<PAGE>   1
                                                                     [FFCA LOGO]
FRANCHISE FINANCE
CORPORATION OF AMERICA

                                 EXHIBIT 10(cc)


                                         November 13, 1997



VIA TELECOPY AND
----------------
AIRBORNE EXPRESS
----------------


Mr. William Niegsch
Max & Erma's Restaurants, Inc.
4849 Evanswood Drive
Columbus, Ohio 43329


Dear Bill:

    Max & Erma's Restaurants, Inc. ("Max & Erma's") has asked FFCA Acquisition
Corporation ("FFCA") to assist Max & Erma's in adding up to five (5) new Max &
Erma's restaurants to its system within the next 18 months. The land
underlying some or all of these new restaurant sites (the "Land") may be
purchased by FFCA and then leased to and developed by Max & Erma's pursuant to
FFCA's standard form build-to-suit sale-leaseback documentation wherein FFCA
purchases the Land, Max & Erma's then leases back the Land, develops the new
restaurant and related improvements thereon (the "Improvements") and FFCA funds
the cost of constructing the Improvements (collectively, a "Build-to-Suit
Sale-Leaseback Transaction"). Max & Erma's has also advised FFCA that
alternatively, some or all of these new restaurants may be existing
restaurants that would be acquired by Max & Erma's from third parties and then
sold to FFCA and leased back to Max & Erma's (an "Existing Store Sale-Leaseback
Transaction").

    Upon the acceptance of this commitment letter (the "Commitment") by Max &
Erma's, and the simultaneous acceptance of that certain refinance commitment of
this date from FFCA with respect to 9 sale-leasebacks (the "Refinance
Commitment"), FFCA commits to purchase and lease back to Max & Erma's up to five
(5) restaurant properties identified by Max & Erma's (individually, a "Property"
and collectively, the "Properties"'), all on the terms set forth in this
Commitment (individually, a "Transaction" and collectively, the "Transac-
tions").







<PAGE>   2


A. Basic Commitment Terms.
   -----------------------

Background:         This Commitment outlines certain basic terms and conditions
                    of the Transactions; however, it is not meant to define all
                    of the terms and conditions of the Transactions, which will
                    be set forth more fully in a separate term sheet (the "Term
                    Sheet") and the final documentation for each Transaction.
                    Each Transaction is subject, among other things, to the
                    approval by FFCA's in-house site review and valuation
                    department of each Property and its Purchase Price and,
                    where applicable, Development Price, the satisfaction of the
                    conditions outlined in this Commitment, and the receipt by
                    FFCA of all documents and other information requested by
                    FFCA and its counsel.

Acceptance:         Max & Erma's may accept this Commitment by signing and
                    returning a copy of this Commitment and delivering a check
                    for the Fee (as defined below) to FFCA within 10 days of the
                    date hereof.

Fee:                Max & Erma's shall pay FFCA a $15,000.00 fee for this
                    Commitment.

Refundability       Although the Fee shall be nonrefundable and fully earned
of Fee:             when received by FFCA, all or part of the Fee may be 
                    applied to the Property Commitment Fees as described in the
                    Property Commitment Fee Sections below. Notwithstanding
                    the foregoing, upon the expiration of the term of this
                    Commitment if the Fee has not been fully used and applied,
                    at the request of Max & Erma's FFCA shall either refund the
                    fee to Max & Erma's less only FFCA's out-of-pocket expenses
                    for Transactions that did not close, or it shall be applied
                    to any Fee owing under any renewal or extension of this
                    Commitment.

