THIS DEBENTURE IS SUBJECT TO THE PROVISIONS OF THE CNL/PARIBAS INTERCREDITOR
AGREEMENT OF EVEN DATE HEREWITH BETWEEN BANQUE PARIBAS, AS AGENT, AND THE HOLDER
OF THIS DEBENTURE.
THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS
NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS SPECIFIED IN SECTION 14 OF THE LOAN
AND SECURITY AGREEMENT REFERRED TO HEREIN.
DENAMERICA CORP.
Scottsdale, Arizona
September 30, 1997
5-YEAR 5% CONVERTIBLE REDEEMABLE DEBENTURE
DENAMERICA CORP., a Georgia corporation (the "Corporation"), whose
address is 7373 North Scottsdale Road, Suite D-120, Scottsdale, Arizona 85253,
for value received, promises to pay to the order of CNL GROWTH CORP., a Florida
corporation, as agent for Denwest Foods, Ltd, a Florida limited partnership, and
Denwest Foods II, Ltd., a Florida limited partnership, or registered assigns,
the principal sum of FOUR MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS
($4,400,000.00), and to pay interest on such principal sum at the rate of five
percent (5%) per annum quarterly on the 30th day of December, March, June and
September of each year, computed from the date first written above.
This Debenture is being delivered pursuant to that certain Loan and
Security Agreement entered into as of the 30th day of September, 1997 (the "Loan
and Security Agreement"), by and between DenAmerica Corp., a Georgia
corporation; CNL Growth Corp., a Florida corporation, as agent for CNL Income &
Growth Fund, Ltd., a Florida limited partnership, CNL Income & Growth Fund II,
Ltd., a Florida limited partnership, Denglass Restaurants Real Estate Joint
Venture, a Florida general partnership, Denwest Foods, Ltd., a Florida limited
partnership, and Denwest Foods II, Ltd., a Florida limited partnership; MidSouth
Foods, I, Ltd., a Florida limited partnership; and MidSouth Foods II, Ltd., a
Florida limited partnership.
If any payment of interest due hereunder becomes due and payable on a
day which is not a Business Day (as defined in the Loan and Security Agreement),
the due date thereof shall be the next preceding day which is a Business Day,
and the interest payable on such next preceding Business Day shall be the
interest which would otherwise have been payable on the due date which was not a
Business Day.
Payments of principal and interest shall be made in lawful money of the
United States of America at 400 East South Street, Suite 500, Orlando, Florida
32801, or at such other place as the holder hereof shall have designated for
such purpose to the Corporation in writing, and may be paid by check mailed, or
shall be made by wire transfer, all as provided in the Loan and Security
Agreement, to the address or account designated by the holder hereof for such
purpose.
The Corporation and the holder of this Debenture are subject to the
provisions of, and are entitled to the benefits of, the Loan and Security
Agreement. In addition, this Debenture is transferable only upon the terms and
conditions specified in the Loan and Security Agreement.
In case an Event of Default (as defined in the Loan and Security
Agreement) shall occur and be continuing, the principal of this Debenture may be
declared due and payable in the manner and with the effect provided in the Loan
and Security Agreement.
No reference herein to the Loan and Security Agreement and no provision
hereof or thereof shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal hereof and interest hereon
at the respective times and places specified herein and in the Loan and Security
Agreement.
This Debenture shall be construed and enforced in accordance with and
governed by the laws of the State of Florida (other than any conflict of laws
rules which might result in the application of the laws of any other
jurisdiction).
IN WITNESS WHEREOF, a duly authorized officer of the Corporation has
executed this Debenture as of the date first written above.
DENAMERICA CORP., a Georgia
corporation
By: /s/ Robert J. Gentz
----------------------------
Name: Robert J. Gentz
--------------------------
Title: Sr. Vice President
-------------------------
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STATE OF ARIZONA
COUNTY OF Maricopa
The foregoing instrument was acknowledged before me this 30th day of
September, 1997, by Robert J. Gentz, as the Sr. vice President of DENAMERICA
CORP., a Georgia corporation, on behalf of the corporation, who is personally
known to me or has produced Florida DL # G532-770-49-415-0 as identification.
/s/ Nancy G. Houston
-----------------------------------
(NOTARY SEAL) Notary Public, State of Arizona
Name: Nancy G. Houston
OFFICIAL SEAL Notary Commission No. _____________
NANCY G. HOUSTON My Commission Expires: 7-20-2000
NOTARY PUBLIC - STATE OF ARIZONA
MARICOPA COUNTY
My Comm. Expires 7/20/00
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