated by the Merger Agreement (if the Securitization Bridge
Financing is not consummated);
WHEREAS, on or
after the date hereof, the Co-Issuers, the Indenture Trustee and
Financial Guaranty Insurance Company, a New York stock insurance
company, not in its individual capacity but solely as the
Series Insurer (such capitalized terms and the other
capitalized terms used and not defined herein having the meanings
assigned thereto pursuant to Section 1.1 hereof) thereunder,
shall execute and deliver the Series Supplement (the “
Series 2007-3 Supplement ”) for the
Series 2007-3 Fixed Rate Term Notes (the “
Series 2007-3 Notes ”) pursuant to the Base
Indenture, dated as of March 16, 2007 (as supplemented by the
Supplement No. 1 thereto, dated as of November 28, 2007,
and as the same may be further supplemented, amended or otherwise
modified and in effect from time to time, the “
Indenture ”), which Series 2007-3 Notes are being
issued to raise proceeds for purposes of, among other things,
(i) the repayment of the Securitization Bridge Financing (if
the Securitization Bridge Financing is consummated) or
(ii) directly financing the transactions contemplated by the
Merger Agreement (if the Securitization Bridge Financing is not
consummated); and
WHEREAS, in
connection with (i) the Securitization Bridge Financing,
(ii) the Applebee’s Securitization and (iii) the
Series 2007-3 Notes, the parties hereto desire to amend the
Guaranty in the manner provided in this Amendment.
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
undersigned, 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 in the Guaranty.
ARTICLE II
AMENDMENTS
Section 2.1
Amendment to Section 3.3 of the Guaranty .
Section 3.3 of the Guaranty is hereby amended and restated in
its entirety to read as follows:
“None of the Guarantor,
IHOP, Inc., Applebee’s International, Inc., a
Delaware corporation (“ Applebee’s ”), or
their respective Affiliates shall incur Debt (including, but not
limited to, guaranties or pledges of its property) other than
(a) with respect to the Guarantor, IHOP, Inc.,
Applebee’s and their respective Affiliates, but excluding the
Securitization Entities (as such term is defined in the Indenture)
(referred to herein as the “ IHOP Securitization
Entities ”) and the special purpose vehicles established
by Applebee’s (the “ Applebee’s Securitization
Entities �
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