<PAGE>
-------------------------------------------------------------------------------




                        ADVANTICA RESTAURANT GROUP, INC.
                                       AND
                             DENNY'S HOLDINGS, INC.,
                                   AS ISSUERS


                                       AND


                         U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE


                                    INDENTURE


                          DATED AS OF JANUARY [ ], 2002


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

                                      [$ ]

                           [ ]% SENIOR NOTES DUE 2007



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



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>
PARTIES...........................................................................................................1

RECITALS
         Authorization Of Indenture...............................................................................1
         Form Of Face Of Security.................................................................................1
         Form Of Reverse Of Security..............................................................................3
         Form Of Trustee's Certificate Of Authentication..........................................................7
         Compliance With Legal Requirements.......................................................................7
         Purpose Of And Consideration For Indenture...............................................................7

                                   ARTICLE ONE
                                   DEFINITIONS

SECTION 1.1       Certain Terms Defined                                                                           8

                                   ARTICLE TWO
              ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

SECTION 2.1       Authentication and Delivery of Securities                                                      18

SECTION 2.2       Execution of Securities                                                                        18

SECTION 2.3       Certificate of Authentication                                                                  19

SECTION 2.4       Form, Denomination and Date of Securities; Payments of Interest                                19

SECTION 2.5       Registration, Transfer and Exchange                                                            20

SECTION 2.6       Mutilated, Defaced, Destroyed, Lost and Stolen Securities                                      20

SECTION 2.7       Cancellation of Securities; Destruction Thereof                                                21

SECTION 2.8       Temporary Securities                                                                           21

                                  ARTICLE THREE
                    COVENANTS OF THE ISSUERS AND THE TRUSTEE

SECTION 3.1       Payment of Principal and Interest                                                              22

SECTION 3.2       Offices for Payments, etc.                                                                     22

SECTION 3.3       Appointment to Fill a Vacancy in Office of Trustee                                             22

SECTION 3.4       Paying Agents                                                                                  22

SECTION 3.5       Certificates to Trustee                                                                        23

SECTION 3.6       Securityholder Lists                                                                           23

SECTION 3.7       Reports by the Issuers                                                                         23

SECTION 3.8       Reports by the Trustee                                                                         24

SECTION 3.9       Limitation on Restricted Payments                                                              24

SECTION 3.10       Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries                 27
</TABLE>


                                       i
<PAGE>


<TABLE>
<S>                                                                                                             <C>
SECTION 3.11       Limitation on Additional Indebtedness and Issuance of Disqualified Stock                      27

SECTION 3.12       Limitation on Transactions with Affiliates                                                    29

SECTION 3.13       Limitation on Sale of Assets                                                                  29

SECTION 3.14       Corporate Existence                                                                           31

SECTION 3.15       Limitation on Liens                                                                           31

SECTION 3.16       Future Subsidiary Guarantors                                                                  33

SECTION 3.17       Investments in Unrestricted Subsidiaries                                                      33

SECTION 3.18       Offer to Redeem upon Change of Control                                                        34

                                  ARTICLE FOUR
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 4.1       Events of Default                                                                              35

SECTION 4.2       Acceleration                                                                                   37

SECTION 4.3       Other Remedies                                                                                 37

SECTION 4.4       Waiver of Defaults                                                                             38

SECTION 4.5       Control by Majority                                                                            38

SECTION 4.6       Limitation on Suits                                                                            38

SECTION 4.7       Rights of Holders to Receive Payment                                                           38

SECTION 4.8       Collection Suit by Trustee                                                                     38

SECTION 4.9       Trustee May File Proofs of Claim                                                               39

SECTION 4.10       Priorities                                                                                    39

SECTION 4.11       Undertaking for Costs                                                                         39

                                  ARTICLE FIVE
                             CONCERNING THE TRUSTEE

SECTION 5.1       Duties and Responsibilities of the Trustee; During Default; Prior to Default                   40

SECTION 5.2       Certain Rights of the Trustee                                                                  41

SECTION 5.3       Trustee Not Responsible for Recitals, Disposition of Securities or Application
                  of Proceeds hereof                                                                             42

SECTION 5.4       Trustee and Agents May Hold Securities; Collections, etc.                                      42

SECTION 5.5       Moneys Held by Trustee                                                                         42

SECTION 5.6       Compensation and Indemnification of Trustee and Its Prior Claim                                42

SECTION 5.7       Right of Trustee to Rely on Officers' Certificates, etc                                        43

SECTION 5.8       Persons Eligible for Appointment as Trustee                                                    43

SECTION 5.9       Resignation and Removal; Appointment of Successor Trustee                                      43

SECTION 5.10       Acceptance of Appointment by Successor Trustee                                                44

SECTION 5.11       Merger, Conversion, Consolidation or Succession to Business of Trustee                        44

SECTION 5.12       Notice of Default                                                                             45
</TABLE>

                                       ii

<PAGE>


<TABLE>
<S>                                                                                                             <C>
                                   ARTICLE SIX
                         CONCERNING THE SECURITYHOLDERS
SECTION 6.1       Evidence of Action Taken by Securityholders                                                    45

SECTION 6.2       Proof of Execution of Instruments and of Holding of Securities; Record Date.                   45

SECTION 6.3       Holders to Be Treated as Owners                                                                45

SECTION 6.4       Securities Owned by Issuers Deemed Not Outstanding                                             46

SECTION 6.5       Right of Revocation of Action Taken                                                            46

                                  ARTICLE SEVEN
                             SUPPLEMENTAL INDENTURES

SECTION 7.1       Supplemental Indentures Without Consent of Securityholders                                     46

SECTION 7.2       Supplemental Indentures With Consent of Securityholders                                        47

SECTION 7.3       Effect of Supplemental Indenture                                                               48

SECTION 7.4       Documents to Be Given to Trustee                                                               48

SECTION 7.5       Notation on Securities in Respect of Supplemental Indentures                                   48

                                  ARTICLE EIGHT
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.1       When Issuer May Merge, etc.                                                                    49

SECTION 8.2       Successor Corporation Substituted                                                              49

                                  ARTICLE NINE
      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS; DEFEASANCE

SECTION 9.1       Satisfaction and Discharge of Indenture                                                        50

SECTION 9.2       Application by Trustee of Funds Deposited for Payment of Securities                            50

SECTION 9.3       Repayment of Moneys Held by Paying Agent                                                       50

SECTION 9.4       Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three Years                    51

SECTION 9.5       Defeasance                                                                                     51

                                   ARTICLE TEN
                            MISCELLANEOUS PROVISIONS

SECTION 10.1       Stockholders, Officers and Directors of Issuers Exempt from Individual Liability              52

SECTION 10.2       Provisions of Indenture for the Sole Benefit of Parties and Securityholders                   52

SECTION 10.3       Successors and Assigns of Issuers Bound by Indenture                                          52

SECTION 10.4       Notices and Demands on Issuers, Trustee and Securityholders                                   52

SECTION 10.5       Officers' Certificates and Opinions of Counsel; Statements to Be Contained Therein            53

SECTION 10.6       Payments Due on Saturdays, Sundays and Holidays                                               54

SECTION 10.7       Conflict of Any Provision of Indenture with Trust Indenture Act of 1939                       54

SECTION 10.8       New York Law to Govern                                                                        54

SECTION 10.9       Counterparts                                                                                  54
</TABLE>


                                      iii

<PAGE>



<TABLE>
<S>                                                                                                             <C>
SECTION 10.10        Effect of Headings                                                                          54

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 11.1       Right of Optional Redemption                                                                  54

SECTION 11.2       Notice of Redemption; Partial Redemptions                                                     54

SECTION 11.3       Payment of Securities called for Redemption                                                   55

SECTION 11.4       Exclusion of Certain Securities from Eligibility for Selection for Redemption                 56

SECTION 11.5       Offer to Repurchase by Application of Net Proceeds                                            56

SECTION 11.6       Provisions Governing Repurchase Pursuant to Change of Control Offer                           56
</TABLE>

                                       iv


<PAGE>


         THIS INDENTURE, dated as of January [ ], 2002, among Advantica
Restaurant Group, Inc., a Delaware corporation ("Advantica"), and Denny's
Holdings, Inc., a New York corporation ("Denny's Holdings," and together with
Advantica, the "Issuers"), and U.S. Bank National Association, as Trustee (the
"Trustee"),

                              W I T N E S S E T H:

         WHEREAS, the Issuers have duly authorized the issue of their [ ]%
Senior Notes Due 2007 (the "Securities") and, to provide, among other things,
for the authentication, delivery and administration thereof, the Issuers have
duly authorized the execution and delivery of this Indenture; and

         WHEREAS, the Securities and the Trustee's certificate of authentication
shall be in substantially the following form:

                           [FORM OF FACE OF SECURITY]


No.                                                         $
   --------------------                                      ------------------

                        ADVANTICA RESTAURANT GROUP, INC.
                                       AND
                             DENNY'S HOLDINGS, INC.