Transaction         Max & Erma's will notify FFCA as soon as Max & Erma's
Processing:         has identified a Property. Such notice shall include a copy
                    of the contract or option agreement (if applicable), a de-
                    scription of the Property (including the proposed or
                    existing, as appropriate, Improvements) and the proposed
                    Transaction, a detailed budget for the Improvements, if
                    applicable, and any other documents and information
                    available regarding the Property (the "Property Notice").
                    Upon receipt of the Property Notice, FFCA will prepare a
                    Term Sheet outlining the specific terms and conditions upon
                    which FFCA


                                     Page 2


<PAGE>   3

                    would be willing to enter into the Transaction. FFCA's in-
                    house site review and valuation department will not inspect
                    any Property identified by Max & Erma's until a Term Sheet
                    has been accepted by Max & Erma's. FFCA will not order a
                    title insurance commitment and phase I environmental
                    report or instruct its counsel to begin preparing any of the
                    documentation, until FFCA has approved the Property and FFCA
                    and Max & Erma's have agreed upon a Purchase Price and, if
                    applicable, Development Price.

Commitment Term:    The term of this Commitment shall commence on the date
                    this Commitment is accepted and automatically expire and be
                    of no further force or effect after April 30, 1999. Any
                    Property Notice received by FFCA after such date shall be
                    ineffective.

Transaction         Notwithstanding anything in this Commitment to the contrary,
Amounts:            the Purchase Price and, if applicable, the Development 
                    Price for each Property shall not exceed the sum of
                    $2,023,000.00 (inclusive of the Property Commitment Fee and
                    the financed closing costs).

Transaction Types:  Each of the Transactions shall be either an Existing Store
                    Sale-Leaseback Transaction or a Build-to-Suit Sale-Leaseback
                    Transaction.

Property Locations: All of the Properties shall be located in the United States
                    of America.

B. Basic Terms of Existing Store Sale-Leaseback Transaction.
   ---------------------------------------------------------

Property Commitment Max & Erma's shall pay FFCA a valuation underwriting
Fee:                and processing fee equal to one-half percent (1/2%) of the
                    sum of the Purchase Price. When Max & Erma's accepts the
                    Property Commitment, $3,000.00 of the Fee shall be applied
                    towards the Property Commitment Fee owing thereunder.
                    One-half of the balance of the Property Commitment Fee shall
                    be due upon Max & Erma's acceptance of the Property
                    Commitment; the balance of the Property Commitment Fee
                    shall be due at the Closing.

Documentation:      FFCA's counsel will submit to Max & Erma's FFCA's proposed 
                    form of existing store sale-leaseback documents for each
                    approved Existing Store Sale-Leaseback Transaction.


                                     Page 3

<PAGE>   4

Purchase Price:     The sum of (i) the fair market value of the Property, as 
                    determined by FFCA's in-house site inspection department,
                    (ii) the Property Commitment Fee, and (iii) any other trans-
                    action costs that may be agreed to by FFCA in its sole dis-
                    cretion.

Closing Costs:      Max & Erma's shall pay FFCA's in-house site inspection
                    expenses and reasonable attorneys' fees as well as the cost
                    of all environmental reports, Max & Erma's attorneys' fees,
                    and all other closing costs, including, without limitation,
                    all title insurance premiums, transfer taxes, stamp taxes,
                    transfer, escrow and recording fees, real estate taxes and
                    assessments, and survey fees. Notwithstanding the
                    foregoing, some or all of these costs may be financed in the
                    Purchase Price.

Lease Term:         Twenty (20) years with three (3) successive five-year 
                    extension options.

Base Annual Rental: From the date of the Closing through the tenth (10th) 
                    anniversary of the Closing, Base Annual Rental shall be the
                    sum of the current ten-year U.S. Treasury Note rate in ef-
                    fect 10 days prior to the date of the Closing initially
                    anticipated by FFCA (as determined by a letter from FFCA
                    to Max & Erma's) plus 3.35% times the Purchase Price, which
                    shall be payable in equal monthly installments on the first
                    day of each month. Commencing on the tenth (10th)
                    anniversary of the Closing and continuing through the
                    twentieth (20th) anniversary of the Closing, Base An- nual
                    Rental shall be the current 10-year U.S. Treasury Note in
                    effect 10 days prior to the tenth (1 0th) anniversary of the
                    Closing plus 3.35% times the Purchase Price.

