First Amendment To Unsecured Credit Agreement

FIRST AMENDMENT TO UNSECURED CREDIT AGREEMENT


THIS First Amendment is made as of this 26th day of September, 1997 to that certain Unsecured Credit Agreement by and among Applebee's International, Inc., UMB Bank, n.a., NBD Bank and UMB Bank, n.a., as agent, dated as of February 1, 1995 (the "Agreement").


WHEREAS, Applebee's International, Inc., (hereinafter the"Company") has requested UMB Bank, n.a. ("UMB") and NBD Bank ("NBD") (UMB and NBD being sometimes collectively referred to herein as the "Banks") to extend the term of the Agreement from December 31, 1997 to December 31, 1998; and


WHEREAS, the Banks are willing to so extend the term of such Agreement.


NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties mutually agree as follows:


1. The definition of "Revolving Credit Maturity Date" set forth in Section 1.2 of the Agreement is hereby amended to mean December 31, 1998.


2. Exhibits D-1 and D-2 to the Agreement are also hereby amended to state the date for payment of sums payable thereon to be December 31, 1998 instead of December 31, 1997, and new notes as renewals of the existing notes evidenced by Exhibits D-1 and D-2 to the Agreement showing the December 31, 1998 maturity date shall be executed and delivered by the Company to the Banks as of the date of this Agreement.


3. All terms and conditions of the Agreement and all exhibits thereto not expressly amended hereby shall remain in full force and effect as if this First Amendment to the Agreement had not been executed.


4. Statutory Statement. (Mo. Rev. Stat. ss. 432.045)


ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING PAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT THE COMPANY AND THE BANKS FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING AND THE DOCUMENTS REFERRED TO HEREIN, WHICH ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.


5. NOTICE. THIS AGREEMENT IS THE FINAL EXPRESSION OF THE CREDIT AGREEMENT BETWEEN THE BORROWER (THE COMPANY) AND THE BANKS, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL CREDIT AGREEMENT BETWEEN THE BORROWER (THE COMPANY) AND THE BANKS. IF THERE ARE ANY ADDITIONAL TERMS, THEY ARE REDUCED TO WRITING AS FOLLOWS: _________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________


I/WE AFFIRM THAT NO UNWRITTEN ORAL AGREEMENT EXISTS BETWEEN THE BORROWER (THE COMPANY) AND THE BANKS.


BANKS BORROWER (THE COMPANY)
UMB BANK, n.a. Applebee's International, Inc.


By: /s/ Terry Dierks By: /s/ George D. Shadid
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NBD Bank


By: /s/ Thomas A. Levasseur
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers duly authorized as of the date first written above.


APPLEBEE'S INTERNATIONAL, INC.


By: /s/ George D. Shadid
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UMB Bank, n.a. NBD Bank Individually and as Agent


By: /s/ Terry Dierks By: /s/ Thomas A. Levasseur
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2
EXHIBIT D-1


MASTER REVOLVING CREDIT NOTE


$12,000,000.00 and Interest September 26, 1997


PAYMENTS, DISBURSEMENTS AND INTEREST


FOR VALUE RECEIVED, the undersigned promises to pay to the order of the UMB Bank, n.a., Kansas City, Missouri (hereinafter called "Bank"), at its main office, on December 31, 1998 the principal sum of Twelve Million and no/100 Dollars ($12,000,000.00) or such other lesser amount as shall be noted on the Schedule of Disbursements and Payments of Principal and Interest included herein or attached hereto pursuant ...