                           [ ]% Senior Notes Due 2007

         Advantica Restaurant Group, Inc., a Delaware corporation ("Advantica"),
and Denny's Holdings, Inc., a New York corporation ("Denny's Holdings," and
together with Advantica, the "Issuers"), for value received hereby promise to
pay to _________________________ or registered assigns the principal sum of
______________ Dollars at the Issuers' office or agency for said purpose on
September 30, 2007 in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semi-annually, on March 31 and September 30
of each year, on said principal sum in like coin or currency at the rate per
annum set forth above at said office or agency from the March 31 or the
September 30, as the case may be, next preceding the date of this Security to
which interest on the Securities has been paid or duly provided for, unless the
date hereof is a date to which interest on the Securities has been paid or duly
provided for, in which case from the date of this Security, or unless no
interest has been paid or duly provided for on the Securities, in which case
from January ___, 2002, until payment of said principal sum has been made or
duly provided for. Notwithstanding the foregoing, if the date hereof is after
March 15 or September 15, as the case may be, and before the following March 31
or September 30, this Security shall bear interest from such March 31 or
September 30; provided that, if the Issuers shall default in the payment of
interest due on such March 31 or September 30, then this Security shall bear
interest from the next preceding March 31 or September 30 to which interest on
the Securities has been paid or duly provided for, or, if no interest has been
paid or duly provided for on the Securities, from January ___, 2002. The
interest so payable on any March 31 or September 30 will, except as otherwise
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Security is registered at the close of business on the
March 15 or September 15 next preceding such March 31 or September 30, whether
or not such day is a business day; provided that interest may be paid, at the
option


                                       1

<PAGE>


of the Issuers, by mailing a check therefor payable to the registered holder
entitled thereto at his last address as it appears on the Security register or
by wire transfer to such holder.

         Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

         This Security shall not be valid or obligatory until the certificate of
authentication hereof, shall have been duly signed by the Trustee acting under
the Indenture.

         IN WITNESS WHEREOF, each of the Issuers has caused this instrument to
be duly executed under its corporate seal.

DATED:

[SEAL]
                                     --------------------------------------



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


[SEAL]
                                     --------------------------------------


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


                                       2
<PAGE>


                          [FORM OF REVERSE OF SECURITY]
                        ADVANTICA RESTAURANT GROUP, INC.

                                       AND

                             DENNY'S HOLDINGS, INC.

                           [ ]% Senior Notes Due 2007

         This Security is one of a duly authorized issue of debt securities of
each Issuer, limited to the aggregate principal amount of $[ ] (except as
otherwise provided in the Indenture mentioned below), issued or to be issued
pursuant to an indenture dated as of January [ ], 2002 (the "Indenture"), duly
executed and delivered by the Issuers to U.S. Bank National Association, as
Trustee (herein called the "Trustee"), provided that Securities issued in the
Exchange Offer shall not exceed $[ ] in aggregate principal amount. Reference is
hereby made to the Indenture and all indentures supplemental thereto for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuers and the holders (the words
"holders" or "holder" meaning the registered holders or registered holder) of
the Securities. Defined terms used without definition herein shall have the
meaning ascribed to them in the Indenture.

         If an Event of Default, other than in respect of certain events of
bankruptcy or insolvency as set forth in the Indenture, shall have occurred and
be continuing, the Trustee or the holders of at least 30% (or 25% in the case of
an Event of Default with respect to payment of principal of, premium, if any, or
interest on, the Securities) in aggregate principal amount of the Securities
then outstanding may declare in writing 100% of the unpaid principal amount of,
and any accrued and unpaid interest on, the Securities to be due and payable
immediately; provided, however, that if any Senior Indebtedness is outstanding
pursuant to the Credit Agreement, then all the Securities shall be due and
payable upon the earlier of (x) the day that is five Business Days after the
provision to the Issuers and the Credit Agent of such written notice of
acceleration unless such Event of Default has been cured or waived prior to such
date and (y) the date of acceleration of any Senior Indebtedness under the
Credit Agreement. Upon an Event of Default arising from certain events of
bankruptcy or insolvency as described in the Indenture, the unpaid principal of
and any accrued and unpaid interest on all the Securities will become
immediately due and payable without further action or notice. The Indenture
provides that in certain events a declaration of acceleration and its
consequences resulting from a default under certain other Indebtedness of an
Issuer or its Subsidiaries may be automatically annulled and that the holders of
a majority in aggregate principal amount of the Securities then outstanding may,
on behalf of the holders of all of the Securities, waive any past Default or
Event of Default under the Indenture and its consequences, except a continuing
Default or Event of Default in the payment of principal of, premium, if any, or
interest on any of the Securities. Any such consent or waiver by the holder of
this Security (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this
Security and any Security which may be issued in exchange or substitution
herefor, whether or not any notation thereof is made upon this Security or such
other Securities.

         The Indenture permits the Issuers and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of the
Securities at the time outstanding, evidenced as in the Indenture provided, to
enter into supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the holders of
the Securities; provided that no such supplemental indenture shall (a) extend
the final maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
premium, if any, payable thereon, or reduce any amount payable on the redemption
thereof, or impair or affect the right of any


                                       3

<PAGE>


holder to institute suit for the payment thereof, or waive a default in the
payment of principal of, premium, if any, or interest on any Security, change
the currency of payment of principal of, premium, if any, or interest on any
Security, or modify any provision in the Indenture with respect to the priority
of the Securities in right of payment without the consent of the holder of each
Security so affected, or (b) reduce the aforesaid percentage of Securities, the
consent of the holders of which is required for any such supplemental indenture,
without the consent of the holders of each Security then outstanding.

         The Securities are senior unsecured obligations of the Issuers and will
rank pari passu in right of payment to all Senior Indebtedness of the Issuers.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Issuers, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the place, times, and rate, and in the currency,
herein prescribed.

         The Securities are issuable only as registered Securities without
coupons in denominations of $1,000 and any multiple of $1,000.

         At the office or agency of the Issuers referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Securities may be exchanged for a like aggregate principal amount of Securities
of other authorized denominations.

         Upon due presentment for registration of transfer of this Security at
the above-mentioned office or agency of the Issuers, a new Security or
Securities of authorized denominations, for a like aggregate principal amount,
will be issued to the transferee as provided in the Indenture. Securities may be
presented for registration of transfer in part only in multiples of $1,000. No
service charge shall be made for any such transfer, but the Issuers may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto.

         Except as provided below, the Securities may not be redeemed, either in
whole or in part at the option of the Issuers prior to September 30, 2004. On
and after September 30, 2004, the Securities will be redeemable, in whole or in
part, at the option of the Issuers, at the redemption prices (expressed as
percentages of the principal amount) set forth below, plus accrued and unpaid
interest, if any, to the redemption date, if redeemed during the 12-month period
beginning September 30 of the years indicated below:

<TABLE>
<CAPTION>
               YEAR                                              PERCENTAGE
               <S>                                               <C>
               2004                 ....................              %
               2005                 ....................              %
               2006 and thereafter  ....................          100.000%
</TABLE>

provided that, if the dated fixed for redemption is on March 31, or September
30, then the interest payable on such date shall be paid to the holder of record
on the March 15 or September 15 next preceding such March 31 or September 30.

         Notwithstanding the foregoing, prior to September 30, 2004, the Issuers
may redeem up to 35% of the aggregate principal amount of Securities outstanding
on the date of the Indenture at a redemption price (expressed as a percentage of
the principal amount) of [ ]%, plus accrued and unpaid interest, if any, to the
redemption date, from the net proceeds of any Public Offering.


                                       4

<PAGE>


         Notice of redemption shall be mailed at least 30 and not more than 60
days prior to the date fixed for redemption to each holder of Securities to be
redeemed at its last registered address. Securities may be redeemed in part only
in multiples of $1,000.

         Subject to the terms of the Indenture, if an Issuer consummates an
Asset Sale or sells, leases, conveys or otherwise disposes of a Business
Segment, such Issuer shall be obligated to apply the Net Proceeds thereof to one
or more of the following in such combination as such Issuer may choose: (i) an
Investment in another asset or business in the same line of business as, or a
line of business similar to that of, the line of business of Advantica and its
Subsidiaries (other than in the case of any Asset Sale of an Asset Segment in
any of the Denny's Holdings Group or any sale, lease, conveyance or other
disposition of any Business Segment in any of the Denny's Holdings Group, any
Investment by any of the Denny's Holdings Group in any of the Advantica Group)
and such Investment occurs within 366 days of such Asset Sale or such sale,
lease, conveyance or other disposition of a Business Segment, (ii) an offer,
expiring within 366 days of such Asset Sale or such sale, lease, conveyance or
other disposition of a Business Segment, to repurchase Securities at a price not
less than 100% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date (a "Net Proceeds Offer") or (iii) the
purchase, redemption or other prepayment or repayment of outstanding Senior
Indebtedness within 366 days of such Asset Sale or such sale, lease, conveyance
or other disposition of a Business Segment, provided, that any amounts used to
repay Indebtedness outstanding under the Old Notes shall be applied only as and
when permitted by the Indenture; provided, however, that if the net amount not
invested pursuant to clause (i) above or applied pursuant to clause (iii) above
is less than $15,000,000, such Issuer shall not be further obligated to offer to
repurchase Securities pursuant to clause (ii) above. Holders of Securities that
are the subject of an offer to repurchase shall receive an offer to repurchase
from the Issuers prior to any related repurchase date, and may elect to have
such Securities repurchased by completing the form entitled "Option of Holder to
Elect to Have Security Repurchased" appearing below. Notwithstanding any
provision of the Indenture to the contrary, the Issuer that originally received
the Net Proceeds may, for a period of 120 days after the last date on which
holders of Securities are permitted to tender their Securities in a Net Proceeds
Offer, use any Net Proceeds that were available to make such Net Proceeds Offer
but not used to repurchase Securities pursuant thereto, to purchase, redeem or
otherwise acquire or retire for value securities of such Issuer ranking junior
in right of payment to the Securities at a price, stated as a percentage of the
principal or face amount of such junior securities, not greater than the price,
stated as a percentage of the principal amount of the Securities, offered in the
Net Proceeds Offer; provided that, if the Net Proceeds Offer is for a principal
amount (the "Net Proceeds Offer Amount") of the Securities less than the
aggregate principal amount of the Securities then outstanding, then the Net
Proceeds available for use by such Issuer for such a purchase, redemption or
other acquisition or retirement for value of junior securities shall not exceed
the Net Proceeds Offer Amount.