Additional Rent:    Commencing on the second anniversary of the Closing and
                    continuing throughout the Lease Term (including all
                    extensions thereof), Max & Erma's shall be required to pay
                    as Additional Rent an amount equal to the product of (i) the
                    Base Annual Rental then in effect and (ii) the lesser of (A)
                    4.5% or (B) an amount equal to three (3) times the average
                    increase in the U.S. Consumer Price Index during the 
                    previous two (2) years prior to such date. Such Additional
                    Rent shall be payable in equal monthly installments and
                    shall be reset every other year thereafter based upon the
                    total payments of Base Annual Rental and Additional Rent


                                     Page 4

<PAGE>   5

                    payable under such Lease.

Extension Option    During any extension of the Lease Term, the lease shall
Rents:              continue in effect upon its original terms except the Base
                    Annual Rental shall be the Purchase Price times the current
                    5-year U.S. Treasury Note in effect 10 days prior to the 
                    expiration of the Lease Term.

Purchase Option:    Max & Erma's shall have the option during the ninety (90)
                    days immediately preceding the 10th, 15th and 20th anni-
                    versaries of the lease and, if applicable, during the
                    ninety-day periods immediately preceding the end of the
                    first, second and third extension terms, to purchase
                    the Property for greater of (i) its fair market value, or
                    (ii) FFCA's total in vestment in the Property.


C. Basic Terms of Build-to-Suit Sale-Leaseback Transactions.
   ---------------------------------------------------------

Basic Terms:        The basic terms and conditions for each Build-to-Suit 
                    Sale-Leaseback Transaction shall be the same as for the
                    Existing Store Sale-Leaseback Transaction, except as
                    otherwise set forth in this section.

Property            Upon Max & Erma's acceptance of each Property Commitment, 
Commitment Fee:     Max & Erma's shall pay FFCA an underwriting and processing 
                    fee equal to one percent (1%) of the sum of Purchase Price
                    and the Development Price.

Documentation:      FFCA's counsel will submit to Max & Erma's FFCA's proposed 
                    form of build-to-suit sale-leaseback transaction
                    documentation for each approved Build-to-Suit Sale-
                    Leaseback Transaction.

Purchase Price:     The Purchase Price of the Land shall be the sum of (i) the
                    fair market value of the Land, as such amount is determined
                    by FFCA's in-house site review and valuation department,
                    (ii) the Property Commitment Fee, and (iii) such other
                    transaction costs as FFCA may approve in its sole discre-
                    tion.

Closing Costs:      Max & Erma's shall pay extents FFCA's in-house site 
                    inspection and valuation expenses and attorneys' fees as
                    well as the cost of all environmental reports, Max & Erma's
                    attorneys' fees and all other closing costs, including,
                    without limita- 



                                     Page 5


<PAGE>   6

                    tion, all title insurance premextenums, transfer taxes,
                    stamp taxes, transfer, escrow and recording fees,
                    construction consultant fees, disbursement agent fees,
                    soil report expenses, real estate taxes and assessments,
                    and survey fees. Notwithstanding the foregoing, some or
                    all of these costs may be financed in the Purchase Price.

Lease Term:         Approximately Twenty (20) years and four (4) months with
                    three (3) successive five-year extension options.

Base Annual Rental: From the date of the Closing through the tenth (10th) 
                    anniversary of the Closing, Base Annual Rental shall be the
                    sum of the current ten-year U.S. Treasury Note rate in ef-
                    fect 10 days prior to the date of the Closing initially
                    anticipated by FFCA (as determined by a letter from FFCA
                    to Max & Erma's) plus 3.35% times the Purchase Price, which
                    shall be payable in equal monthly installments on the first
                    day of each month. Commencing on the tenth (l0th)
                    anniversary of the Closing and continuing through the
                    twentieth (20th) anniversary of the Closing, Base Annual
                    Rental shall be the current 10-year U.S. Treasury Note in
                    effect 10 days prior to the tenth (10th) anniversary of the
                    Closing plus 3.35% times the Purchase Price.

