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AMENDED AND RESTATED BYLAWS

                                                             OF

                                        PANCAKE SUPPLY CHAIN CO-OP, INC.


                                                        ARTICLE I

                                               Offices and Business Purpose

                       Section 1.1. Registered Office.  The registered office of Pancake Supply Chain Co-op, Inc.
               (the “Co-op”) shall be in the City of Wilmington, County of New Castle, State of Delaware, until
               altered as provided by law.

                       Section 1.2. Principal Office.  The principal office of the Co-op shall be in Lenexa, Kansas
               until altered by the Board of Directors.

                       Section 1.3. Other Offices.  The Co-op may maintain other offices within or without the
               state where it is registered and principal offices are located, as the Board of Directors may from time
               to time establish.

                       Section 1.4. Business.  The Co-op shall conduct a supply chain program for its members
               through Centralized Supply Chain Services, LLC, a Delaware limited liability company (“CSCS”)
               and as otherwise necessary and advisable in order to provide its members with the lowest possible
               store delivered costs for food, beverages, packaging and supplies, and related services (“Goods”),
               equipment and related services  (“Equipment”)  and  distribution of Goods and Equipment
               (“Distribution Services”).

                                                       ARTICLE II

                                                         Members

                       Section 2.1. Member Eligibility.  The following persons, firms or entities shall be eligible to
               be members in the Co-op:  (a) each sole proprietor, partnership, corporation, limited liability
               company or other entity who is or becomes an IHOP franchisee, subfranchisee, or licensee of IHOP
               Franchising LLC, a Delaware limited liability company or its successors, assigns, affiliates, or related
               companies (“IHOP Franchising”); and (b) International House of Pancakes, LLC (“IHOP Servicing”)
               and its affiliates and their successors as operators of IHOP outlets.

                       Section 2.2. Membership Requirements.  Each person, firm or entity which is eligible to be
               a member in the Co-op shall be a member in the Co-op when and if that person, firm or entity: (a)
               purchases one share of the Co-op’s common stock (“Common Stock”); and (b) agrees to abide by the
               terms and commitments set forth in these Bylaws, as amended from time to time.


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