         Subject to payment by the Issuers (by deposit with the Trustee or
otherwise) of a sum sufficient to pay the amount due on redemption, interest on
this Security (or portion hereof if this Security is redeemed or repurchased in
part) shall cease to accrue upon the date duly fixed for redemption or
repurchase of this Security (or portion hereof if this Security is redeemed or
repurchased in part), and all rights of the holder with respect to such redeemed
Security (or portion thereof if this Security is redeemed or repurchased in
part) hereunder or under the Indenture, except the right to payment of amounts
payable on such redemption or repurchase, shall cease.

         The Issuers, the Trustee, and any authorized agent of the Issuers or
the Trustee, may deem and treat the registered holder hereof as the absolute
owner of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other


                                       5

<PAGE>


than the Issuers or the Trustee or any authorized agent of the Issuers or the
Trustee), for the purpose of receiving payment of, or on account of, the
principal hereof and premium, if any, and, subject to the provisions on the face
hereof, interest hereon and for all other purposes, and neither the Issuers nor
the Trustee nor any authorized agent of the Issuers or the Trustee shall be
affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of, premium,
if any, or interest on this Security, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of either Issuer or of any successor
corporation, either directly or through such Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released. Nothing in this provision limits the
liability, if any, of any such incorporator, officer, director or shareholder,
as such, under the federal securities laws.


                                       6


<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
   This is one of the Securities described in the within-mentioned Indenture.

                                    U.S. Bank National Association, as Trustee


                                    --------------------------------------------
                                              Authorized Signatory

             OPTION OF HOLDER TO ELECT TO HAVE SECURITY REPURCHASED

         If you have received a Net Proceeds Offer from the Issuers and want to
elect to have this Security repurchased by the Issuers pursuant to Section 11.5
of the Indenture, check the box:   [ ]

         If you have received a Change of Control Offer from the Issuers and
want to elect to have this Security repurchased by the Issuers pursuant to
Section 3.18 of the Indenture, check the box  [ ]

         If you want to elect to have any part of this Security repurchased by
the Issuers pursuant to Section 3.18 of the Indenture, state the amount:
$__________________________


Date:                       Your Signature:
     ------------------                    -------------------------------------
                                           (Sign exactly as your name appears
                                           on the other side of this Security)

Signature Guarantee:
                      ----------------------------------------


         AND WHEREAS, all things necessary to make the Securities, when executed
by the Issuers and authenticated and delivered by the Trustee as in this
Indenture provided, the valid, binding and legal obligations of the Issuers, and
to constitute these presents a valid indenture and agreement according to its
terms, have been done;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuers and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities as follows:

                                       7

<PAGE>


                                  ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.1 Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture which are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939 (except as herein otherwise expressly provided or
unless the context otherwise clearly requires), shall have the meanings assigned
to such terms in said Trust Indenture Act and in said Securities Act as in force
at the date of this Indenture. All accounting terms used herein and not
expressly defined shall have the meanings given to them in accordance with
generally accepted accounting principles, and the term "generally accepted
accounting principles" shall mean such accounting principles which are generally
accepted at the date or time of any computation or at the date hereof. The words
"herein," "hereto" and "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision. References to Sections or Articles mean reference to such Section
or Article in this Indenture, unless otherwise stated. The terms defined in this
Article include the plural as well as the singular.

         "Acquisition Indebtedness"means Indebtedness of any person existing at
the time such person becomes a Subsidiary of an Issuer (or at the time such
person is merged with or into a Subsidiary of an Issuer), excluding Indebtedness
of any Subsidiary of an Issuer incurred in connection with, or in contemplation
of, such person becoming a Subsidiary of such Issuer.

         "Additional Securities"means the [ ]% Senior Notes Due 2007
authenticated and delivered hereunder that may be issued pursuant to this
Indenture after the date of the Exchange Offer, other than in exchange for or in
replacement of outstanding Securities.

         "Adjusted Consolidated Net Worth" means, with respect to any person as
of any date, the Consolidated Net Worth of such person plus (i) the respective
amounts reported on such person's most recent consolidated balance sheet with
respect to any Preferred Stock (other than Disqualified Stock) that by its terms
is not entitled to the payment of dividends unless such dividends may be
declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
person upon issuance of such Preferred Stock or of securities converted into
such Preferred Stock, excluding (ii) any amount reflecting any equity adjustment
resulting from a foreign currency translation on a consolidated balance sheet of
such person, but only to the extent not excluded in calculating Consolidated Net
Worth of such person, plus (iii) any gain realized upon the sale or other
disposition, of any Business Segment to the extent such gains do not exceed the
sum of the aggregate amount of any losses included (on a net after tax basis) in
the computation of Consolidated Net Worth.

         "Advantica" means the entity identified as "Advantica" in the first
paragraph hereof until a successor replaces it pursuant to this Indenture, and
thereafter means such successor.

         "Advantica Group" means Advantica and any Subsidiary of Advantica,
other than Denny's Holdings or any Subsidiary of Denny's Holdings.


                                       8

<PAGE>


         "Affiliate" means, with respect to any person, any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such person. For the purposes of this definition, beneficial
ownership of 10% or more of the voting common equity of a person shall be deemed
to be control unless ownership of a lesser amount may be deemed to be control
under the Trust Indenture Act.

         "Agent" means any registrar, paying agent or co-registrar for the
Securities.

         "Asset Segment" means (i) Denny's Holdings, or (ii) any Subsidiary,
group of Subsidiaries or group of assets (other than inventory held for sale in
the ordinary course of business) of an Issuer or its Subsidiaries which (A)
accounts for at least 20 percent of the total assets of such Issuer and its
Subsidiaries on a consolidated basis as of the end of the last fiscal quarter
immediately preceding the date for which such determination is being made or (B)
accounts for at least 20 percent of the income from continuing operations before
income taxes, extraordinary items and cumulative effects of changes in
accounting principles of such Issuer and its Subsidiaries on a consolidated
basis for the four full fiscal quarters immediately preceding the date for which
such calculation is being made.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "Board of Directors" means either the Board of Directors of an Issuer,
as indicated, or any committee of such Board duly authorized to act hereunder.

         "Business Day" means a day which, in the city (or in any of the cities
if more than one) where amounts are payable in respect of the Securities as
specified on the face of the form of Security recited above, is neither a legal
holiday nor a day on which banking institutions are authorized by law or
regulation to close.

         "Business Segment" means (i) each Significant Subsidiary of an Issuer,
(ii) the Equity Interests of any of an Issuer's Subsidiaries or (iii) any group
of assets of an Issuer or any of its Subsidiaries, whether now owned or
hereafter acquired; provided, in each case, that the sale (other than the sale
of inventory in the ordinary course of business), lease, conveyance or other
disposition of such Significant Subsidiary, Equity Interest or group of assets,
as the case may be either in a single transaction or group of related
transactions that are part of a common plan, results in Net Proceeds to such
Issuer or any of its Subsidiaries of $50 million or more.

         "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.

         "Cash Equivalents" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof), (ii) time deposits and
certificates of deposit with a maturity date not more than one year from the
date of acquisition issued by any domestic commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or a commercial
bank organized under the laws of any other country that is a member of the
Organization for Economic Cooperation and Development and having total assets in
excess of $500,000,000, (iii) repurchase obligations with a term of not more
than 7 days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (ii)
above, (iv) commercial paper issued by the parent corporation of any domestic
commercial


                                       9

<PAGE>


bank of recognized standing having capital and surplus in excess of $500,000,000
and commercial paper issued by others rated at least A-2 or the equivalent
thereof by Standard & Poor's Corporation or at least P-2 or the equivalent
thereof by Moody's Investors Service, Inc. and in each case maturing within one
year after the date of acquisition and (v) investments in money market funds
substantially all of whose assets comprise securities of the types described in
clauses (i) through (iv) above.

         "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.

         "Commission" means the Securities and Exchange Commission.

         "Consolidated Fixed Charges" means, with respect to any person for a
given period, (i) consolidated interest expense of such person and its
consolidated Subsidiaries to the extent deducted in computing Consolidated Net
Income of such person (including, without limitation, amortization of original
issue discount and non-cash interest payments, all net payments and receipts in
respect of Interest Rate Agreements and the interest component of capital
leases, but excluding deferred financing costs existing immediately after the
date hereof and the amortization thereof) plus (ii) the amount of all cash
dividend payments on any series of Preferred Stock of such person; provided that
if, during such period (1) such person or any of its Subsidiaries shall have
made any asset sales (other than, in the case of an Issuer and its Subsidiaries,
sales of the Capital Stock of, or any assets of, Unrestricted Subsidiaries),
Consolidated Fixed Charges of such person and its Subsidiaries for such period
shall be reduced by an amount equal to the Consolidated Fixed Charges directly
attributable to the assets which are the subject of such asset sales for such
period and (2) such person or any of its Subsidiaries has made any acquisition
of assets or Capital Stock (occurring by merger or otherwise), including,
without limitation, any acquisition of assets or Capital Stock occurring in
connection with the transaction causing a calculation to be made hereunder,
Consolidated Fixed Charges of such person and its Subsidiaries shall be
calculated on a pro forma basis as if such acquisition of assets or Capital
Stock (including the incurrence of any Indebtedness in connection with any such
acquisition and the application of the proceeds thereof) took place on the first
day of such period.