Additional Rent:    Commencing on the second anniversary of the Closing, Max & 
                    Erma's shall be required to pay as Additional Rent an amount
                    equal to the product of (i) the Base Annual Rental then
                    in effect and (ii) the lesser of (A) 4.5% or (B) an amount
                    equal to three (3) times the average increase in the U.S.
                    Consumer Price Index during the previous two (2) years prior
                    to such date. Such Additional Rent shall be payable in equal
                    monthly installments and shall be reset every other year
                    thereafter based upon the total payments of Base Annual
                    Rental and Additional Rent payable under such Lease.

Development Price:  After purchasing and leasing the Land at each Property
                    back to Max & Erma's, FFCA will agree to fund the cost to
                    construct the Improvements, as approved by FFCA in its sole
                    discretion.

Basic Construction  Max & Erma's, FFCA and Lawyers Title Insurance Corporation
Funding Terms:      (" Title Company") will enter into FFCA's standard form 
                    disbursement agreement wherein FFCA will agree to fund the
                    Development Price in progress payments through


                                     Page 6
<PAGE>   7
                    Title Company and Max & Erma's will agree to complete the
                    Improvements as provided therein.

D. Other Material Transaction Terms.
   ---------------------------------

Cross-Default:      The sale-leaseback agreements, leases, disbursement 
                    agreements and any other agreements between FFCA and Max &
                    Erma's with respect to the Transactions shall be cross-
                    defaulted with all other leases, loan agreements, notes,
                    mortgages, deeds of trust and other agreements now or here-
                    after entered into between (i) FFCA, Franchise Finance
                    Corporation of America or any of its other subsidiaries and
                    affiliates, on the one hand, and (ii) Max & Erma's or any
                    of its subsidiaries or affiliates, on the other hand.

Right-of-First      Max & Erma's shall afford FFCA the right to purchase and
Offer:              lease back each Property before Max & Erma's solicits or
                    considers offers from any other investor or lender.

E. Other Matters.
   --------------

    THE FOREGOING SUMMARY OF BASIC TERMS AND CONDITIONS IS NOT MEANT TO BE NOR
SHOULD IT BE CONSTRUED AS AN ATTEMPT TO DEFINE ALL OF THE TERMS AND CONDITIONS
REGARDING THE TRANSACTIONS. INSTEAD, IT IS INTENDED ONLY TO OUTLINE CERTAIN
BASIC POINTS OF THE BUSINESS UNDERSTANDING AROUND WHICH LEGAL DOCUMENTATION WILL
BE STRUCTURED. THE OUTLINED TERMS AND CONDITIONS ARE SUBJECT TO FINAL
DOCUMENTATION SATISFACTORY TO ALL PARTIES AND COMPLETE LEGAL REVIEW AND
APPROVAL OF ALL PERTINENT MATTERS.

    This Commitment and the Transactions contemplated hereby (i) shall be
subject to, in FFCA's sole judgment, there being no material adverse change in
Max & Erma's financial condition, (ii) shall not be assignable by Max & Erma's
or relied upon by any third party without the prior written consent of FFCA,
and (iii) shall be governed by the internal laws of the State of Arizona,
without giving effect to conflict of law principles. This Commitment may be
assigned by FFCA without the consent of Max & Erma's. Within forty-five days
following the end of each quarter during the Commitment Term, Max & Erma's shall
provide FFCA with Max & Erma's financial statements for the preceding quarter.
The closing of the purchase and lease transactions involved in any Transaction
are not severable and the closing of one shall be conditioned upon the closing
of the other. The sale, leaseback and, if applicable, Development Price cost
disbursement portions of each Transaction shall constitute a sale and "true
lease" and not a transaction creating a financing lease, equitable mortgage,
deed of trust, security agreement, trust agreement or other financing or trust
arrangement. This Commitment (i) su-

                                     Page 7
<PAGE>   8

persedes any previous discussions, agreements and/or proposal/commitment letters
relating to the Transactions, including, but not limited to, those certain 
commitment letters dated November 3, 1997 and November 10, 1997 and (ii) may
only be amended by a written agreement executed by FFCA and Max & Erma's. FFCA
reserves the right to cancel this Commitment in the event Max & Erma's has made
any misrepresentations or has withheld any information with regard to the
Transactions.

