[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
         -------------

        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
                                           --------------------------------
                                        Name: John T. Walker
                                             ------------------------------
                                        Its: Executive Vice President
                                            -------------------------------

                                    Date:           June 30, 1999
                                         ----------------------------------



Mr. Robert Gentz
June 30, 1999
Page 4

                          BORROWER'S ACCEPTANCE



                                      DENAM, INC., a Delaware corporation

                                      By:
                                         ----------------------------------
                                         Robert J. Gentz, Vice-President

                                      Date:
                                           --------------------------------