         "Consolidated Net Income" means, with respect to any person for a given
period, the aggregate of the Net Income of that person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with generally
accepted accounting principles; provided that (i) the Net Income of any person
that is not a Subsidiary of that person or is accounted for by the equity method
of accounting shall be included only to the extent of the amount of dividends or
distributions paid to that person and its Subsidiaries, (ii) the Net Income of
any person that is a Subsidiary (other than a Subsidiary of which at least 80%
of the Capital Stock having ordinary voting power for the election of directors
or other governing body of such Subsidiary is owned by that person directly or
indirectly through one or more Subsidiaries) shall be included only to the
extent of the lesser of (a) the amount of dividends or distributions paid to
that person and its Subsidiaries and (b) the Net Income of such person, (iii)
the Net Income of any person acquired by that person and its Subsidiaries in a
pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded and (iv) with respect to an Issuer, the Net Income
(if positive) of any person that becomes a Subsidiary of such Issuer after the
date hereof shall be included only to the extent that the declaration or payment
of dividends on Capital Stock or any similar distributions, by that Subsidiary
to such Issuer or to any other consolidated Subsidiary of such Issuer, of such
Net Income is at the time permitted under the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations binding upon or applicable to that Subsidiary; provided
that, if the exclusion from an otherwise positive Net Income of certain amounts
pursuant to this clause (iv) would cause such Net Income to be negative, then
such Net Income shall be deemed to be zero.


                                       10

<PAGE>


         "Consolidated Net Worth" means, with respect to any person at any date
of determination, the sum of the Capital Stock and additional paid-in capital
plus retained earnings (or minus accumulated deficit) of such person and its
Subsidiaries on a consolidated basis, each item to be determined in conformity
with generally accepted accounting principles (excluding the effects of foreign
currency exchange adjustments under Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 52), except that all effects of
the application of Accounting Principles Board Opinions Nos. 16 and 17 and
related interpretations shall be disregarded.

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 180 East Fifth Street, St. Paul, MN 55101.

         "Credit Agent" means any person acting as managing agent (or in a
similar capacity) under the Credit Agreement, or any successor thereto; provided
that "Credit Agent" shall also mean any person acting as managing agent (or in a
similar capacity) under any agreement pursuant to which the Credit Agreement is
refunded or refinanced if such person is designated as such by each person that
is at the time of such designation a Credit Agent; and provided further that if
at any time there shall be more than one Credit Agent, then "Credit Agent" shall
mean each such Credit Agent, and any notice, consent or waiver to be given by,
action to be taken by, or notice to be given to, the Credit Agent shall be given
or taken by, or given to, each such Credit Agent.

         "Credit Agreement" means the Credit Agreement dated as of January 7,
1998, among Denny's, Inc., El Pollo Loco, Inc., Flagstar Enterprises, Inc.,
Flagstar Systems, Inc. and Quincy's Restaurants, Inc., as borrowers, Advantica
as a guarantor, the lenders named therein, and The Chase Manhattan Bank, as
administrative agent, as amended through and including the date hereof,
including any and all related notes, collateral and security documents,
instruments and agreements executed in connection therewith (including, without
limitation, all Loan Documents (as defined in such Credit Agreement)) and all
obligations of Advantica and its Subsidiaries incurred thereunder or in respect
thereof, and in each case as amended, supplemented, restructured or otherwise
modified, extended or renewed and each other agreement pursuant to which any or
all of the foregoing may be refunded or refinanced, from time to time.

         "Default" means any event that is, or after notice or passage of time
would be, an Event of Default.

         "Denny's Holdings" means the entity identified as "Denny's Holdings" in
the first paragraph hereof until a successor replaces it pursuant to this
Indenture, and thereafter means such successor.

         "Denny's Holdings Group" means Denny's Holdings and any Subsidiary of
Denny's Holdings.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
maturity date of the Securities.

         "Exchange Offer"means the issuance of $[ ] million aggregate principal
amount of Securities in exchange for $[ ] million aggregate principal amount of
Old Notes occurring on the date hereof.


                                       11

<PAGE>


         "EBITDA" means, with respect to any person and its consolidated
Subsidiaries for a given period, the Consolidated Net Income of such person for
such period plus, with respect to an Issuer and its consolidated Subsidiaries,
(i) an amount equal to any net loss realized upon the sale or other disposition
of any Business Segment (to the extent such loss was deducted in computing
Consolidated Net Income), (ii) any provision for taxes based on income or
profits deducted in computing Consolidated Net Income and any provision for
taxes utilized in computing net loss under clause (i) hereof, (iii) consolidated
interest expense (including amortization of original issue discount and non-cash
interest payments, all net payments and receipts in respect of Interest Rate
Agreements and the interest component of capital leases) and (iv) depreciation
and amortization (including amortization of goodwill, deferred financing costs
existing immediately after the date hereof and other intangibles) to the extent
required under generally accepted accounting principles, all on a consolidated
basis; provided that if, during such period, (A) such person or any of its
Subsidiaries shall have made any asset sales (other than, in the case of an
Issuer and its Subsidiaries, sales of the Capital Stock of, or any assets of,
Unrestricted Subsidiaries), EBITDA of such person and its Subsidiaries for such
period shall be reduced by an amount equal to the EBITDA directly attributable
to the assets that are the subject of such asset sales for such period, and (B)
such person or any of its Subsidiaries has made any acquisition of assets or
Capital Stock (occurring by merger or otherwise), including, without limitation,
any acquisition of assets or Capital Stock occurring in connection with the
transaction causing a calculation to be made hereunder, EBITDA of such person
and its Subsidiaries shall be calculated, excluding any expenses which in the
good faith estimate of management of such person will be eliminated as a result
of such acquisition, on a pro forma basis as if such acquisition of assets or
Capital Stock (including the incurrence of any Indebtedness in connection with
any such acquisition and the application of the proceeds thereof) took place on
the first day of such period.

         "Equity Interests" means Capital Stock or warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into or exchangeable for Capital Stock).

         "Event of Default" means any event or condition specified as such in
Section 4.1 which shall have continued for the period of time, if any, therein
designated.

         "Excluded Property" means Advantica's corporate headquarters property
located in Spartanburg, South Carolina.

         "Existing Indebtedness" means Indebtedness of an Issuer or any of its
Subsidiaries existing on the date hereof (other than Indebtedness under the Old
Notes and the Credit Agreement).

         "Fixed Charge Coverage Ratio" means, with respect to any person for a
given period, the ratio of the EBITDA of such person for such period to the
Consolidated Fixed Charges of such person for such period.

         "FRD" means FRD Acquisition Co., a Delaware corporation, a wholly owned
subsidiary of Advantica, and an Unrestricted Subsidiary hereunder.

         "FRD Chapter 11 Case" means the voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware, Case No. 01-0436-PJW, filed by FRD on February 14, 2001.

         "FRD Investment" means any Investments in FRD by either Issuer or any
of its Subsidiaries existing on the date hereof.


                                       12

<PAGE>



         "Holder", "holder", "holder of Securities", "securityholder",
"Securityholder" or other similar terms means the registered holder of any
Security.

         "Indebtedness" means, with respect to any person at any date, without
duplication, (i) all obligations of such person for borrowed money, (ii) all
obligations of such person evidenced by bonds, debentures, notes or other
similar instruments other than Interest Rate Agreements, (iii) all reimbursement
obligations and other liabilities of such person with respect to letters of
credit issued for such person's account, (iv) all obligations of such person to
pay the deferred purchase price of property or services, except accounts payable
arising in the ordinary course of business, (v) all obligations of such person
as lessee in respect of capital lease obligations under capital leases and (vi)
all obligations of others of a nature described in any of clauses (i) through
(v) above guaranteed by such person; provided that, in the case of clauses (i)
through (v) above, Indebtedness shall include only obligations reported as
liabilities in the financial statements of such person in accordance with
generally accepted accounting principles.

         "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented.

         "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future, interest rate option, interest rate swap, interest rate
cap or other interest rate hedge arrangement to or under which an Issuer or any
of its subsidiaries is or becomes a party or a beneficiary.

         "Initial Securities" means the [ ]% Senior Notes Due 2007 authenticated
and delivered hereunder in the Exchange Offer.

         "Investment" means any direct or indirect advance (other than advances
to customers in the ordinary course of business that are recorded as accounts
receivable on the balance sheet of any person or its subsidiaries), loan or
other extension of credit or capital contribution to (by means of any transfer
of cash or other property to others or any payment for property or services for
the account or use of others), or any purchase or acquisition of Equity
Interest, bonds, notes, debentures or other securities issued by, any other
person.

         "Issuers" means (except as otherwise provided in Article Five)
Advantica and Denny's Holdings.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any capital
lease, any option or other agreement to sell and any filing of or agreement to
give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction).

         "Mortgage Financing" means the incurrence by an Issuer or any of its
Subsidiaries of any Indebtedness secured by a mortgage or other Lien on real
property acquired or improved by such Issuer or any such Subsidiary after the
date hereof.

         "Mortgage Financing Proceeds" means, with respect to any Mortgage
Financing, the aggregate amount of cash proceeds received or receivable by an
Issuer or any of its Subsidiaries in connection with such financing after
deducting therefrom brokerage commissions, legal fees, finder's fees, closing
costs and other expenses incidental to such Mortgage Financing and the amount of
taxes payable in connection with or as a result of such transaction, to the
extent, but only to the extent, that the amounts so deducted


                                       13


<PAGE>


are, at the time of receipt of such cash, actually paid to a person that is not
an Affiliate of such Issuer or its Subsidiaries and are properly attributable to
such transaction or to the asset that is the subject thereof.

         "Mortgage Refinancing" means the incurrence by an Issuer or any of its
Subsidiaries of any Indebtedness secured by a mortgage or other Lien on real
property subject to a mortgage or other Lien existing on the date hereof or
created or incurred subsequent to the date hereof as permitted hereby and owned
by such Issuer or any such Subsidiary.