    ANY ACTION ARISING OUT OF THIS COMMITMENT SHALL BE PROSECUTED ONLY IN THE
STATE OR FEDERAL COURTS LOCATED IN THE STATE OF ARIZONA. FFCA AND MAX & ERMA'S
WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION
ARISING OUT OF THIS COMMITMENT. MAX & ERMA'S WAIVE ANY RIGHT IT HAS OR MAY
HAVE TO SEEK OR RECOVER FROM FFCA OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS
AND EMPLOYEES ANY AWARD OF SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES IN CONNECTION WITH ANY DEFAULT BY FFCA UNDER THIS COMMITMENT.

    Please indicate Max & Erma's acceptance of this Commitment by having a copy
of this Commitment signed and returned to FFCA to the attention of Michelle D.
Stewart, FFCA Acquisition Corporation, 17207 North Perimeter Drive,
Scottsdale, Arizona 85255, together with: a check for $15,000.00 payable to
"FFCA Acquisition Corporation"; an executed copy of the Refinance Commitment;
and a check in the amount required to be paid thereunder, within ten (10) days
from the date hereof or this Commitment will automatically expire.

                              FFCA Acquisition Corporation,
                              a Delaware corporation


                              /s/ Mark E. Wood
                              Mark E. Wood
                              Vice President, Corporate Finance


ACCEPTED AND AGREED TO on this 14th day of November, 1997.


Max & Erma's Restaurants, Inc.,
a Delaware corporation     


By /s/ William C. Niegsch, Jr.
  --------------------------------

Name William C. Niegsch, Jr.
    ------------------------------

Title Exec. V.P. & C.F.O
     -----------------------------






                                     Page 8
<PAGE>   9

                                   EXHIBIT A
                                   ---------


                                  TERM SHEET

    This Term Sheet is subject to the terms and conditions of that certain
commitment letter dated November 13, 1997, between FFCA Acquisition Corporation
("FFCA"), and Max & Erma's Restaurants, Inc. ("Max & Erma's") (the "Commitment
Letter"). In the event of any conflict between the provisions of the Commitment
Letter and the terms of this Term Sheet, the terms of the Commitment Letter
shall prevail. Any capitalized term used herein without definition shall have
the same meaning given in the Commitment Letter.


Date:
                                   ---------------------------------------------
Buyer/Lessor:                      FFCA.

Seller/Lessee:                     Max & Erma's.

Property Location:
                                   ---------------------------------------------

                                   ---------------------------------------------

Property Legal Description:        See attached Exhibit "A".
                                                ------------
Transaction Type (indicate one):       Existing Store Sale-Leaseback Transaction

                                   ----
                                       Build-to-Suit Sale-Leaseback Transaction
                                   ----

Property Commitment Fee:           $________  minus a portion of the Preferred
                                   Client Commitment Fee of
                                   $3,000.00 = $___________;
                                   $___________ is due upon execution of this 
                                   Term Sheet and $______________ is due at 
                                   the Closing.
Purchase Price:                    $
                                   ---------------------------------------------
[Development Price:                $                                           ]
                                   --------------------------------------------

Base Annual Rental:                See Commitment Letter.

Additional Rental :                See Commitment Letter.

Outside Closing Date:
                                   ---------------------------------------------






                                     Page 9

<PAGE>   10

    The Property [and] Purchase Price [and Development Price] referenced above
are subject to the approval of FFCA's in-house site inspection and valuation
department. FFCA will promptly notify Max & Erma's of the results of such
site inspection.

ACCEPTED AND AGREED TO this ____day of ________, 199__.

FFCA:                                        MAX & ERMA'S
FFCA ACQUISITION CORPORATION,                MAX & ERMA'S RESTAURANTS, INC.,
a Delaware corporation                       a Delaware corporation
By:                                          By:
   ----------------------------                 -----------------------------
Name:                                        Name:     
     --------------------------                   ---------------------------
Title:                                       Title: 
      -------------------------                    --------------------------



                                    Page 10