[Letterhead of CNL Fund Advisors, Inc.]
June 30, 1999
Mr. Robert Gentz
DenAmerica Corp.
7373 North Scottsdale Road, D-120
Scottsdale, Arizona 85253
Re: Total Cumulative Loan Not to Exceed $17,100,000.00 to be
secured by approximately thirty-two (32) Denny's restaurants
located in Texas, Arizona, Colorado, Idaho, Utah, Missouri,
Oklahoma, Louisiana, Arkansas, and Florida
Dear Mr. Gentz:
This letter shall serve to modify certain terms and provisions of that
certain Commitment Letter dated April 14, 1999 ("Commitment") originally
issued by CNL Financial Services, Inc., as assigned to CNL APF Partners, LP
("Lender") to DenAm, Inc., a Delaware corporation ("Borrower").
1. Paragraph 3 of the Commitment is hereby amended to reflect that the
interest rate on the Loan shall accrue at a fixed rate per annum established
on the day of closing equal to five hundred fifty-nine (559) basis points
over the Applicable Treasury Rate.
2. Paragraph 8 of the Commitment is hereby amended to reflect that the
Loan will be secured by a first priority leasehold mortgage and security
interest in thirty-two Denny's restaurants.
3. Paragraph 13 of the Commitment is hereby deleted in its entirety and
replaced with the following:
CROSS-DEFAULT
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A default in the Loan contemplated by this commitment shall
constitute a default in all of Borrower's other loans with Lender.
A default in any of Borrower's other loans with Lender or under any
commitment and/or loan made by any lending institution with the
amount in controversy exceeding $25,000.00 shall constitute a default
in the Loan contemplated by this commitment. In the event of any
default of the Loan or other loans covered by this "cross-default"
provision, Lender shall be entitled to the Default Interest Rate
during the term of any Loan default, and any of Borrower's monies
deposited with Lender shall be immediately and irrevocably assigned
to Lender to apply to the obligations in any manner Lender deems
necessary. The Loan
Mr. Robert Gentz
June 30, 1999
Page 2
Documents shall provide that the mortgage shall secure the prompt and
timely delivery of any promissory or other notes from Borrower to
Lender. Notwithstanding the foregoing, the cross-default and related
cross-collateralization provisions of the Loan Documents shall not
apply to any related party loans outside of a given single loan pool
within the loan securitization financing structure of the holder of
the Loan.
4. Paragraph 33D of the Commitment is hereby amended to reflect that
expiration of the commitment is extended through August 31, 1999.
5. Paragraph 34C of the Commitment is hereby deleted in its entirety
and replaced with the following:
During such time as Borrower is not meeting EBITDAR FCCR as set forth
in paragraph 9 of this Commitment and/or Borrower is (i) in default
with any third party vendor and the amount in controversy is in
excess of $25,000.00 or (ii) in default under the Loan, Borrower
shall be required to obtain Lender's prior written consent to any of
the following: paying cash dividends on capital stock, repurchasing
shares of capital stock, making any preferred return payments, making
any loans, distributions or advances of any type, and incurring
additional indebtedness which is not specifically related to the
acquisition or development of Denny's restaurant units. Failure of
Borrower to obtain Lender's prior written consent to any of the above
shall constitute a default under the Loan Documents entitling Lender
to any and all available remedies.
6. Paragraph 34S of the Commitment is hereby deleted in its entirety
and replaced with the following:
If, during the term of the Loan, Lender becomes aware of Borrower's
failure to make timely payment of ad valorem real or personal
property taxes due on any portion of the Mortgaged Premises serving
as collateral for the Loan or on any real or personal property which
is collateral for any loan or the subject of any lease between
Borrower and Lender or one of Lender's affiliates and such default
is not cured by Borrower within fifteen (15) days of notice by Lender
to Borrower, then Borrower shall in connection with the next monthly
payment of principal and interest due under the Note and in
connection with each monthly payment of principal and interest due
thereafter escrow an
Mr. Robert Gentz
June 30, 1999
Page 3
amount sufficient to enable Lender to pay ad valorem and real
property taxes as they become due on the Mortgaged Premises.
7. Except as amended herein, the commitment shall remain in full force
and effect, unamended.
Please indicate your consent to the Amendment to the Commitment as set
forth herein by having the original counterpart of this letter properly
executed in the space provided below by an authorized signatory and return a
fully-executed counterpart to us at the address noted above.
Sincerely yours,
CNL APF PARTNERS, LP, a Delaware limited
partnership
BY: CNL APF GP Corp., a Delaware
corporation, as general partner
By: /s/ John T. Walker
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Name: John T. Walker
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Its: Executive Vice President
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Date: June 30, 1999
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Mr. Robert Gentz
June 30, 1999
Page 4
BORROWER'S ACCEPTANCE
DENAM, INC., a Delaware corporation
By:
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Robert J. Gentz, Vice-President
Date:
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