         "Mortgage Refinancing Proceeds" means, with respect to any Mortgage
Refinancing, the aggregate amount of cash proceeds received or receivable by an
Issuer or any of its Subsidiaries in connection with such refinancing after
deducting therefrom the original mortgage amount of the underlying indebtedness
refinanced therewith and brokerage commissions, legal fees, finder's fees,
closing costs and other expenses incidental to such Mortgage Refinancing and the
amount of taxes payable in connection with or as a result of such transaction,
to the extent, but only to the extent, that the amounts so deducted are, at the
time of receipt of such cash, actually paid to a person that is not an Affiliate
of such Issuer or its Subsidiaries and are properly attributable to such
transaction or to the asset that is the subject thereof.

         "Net Income" of any person shall mean the net income (loss) of such
person, determined in accordance with generally accepted accounting principles,
excluding, however, (i) with respect to an Issuer and its Subsidiaries any gain
or loss, together with any related provision for taxes on such gain or loss,
realized upon the sale or other disposition (including, without limitation,
dispositions pursuant to sale and leaseback transactions) of a Business Segment,
and (ii) any gain or loss realized upon the sale or other disposition by such
person of any capital stock or marketable securities.

         "Net Proceeds" with respect to any Asset Sale, sale and leaseback
transaction or sale or other disposition of a Business Segment, means (i) cash
(freely convertible into U.S. dollars) received by an Issuer or any of its
Subsidiaries from such transaction, after (a) provision for all income or other
taxes measured by or resulting from such transaction, (b) payment of all
brokerage commissions and other expenses (including, without limitation, the
payment of principal, premium (if any) and interest on Indebtedness required
(other than pursuant to Section 3.13(a)) to be paid as a result of such
transaction) in connection with such transaction and (c) deduction of
appropriate amounts to be provided by an Issuer as a reserve, in accordance with
generally accepted accounting principles, against any liabilities associated
with the asset disposed of in such transaction and retained by such Issuer or
its Subsidiaries after such sale or other disposition thereof, including,
without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction and (ii) promissory notes received
by an Issuer or any of its Subsidiaries in connection with such transaction upon
the liquidation or conversion of such notes into cash.

         "Obligations" means, with respect to any Indebtedness or any Interest
Rate Agreement, any principal, premium, interest (including, without limitation,
interest, whether or not allowed, after the filing of a petition initiating
certain bankruptcy proceedings), penalties, commissions, charges, expenses,
fees, indemnifications, reimbursements and other liabilities or amounts payable
under or in respect of the documentation governing such Indebtedness or such
Interest Rate Agreement.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors or the President or any Vice President (whether or not
designated by a number or numbers or a word or words added before or after the
title "Vice President") and by the Treasurer or the Secretary or any


                                       14

<PAGE>


Assistant Secretary of each Issuer (which may be a joint certificate of both
Issuers) and delivered to the Trustee. Each such certificate shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 10.5, if and to the extent required hereby.

         "Old Notes" means any outstanding 11-1/4% Senior Notes due 2008 of
Advantica issued pursuant to that certain indenture, dated as of January 7,
1998, by and between Advantica and U.S. Bank National Association (formerly,
First Trust National Association), as Trustee.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuers. Each such opinion
shall comply with Section 314 of the Trust Indenture Act and include the
statements provided for in Section 10.5, if and to the extent required hereby.

         "Outstanding" when used with reference to the Securities, shall,
subject to the provisions of Section 6.4, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except

                  (a) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (b) Securities, or portions thereof, for the payment or
         redemption of which moneys in the necessary amount shall have been
         deposited in trust with the Trustee or with any paying agent (other
         than an Issuer) or shall have been set aside, segregated and held in
         trust by an Issuer (if an Issuer shall act as paying agent); provided
         that, if such Securities are to be redeemed prior to the maturity
         thereof, notice of such redemption shall have been given as herein
         provided, or provision satisfactory to the Trustee shall have been made
         for giving such notice, and

                  (c) Securities in substitution for which other Securities
         shall have been authenticated and delivered, or which shall have been
         paid, pursuant to the terms of Section 2.6 (unless proof satisfactory
         to the Trustee is presented that any of such Securities is held by a
         person in whose hands such Security is a legal, valid and binding
         obligation of the Issuers).

         "Permitted Investments" means (i) Investments in cash (including major
foreign currency or currency of a country in which an Issuer or any of its
Subsidiaries has operations) or Cash Equivalents, (ii) with respect to each
Issuer and its Subsidiaries, Investments that are in persons at least a majority
of whose revenues are derived from food service operations, ancillary operations
or related activities and that have the purpose of furthering the food service
operations of such Issuer or any of its Subsidiaries (other than any Investment
by any of the Denny's Holdings Group in any of the Advantica Group), (iii)
advances to employees of Advantica or its Subsidiaries not in excess of
$5,000,000 in the aggregate at any one time outstanding, (iv) accounts
receivable created or acquired in the ordinary course of business, (v)
obligations or shares of stock received in connection with any good faith
settlement or bankruptcy proceeding involving a claim relating to a Permitted
Investment, (vi) evidences of Indebtedness, obligations or other Investments not
exceeding $5,000,000 in the aggregate held at any one time by Advantica or any
of its Subsidiaries and (vii) currency swap agreements and other similar
agreements designed to hedge against fluctuations in foreign exchange rates
entered into in the ordinary course of business in connection with the operation
of the business.

         "Permitted Payments to Advantica" means, without duplication, payments
by any Subsidiary of Advantica to Advantica in an amount sufficient to enable
Advantica to (i) pay reasonable and necessary


                                       15

<PAGE>


operating expenses and other general corporate expenses of Advantica and its
subsidiaries, (ii) pay foreign, federal, state and local tax liabilities of
Advantica and its current and former subsidiaries to the extent that Advantica
has an obligation to pay such tax liabilities, the determination of which shall
take into account any operating losses, net operating loss carryovers, and other
tax attributes available to Advantica and its subsidiaries, (iii) pay, as and
when the same becomes due and payable, interest on the Old Notes, (iv) pay, as
and when the same becomes due and payable, (a) interest and (b) principal at
maturity (or as otherwise required pursuant to contractually scheduled principal
payments, which, in the case of Existing Indebtedness are existing on the date
hereof, and, in the case of Indebtedness incurred after the date hereof are
existing on the date such Indebtedness is incurred), in each case on the Credit
Agreement, any Existing Indebtedness and on any other Indebtedness incurred
after the date hereof that was permitted to be incurred in accordance with
Section 3.11 and (v) repurchase, redeem or otherwise acquire or retire for
value, Equity Interests in Advantica in accordance with clause (3) of, and the
Old Notes in accordance with clause (8) of, Section 3.9. Notwithstanding
anything herein to the contrary, any such payments made to Advantica pursuant
hereto shall either be used by Advantica for the purpose such payment was made
to Advantica within 90 days of Advantica's receipt of such payment or refunded
to the party from whom Advantica received such payment; provided, however, that
to the extent that any such payments have not been paid within such 90 day
period, Advantica shall be entitled to retain an amount that shall not at any
time exceed an aggregate of $250,000 for the purpose of making the payments
described herein.

         "Preferred Stock" means with respect to any person, any and all shares,
interests, participations or other equivalents (however designated) of such
person's stock which is preferred or has a preference with respect to the
payment of dividends, or as to distributions upon any dissolution or liquidation
over Equity Interests of any other class of such person whether now outstanding
or issued after the date hereof.

         "Principal" wherever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any", whether or not so stated.

         "Public Offering" means any underwritten public offering for cash
pursuant to a registration statement filed with the Commission in accordance
with the Securities Act of Capital Stock other than Disqualified Stock of
Advantica or any of its Subsidiaries.

         "Responsible Officer" when used with respect to the Trustee, means the
chairman of the board of directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the president, any vice president
(whether or not designated by numbers or words added before or after the title
"vice president"), the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer, or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Restricted Investments" means (i) any Investment by any of the (a)
Advantica Group in any person that is not a wholly owned Subsidiary of Advantica
and (b) Denny's Holdings Group in any person that is not a wholly owned
Subsidiary of Denny's Holdings, or (ii) other transfers of assets by any of the
(a) Advantica Group to any Subsidiary or Affiliate of Advantica that is not a
wholly owned Subsidiary of Advantica or (b) Denny's Holdings Group to any
Subsidiary or Affiliate of Denny's Holdings that is not a wholly owned
Subsidiary of Denny's Holdings (other than any such other transfers of assets
described in clause (ii) above in transactions the terms of which are fair and
reasonable to the transferor and are at


                                       16

<PAGE>

least as favorable as the terms that could be obtained by the transferor in a
comparable transaction made on an arms' length basis between unaffiliated
parties, as conclusively determined, for any such transfer involving aggregate
consideration in excess of $5,000,000, by a majority of the directors of
Advantica or Denny's Holdings, as applicable, that are unaffiliated with the
transferee or, if there are no such directors, by a majority of the directors of
Advantica or Denny's Holdings, as applicable), except in each case for Permitted
Investments and any such Investments existing on the date hereof.

         "Security" or "Securities" means the Initial Securities and the
Additional Securities.


         "Senior Indebtedness" means (i) all obligations of an Issuer and its
Subsidiaries now or hereafter existing under or in respect of the Credit
Agreement, the Old Notes and the Securities, whether for principal, interest
(including, without limitation, interest accruing after the filing of a petition
initiating any proceeding referred to in Section 4.1(6) or Section 4.1(7),
whether or not such interest is an allowable claim under such proceeding),
penalties, commissions, charges, indemnifications, liabilities, reimbursement
obligations in respect of letters of credit, fees, expenses or other amounts
payable under or in respect of the Credit Agreement the Old Notes and the
Securities and all obligations and claims related thereto, (ii) all Obligations
of an Issuer in respect of Interest Rate Agreements and (iii) additional
Indebtedness permitted by Section 3.11(a), Section 3.11(b) or Section 3.11(c)
which is not expressly by its terms subordinated to the Securities and all
Obligations and claims related thereto; provided, that Senior Indebtedness shall
not include (x) any Indebtedness of an Issuer to any of its Subsidiaries or (y)
Indebtedness incurred for the purchase of goods or materials or for services
(other than services provided by the Credit Agent in connection with the Credit
Agreement or any other party to an agreement evidencing Senior Indebtedness in
connection with such agreement) obtained in the ordinary course of business.
"Senior Indebtedness" under or in respect of the Credit Agreement, the Old Notes
and the Securities shall continue to constitute Senior Indebtedness for all
purposes of this Indenture notwithstanding that such Senior Indebtedness or any
obligations or claims in respect thereof may be disallowed, avoided or
subordinated pursuant to any Bankruptcy Law or other applicable insolvency law
or equitable principles.

         "Significant Subsidiary" means any Subsidiary of an Issuer that would
be a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X under
the Securities Act of 1933, as amended (the "Act"), and the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (as such Regulation is in effect on
the date hereof) (excluding, except for the purposes of determining an Event of
Default, subparagraph (c) of Rule 1-02 of Regulation S-X).

         "Subsidiary" of any person means any entity of which shares of the
Capital Stock or other Equity Interests (including partnership interests)
entitled to cast at least a majority of the votes that may be cast by all shares
or Equity Interests having ordinary voting power for the election of directors
or other governing body of such entity are owned by such person directly and/or
through one or more Subsidiaries of such person; provided that each Unrestricted
Subsidiary shall be excluded from the definition of "Subsidiary."

         "Trustee" means the entity identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Five, shall also
include any successor trustee.

         "Trust Indenture Act of 1939" means the Trust Indenture Act of 1939 as
in force at the date as of which this Indenture was originally executed (except
for purposes of the terms of any supplemental indenture executed pursuant to
Article VII).



                                       17
<PAGE>

         "Unrestricted Subsidiary" means (i) FRD, (ii) any subsidiary of an
Issuer that at the time of determination is an Unrestricted Subsidiary (as
designated by such Issuer's Board of Directors, as provided below) and (iii) any
subsidiary of an Unrestricted Subsidiary. The Board of Directors of such Issuer
may designate any subsidiary of an Issuer (including any Subsidiary and any
newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary
unless such subsidiary owns any Capital Stock of, or owns, or holds any Lien on,
any property of, any Subsidiary of such Issuer (other than any subsidiary of the
subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary
must be an entity of which shares of the Capital Stock or other Equity Interests
(including partnership interests) entitled to cast at least a majority of the
votes that may be cast by all shares or Equity Interests having ordinary voting
power for the election of directors or other governing body are owned, directly
or indirectly, by such Issuer; (b) such Issuer certifies that such designation
complies with Section 3.9 and Section 3.17 and (c) each of (1) the subsidiary to
be so designated and (2) its subsidiaries have not at the time of designation,
and do not thereafter, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable with respect to any Indebtedness pursuant
to which the lender has recourse to any of the assets of such Issuer or any of
its Subsidiaries. The Board of Directors of such Issuer may designate any
Unrestricted Subsidiary to be a Subsidiary; provided that, immediately after
giving effect to such designation, Advantica could incur at least $1 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 3.11(a) on a pro forma basis taking into account such
designation.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the then
outstanding aggregate principal amount of such Indebtedness into (ii) the total
of the product obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.


                                  ARTICLE TWO

              ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

         SECTION 2.1       Authentication and Delivery of Securities. Upon the
execution and delivery of this Indenture, or from time to time thereafter,
Securities in an aggregate principal amount not in excess of $[ ] (except as
otherwise provided in Section 2.6) may be executed by the Issuers and delivered
to the Trustee for authentication, and the Trustee shall thereupon authenticate
and deliver said Securities (provided, that Securities executed, delivered and
authenticated for issuance in the Exchange Offer shall not exceed $[ ] in
aggregate principal amount) to or upon the written order of the Issuers, signed
by both (a) the Chairman of the Board of Directors, or any Vice Chairman of the
Board of Directors, or the President or any Vice President (whether or not
designated by a number or numbers or a word or words added before or after the
title "Vice President") of each Issuer and (b) the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant Secretary of each Issuer without any
further action by the Issuers.

         SECTION 2.2       Execution of Securities. The Securities shall be
signed on behalf of the Issuers by both (a) the Chairman of the Board of
Directors or any Vice Chairman of the Board of Directors or the President or any
Vice President (whether or not designated by a number or numbers or a word or
words added before or after the title "Vice President") of each Issuer and (b)
by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant
Secretary of each Issuer under each Issuer's corporate seal


                                       18
<PAGE>

which may, but need not, be attested. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. The seal of
each Issuer may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical and
other minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security which
has been duly authenticated and delivered by the Trustee.

         In case any officer of an Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuers, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
such Issuer; and any Security may be signed on behalf of such Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of such Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such officer.

         SECTION 2.3       Certificate of Authentication. Only such Securities
as shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by manual signature of one of its
authorized signatories, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuers shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.

         SECTION 2.4       Form, Denomination and Date of Securities; Payments
of Interest. The Securities and the Trustee's certificates of authentication
shall be substantially in the form recited above. The Securities shall be
issuable as registered securities without coupons and in denominations provided
for in the form of Security above recited. The Securities shall be numbered,
lettered, or otherwise distinguished in such manner or in accordance with such
plans as the officers of the Issuers executing the same may determine with the
approval of the Trustee.

         Any of the Securities may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law, or with any rules
or regulations pursuant thereto, or with the rules of any securities market in
which the Securities are admitted to trading, or to conform to general usage.

         Each Security shall be dated the date of its authentication, shall bear
interest from the applicable date and shall be payable on the dates and in the
manner specified on the face of the form of Security recited above.

         The person in whose name any Security is registered at the close of
business on any record date with respect to any interest payment date shall be
entitled to receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuers shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid to the persons
in whose names outstanding Securities are registered at the close of business on
a subsequent record date (which shall be not less than five business days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuers to the holders of Securities not less
than 15 days preceding such subsequent record date. The term "record date", as
used with respect to any interest payment date (except a date for payment of
defaulted interest), shall mean if such interest payment date is the last day of
a calendar month, the fifteenth day of such calendar month


                                       19
<PAGE>

and shall mean, if such interest payment date is the fifteenth day of a calendar
month, the first day of such calendar month, whether or not such record date is
a business day. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         SECTION 2.5       Registration, Transfer and Exchange. The Issuers
shall keep at each office or agency to be maintained for the purpose as provided
in Section 3.2 a register or registers in which, subject to such reasonable
regulations as it may prescribe, it will register, and will register the
transfer of, Securities as in this Article provided. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

         Upon due presentation for registration of transfer of any Security at
each such office or agency, the Issuers shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities in authorized denominations for a like aggregate
principal amount. Securities may be presented for registration of transfer in
part only in multiples of $1,000.

         Any Security or Securities may be exchanged for a Security or
Securities in other authorized denominations, in an equal aggregate principal
amount. Securities to be exchanged shall be surrendered at each office or agency
to be maintained by the Issuers for such purpose as provided in Section 3.2, and
the Issuers shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Security or Securities which the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

         All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuers or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuers and the Trustee duly executed by,
the holder or his attorney duly authorized in writing.

         The Issuers may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such registration of transfer or exchange of the Securities.

         The Trustee shall not be required to exchange or register a transfer of
(a) any Securities for a period of 15 days next preceding the first mailing of
notice of redemption of Securities to be redeemed or (b) any Securities
selected, called or being called for redemption except, in the case of any
Security where public notice has been given that such Security is to be redeemed
in part, the portion thereof not so to be redeemed.

         All Securities issued upon any transfer or exchange of Securities shall
be valid obligations of the Issuers, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

         SECTION 2.6       Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be apparently destroyed, lost or stolen, the Issuers in their
discretion may execute, and upon the written request of any officer of an
Issuer, the Trustee shall authenticate and deliver, a new Security, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so apparently destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuers and to the Trustee and any
agent of the


                                       20
<PAGE>

Issuers or the Trustee such security or indemnity as may be required by them to
indemnify, and defend and to save each of them harmless and, in every case of
destruction, loss or theft evidence to their satisfaction of the apparent
destruction, loss or theft of such Security and of the ownership thereof.

         Upon the issuance of any substitute Security, the Issuers may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. In case any Security
which has matured or is about to mature, or has been called for redemption in
full, shall become mutilated or defaced or be apparently destroyed, lost or
stolen, the Issuers may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuers and to the Trustee and any agent of the Issuers or the
Trustee such security or indemnity as any of them may require to save each of
them harmless from all risks, however remote, and, in every case of apparent
destruction, loss or theft, the applicant shall also furnish to the Issuers and
the Trustee and any agent of the Issuers or the Trustee evidence to their
satisfaction of the apparent destruction, loss or theft of such Security and of
the ownership thereof.

         Every substitute Security issued pursuant to the provisions of this
Section by virtue of the fact that any Security is apparently destroyed, lost or
stolen shall constitute an additional contractual obligation of the Issuers,
whether or not the apparently destroyed, lost or stolen Security shall be at any
time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities duly authenticated
and delivered hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced or
apparently destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         SECTION 2.7       Cancellation of Securities; Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, if surrendered to the Issuers or any agent of the Issuers or the
Trustee, shall be delivered to the Trustee for cancellation or, if surrendered
to the Trustee, shall be cancelled by it; and no Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Securities held by it and deliver
a certificate of destruction to the Issuers. If the Issuers shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

         SECTION 2.8       Temporary Securities. Pending the preparation of
definitive Securities, the Issuers may execute and the Trustee shall
authenticate and deliver temporary Securities (printed, lithographed,
typewritten or otherwise reproduced, in each case in form satisfactory to the
Trustee). Temporary Securities shall be issuable as registered Securities
without coupons of any authorized denomination, and substantially in the form of
the definitive Securities but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Issuers with the concurrence of the Trustee. Temporary Securities may contain
such reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuers and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the
Issuers shall execute and shall furnish definitive Securities and thereupon
temporary Securities may be surrendered in


                                       21
<PAGE>

exchange therefor without charge at each office or agency to be maintained by
the Issuers for the purpose pursuant to Section 3.2, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities a like
aggregate principal amount of definitive Securities of authorized denominations.
Until so exchanged the temporary Securities shall be entitled to the same
benefits under this Indenture as definitive Securities.

                                 ARTICLE THREE

                    COVENANTS OF THE ISSUERS AND THE TRUSTEE

         SECTION 3.1       Payment of Principal and Interest. The Issuers
jointly and severally covenant and agree that they will duly and punctually pay
or cause to be paid the principal of, and interest on each of the Securities at
the place or places at the respective times and in the manner provided in the
Securities. Each installment of interest on the Securities may, at the option of
the Issuers, be paid by wire transfer or by check mailed to the holders of
Securities entitled thereto as they shall appear on the registry books of the
Issuers.

         SECTION 3.2       Offices for Payments, etc. So long as any of the
Securities remain outstanding, the Issuers will maintain the following: (a) an
office or agency where the Securities may be presented for payment, (b) an
office or agency where the Securities may be presented for registration of
transfer and for exchange as in this Indenture provided and (c) an office or
agency where notices and demands to or upon the Issuers in respect of the
Securities or of this Indenture may be served. The Issuers will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. The Issuers hereby initially designate the Corporate
Trust Office of the Trustee as the office or agency for each such purpose. In
case the Issuers shall fail to maintain any such office or agency or shall fail
to give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the Corporate
Trust Office.

         SECTION 3.3       Appointment to Fill a Vacancy in Office of Trustee.
The Issuers, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 5.9, a Trustee, so that
there shall at all times be a Trustee hereunder.

         SECTION 3.4       Paying Agents. Whenever the Issuers shall appoint a
paying agent other than the Trustee, it will cause such paying agent to execute
and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section,

                  (a)      that it will hold all sums received by it as such
         agent for the payment of the principal of or interest on the Securities
         (whether such sums have been paid to it by the Issuers or by any other
         obligor on the Securities) in trust for the benefit of the holders of
         the Securities or of the Trustee,

                  (b)      that it will give the Trustee notice of any failure
         by the Issuers (or by any other obligor on the Securities) to make any
         payment of the principal of or interest on the Securities when the same
         shall be due and payable, and

                  (c)      that it will pay any such sums so held in trust by it
         to the Trustee upon the Trustee's written request at any time during
         the continuance of the failure referred to in clause (b) above.


                                       22
<PAGE>

         The Issuers will, on or prior to each due date of the principal of or
interest on the Securities, deposit with the paying agent a sum sufficient to
pay such principal or interest, and (unless such paying agent is the Trustee)
the Issuers will promptly notify the Trustee of any failure to take such action.

         If either Issuer shall act as paying agent, it will, on or before each
due date of the principal of or interest on the Securities, set aside, segregate
and hold in trust for the benefit of the holders of the Securities a sum
sufficient to pay such principal or interest so becoming due. The Issuers will
promptly notify the Trustee of any failure to take such action.

         Anything in this Section to the contrary notwithstanding, the Issuers
may at any time, for the purpose of obtaining a satisfaction and discharge of
this Indenture or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust by the Issuers or any paying agent hereunder, as required
by this Section, such sums to be held by the Trustee upon the trusts herein
contained.

         Anything in this Section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this Section are subject to the provisions
of Sections 9.3 and 9.4.

         SECTION 3.5       Certificates to Trustee. The Issuers will, so long as
any of the Securities are outstanding:

                  (a)      deliver to the Trustee, forthwith upon becoming aware
         of any default or defaults in the performance of any covenant,
         agreement or condition contained in this Indenture (including notice of
         any event of default which with the giving of notice and lapse of time
         would become an Event of Default under Section 4.1 hereof), an
         Officers' Certificate specifying such default or defaults and what
         action the issuers are taking or propose to take with respect thereto;
         and

                  (b)      deliver to the Trustee within 120 days after the end
         of each fiscal year of the Issuers beginning with the fiscal year
         ending December 31, 2002, an Officers' Certificate in compliance with
         Section 314(a)(4) of the Trust Indenture Act of 1939.

         SECTION 3.6       Securityholder Lists. If and so long as the Trustee
shall not be the Security registrar, the Issuers will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of the Securities pursuant to
Section 312 of the Trust Indenture Act (a) semi-annually not more than 15 days
after each record date for the payment of semi-annual interest on the
Securities, as hereinabove specified, as of such record date, and (b) at such
other times as the Trustee may request in writing, within thirty days after
receipt by the Issuers of any such request as of a date not more than 15 days
prior to the time such information is furnished.

         SECTION 3.7       Reports by the Issuers. The Issuers jointly and
severally covenant and agree to:

                  (a)      file with the Commission and, within 15 days after
         either Issuer is required to file the same with the Commission, with
         the Trustee copies of the annual reports and of the information,
         documents and other reports which either Issuer may be required to file
         with the Commission pursuant to Section 13 or Section 15(d) of the
         Exchange Act and, if neither Issuer is required to file such
         information, documents or reports with the Commission, to file with the


                                       23
<PAGE>

         Commission and the Trustee the same such information, documents or
         reports as if either Issuer were so subject;

                  (b)      file with the Trustee and the Commission, in
         accordance with rules and regulations prescribed from time to time by
         the Commission, such additional information. documents and reports with
         respect to compliance by the Issuers with the conditions and covenants
         provided for in this Indenture as may be required from time to time by
         such rules and regulations; and

                  (c)      transmit by mail to the Holders of Securities, within
         30 days after the filing thereof with the Trustee, any information,
         documents and reports required to be filed by the Issuers with the
         Trustee pursuant to (a) and (b) of this Section 3.7.

         SECTION 3.8       Reports by the Trustee. Within 60 days after May 15
of each year, beginning May 15, 2002, for so long as any Securities are
outstanding hereunder, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear in the registry books, in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act of 1939, a brief report dated as of such May 15 if required by and in
compliance with Section 313(a) of the Trust Indenture Act of 1939.

         SECTION 3.9       Limitation on Restricted Payments. Subject to the
other provisions of this Section 3.9, each Issuer shall not and shall not permit
any of its Subsidiaries to, directly or indirectly:

                  (a)      declare or pay any dividend or make any distribution
         on account of the Capital Stock or other Equity Interests of such
         Issuer or any Subsidiary of Advantica or Denny's Holdings ((i) other
         than dividends or distributions payable in Equity Interests (other than
         Disqualified Stock) of such Issuer or such Subsidiary and (ii) other
         than dividends or distributions payable by a Subsidiary (other than
         dividends or distributions payable by any of the Denny's Holdings Group
         to any of the Advantica Group) so long as, in the case of any dividend
         or distribution payable on any class or series of securities issued by
         a Subsidiary other than a wholly owned Subsidiary, such Issuer or a
         Subsidiary of such Issuer receives at least its pro rata share of such
         dividend or distribution in accordance with its Equity Interest in such
         class or series of securities);

                  (b)      purchase, redeem or otherwise acquire or retire for
         value any Equity Interests of such Issuer or any Subsidiary of
         Advantica or Denny's Holdings (other than any such Equity Interests (i)
         owned by Advantica or any of its Subsidiaries so purchased, redeemed or
         otherwise acquired or retired for value by any of the Advantica Group
         and (ii) owned by any of the Denny's Holdings Group so purchased,
         redeemed or otherwise acquired or retired for value by any of the
         Denny's Holdings Group);

                  (c)      voluntarily prepay any Old Notes or any Indebtedness
         that is subordinated to the Securities other than in connection with
         any (i) refinancing of such Indebtedness specifically permitted
         pursuant to Section 3.11(c), (ii) Indebtedness between (x) Advantica
         and any of its Subsidiaries in the Advantica Group or between
         Subsidiaries in the Advantica Group, (y) Denny's Holdings and any of
         its Subsidiaries in the Denny's Holdings Group or between Subsidiaries
         in the Denny's Holdings Group or (iii) Indebtedness of any of the
         Advantica Group to any of the Denny's Holdings Group; or


                                       24
<PAGE>

                  (d)      make any Restricted Investments (other than an
         Investment in any Unrestricted Subsidiary)

(all such dividends, distributions, purchases, redemptions or other
acquisitions, retirements, prepayments or Restricted Investments being
collectively referred to as "Restricted Payments"), if, at the time of such
Restricted Payment:

                           (i)   a Default or Event of Default shall have
                  occurred and be continuing or shall occur as a consequence
                  thereof;

                           (ii)  immediately after such Restricted Payment and
                  after giving effect thereto on a pro forma basis, Advantica
                  would not be able to incur $1.00 of additional Indebtedness
                  pursuant to the Fixed Charge Coverage Ratio test set forth in
                  Section 3.11(a); or

                           (iii) such Restricted Payment, without duplication,
                  together with (A) the aggregate of all other Restricted
                  Payments (in each case valued, where other than cash, at their
                  fair market value as of the date such Restricted Payment is
                  made) made after the date hereof and (B) the amount by which
                  the aggregate of all then outstanding Investments in
                  Unrestricted Subsidiaries (other than the FRD Investment),
                  calculated without giving effect to amounts included pursuant
                  to clause (z)(2) below, exceeds $25 million, is greater than
                  the sum of, without duplication: (v) 50% of the aggregate
                  Consolidated Net Income of Denny's Holdings for the period
                  (taken as one accounting period) from the beginning of the
                  first quarter immediately after the date hereof to the end of
                  its most recently ended fiscal quarter at the time of such
                  Restricted Payment; provided that, if such Consolidated Net
                  Income for such period is less than zero, then minus 100% of
                  the amount of such loss, plus (w) 100% of the aggregate
                  amortization of goodwill and of excess reorganization value
                  for the period specified in clause (v) above, plus (x) 100% of
                  the aggregate net cash proceeds and the fair market value of
                  marketable securities received by Denny's Holdings from the
                  issue or sale, after the date hereof, of Capital Stock of
                  Denny's Holdings (other than Capital Stock issued and sold to
                  a Subsidiary of Denny's Holdings and other than Disqualified
                  Stock), or any Indebtedness or other security convertible into
                  any such Capital Stock that has been so converted plus (y)
                  100% of the aggregate amounts contributed to the capital of
                  Denny's Holdings after the date hereof plus (z) 100% of the
                  aggregate amounts received in cash and the fair market value
                  of marketable securities (other than Restricted Investments)
                  received from (1) the sale or other disposition of Restricted
                  Investments made after the date hereof by Denny's Holdings and
                  its Subsidiaries or (2) the sale of the stock of an
                  Unrestricted Subsidiary or the sale of all or substantially
                  all of the assets of an Unrestricted Subsidiary to the extent
                  that a liquidating dividend is paid to Denny's Holdings or any
                  Subsidiary of Denny's Holdings from the proceeds of such sale
                  (in each case, other than to the extent of the FRD Investment
                  and only to the extent that such amounts were not applied to
                  reduce the aggregate amount of all outstanding Investments in
                  Unrestricted Subsidiaries for purposes of calculating the
                  aggregate amount of all such Investments in (B) above);
                  provided that no such amounts shall be included pursuant to
                  clause (x) or (y) above to the extent that the proceeds
                  (including by exchange) from any such issuance, sale or
                  contribution were used as provided in clause (2), (4) or (5)
                  in the next succeeding paragraph.


                                       25
<PAGE>

For purposes of clause (iii) above, the fair market value of property other than
cash shall be conclusively determined in good faith by the Board of Directors of
Denny's Holdings.

         The provisions of this Section 3.9 shall not prohibit:

                  (1) the payment of any dividend within 60 days after the date
         of declaration thereof, if at said date of declaration such payment
         would have complied with the provisions hereof;

                  (2) the retirement of any shares of Capital Stock of an Issuer
         in exchange for, or out of the net proceeds of the substantially
         concurrent sale (other than to a Subsidiary of such Issuer) of, other
         shares of such Issuer's Capital Stock, other than any Disqualified
         Stock;

                  (3) payments for the repurchase, redemption or other
         acquisition or retirement for value of any Equity Interests in
         Advantica issued to members of management of Advantica and its
         Subsidiaries pursuant to subscription and option agreements in effect
         on the date hereof and Equity Interests in Advantica issued to future
         members of management pursuant to subscription agreements executed
         subsequent to the date hereof, containing provisions for the repurchase
         of such Equity Interests upon death, disability or termination of
         employment of such persons which are substantially identical to those
         contained in the subscription agreements in effect on the date hereof;
         provided that the amount of such dividends or distributions, after the
         date hereof, in the aggregate will not exceed the sum of (A) $5,000,000
         plus (B) the cash proceeds from any reissuance of such Equity Interests
         by Advantica to members of management of Advantica and its
         Subsidiaries;

                  (4) the repurchase, redemption or other acquisition or
         retirement for value of any Indebtedness of an Issuer that is
         subordinated in right of payment to the Securities in exchange for or
         with the proceeds of the issuance of shares of such Issuer's Equity
         Interests (other than Disqualified Stock);

                  (5) the redemption, repurchase or retirement for value of any
         Indebtedness of an Issuer that is subordinated to the Securities (A)
         with the proceeds of, or in exchange for, Indebtedness incurred
         pursuant to Section 3.11(c) or (B) if, after giving effect to such
         redemption, repurchase or retirement, Advantica could incur at least
         $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
         Ratio test set forth in Section 3.11(a);

                  (6) the purchase, redemption or other acquisition or
         retirement for value of Equity Interests of any Subsidiary of Advantica
         (other than any such Equity Interests (i) owned by Advantica or any of
         its Subsidiaries so purchased, redeemed or otherwise acquired or
         retired for value by any of the Advantica Group and (ii) owned by any
         of the Denny's Holdings Group so purchased, redeemed or otherwise
         acquired or retired for value by any of the Denny's Holdings Group) in
         an aggregate cumulative amount not to exceed $5,000,000 annually;

                  (7) so long as no Default or Event of Default shall have
         occurred and be continuing, Permitted Payments to Advantica; and

                  (8) after the date on which a bankruptcy court enters an order
         closing the FRD Chapter 11 Case, the repurchase, redemption or other
         acquisition or retirement for value of Old Notes by Advantica for
         consideration in an aggregate amount not to exceed $50,000,000;


                                       26
<PAGE>

         provided, however, that no Default or Event of Default shall have
         occurred and be continuing at the time of any such repurchase,
         redemption or other acquisition or retirement;

provided, that in determining the aggregate amount expended for Restricted
Payments in accordance with clause (iii) of the first paragraph of this Section
3.9, (x) no amounts expended under clauses (2), (4), or (5) of this paragraph
shall be included, (y) 100% of the amounts expended under clauses (3), (6), (7)
and (8) of this paragraph shall be included, and (z) 100% of the amounts
expended under clause (1), to the extent not included under subclauses (x) or
(y) of this proviso, shall be included.

         SECTION 3.10      Limitation on Dividends and Other Payment
Restrictions Affecting Subsidiaries. Each Issuer shall not, and shall not permit
any of its Subsidiaries (other than nonconsolidated subsidiaries) to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction on the ability of any such Subsidiary
to (a) pay dividends or make any other distributions on its Capital Stock or any
other interest or participation in, or measured by, its profits, owned by an
Issuer or any of its Subsidiaries or pay any Indebtedness owed to an Issuer or
any of its Subsidiaries, (b) make loans or advances to an Issuer or any of its
Subsidiaries or (c) transfer any of its properties or assets to an Issuer or any
of its Subsidiaries, except in each case for such encumbrances or restrictions
existing under or by reason of (i) applicable law, (ii) this Indenture, (iii)
the Credit Agreement or any other agreement entered into in connection therewith
or as contemplated thereby, (iv) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of an Issuer or any of
its Subsidiaries, (v) any instrument governing Indebtedness of a person acquired
by an Issuer or any of its Subsidiaries at the time of such acquisition;
provided that such Indebtedness is not incurred in connection with or in
contemplation of such acquisition, (vi) the Old Notes, Existing Indebtedness or
other contractual obligation of an Issuer or any of its Subsidiaries existing on
the date hereof, (vii) additional Indebtedness in an aggregate principal amount
of up to $50,000,000 at any one time outstanding, (viii) any amendment,
modification, renewal, extension, replacement, refinancing or refunding of
encumbrances or restrictions imposed pursuant to clauses (ii), (iii), (vi) or
(vii) above; provided that the restrictions contained in any such amendment,
modification, renewal, extension, replacement, refinancing or refunding are no
less favorable in all material respects to the Holders of the Securities, (ix)
any Mortgage Financing or Mortgage Refinancing, (x) any Permitted Investment or
(xi) contracts for the sale of assets so long as such encumbrances or
restrictions apply only to the assets to be sold pursuant thereto.

         SECTION 3.11      Limitation on Additional Indebtedness and Issuance of
Disqualified Stock.

         (a)      Subject to the other provisions of this Section 3.11,

                  (x)      each Issuer shall not, and shall not permit any of
         its Subsidiaries to, directly or indirectly, create, incur, issue,
         assume or guarantee any Indebtedness (other than (A) Indebtedness (a)
         owing from any of the Denny's Holdings Group payable to any of the
         Advantica Group; (b) between Denny's Holdings and a Subsidiary of
         Denny's Holdings; (c) between Subsidiaries of Denny's Holdings; (d)
         between Advantica and a Subsidiary of Advantica in the Advantica Group;
         or (e) between Subsidiaries of the Advantica Group; and (B) guarantees
         by Advantica or any Subsidiary of Advantica of Indebtedness of any of
         the Denny's Holdings Group or guarantees by any Subsidiary in the
         Advantica Group of Indebtedness of any of the Advantica Group) and

                  (y)      neither Issuer shall issue any Disqualified Stock,


                                       27
<PAGE>

unless (i) such Indebtedness or Disqualified Stock is either Acquisition
Indebtedness or is created, incurred, issued, assumed or guaranteed by such
Issuer and not a Subsidiary of such Issuer and (ii) Advantica's Fixed Charge
Coverage Ratio for the four full fiscal quarters last preceding the date such
additional Indebtedness is created, incurred, assumed or guaranteed, or such
additional stock is issued, would have been at least 2.25:1, determined on a pro
forma basis (including a pro forma application of the net proceeds of such
Indebtedness or such issuance of stock) as if the additional Indebtedness had
been created, incurred, assumed or guaranteed, or such additional stock had been
issued, at the beginning of such four-quarter period.

         The limitations of this Section 3.11(a) shall not apply to the
incurrence by an Issuer or any of its Subsidiaries of any Indebtedness pursuant
to the Credit Agreement; provided, however, that the principal amount of such
Indebtedness incurred and outstanding at any time pursuant to the Credit
Agreement (including any Indebtedness incurred to refund or refinance such
Indebtedness) for this purpose shall not exceed the greater of $250,000,000 and
the aggregate amount of the commitments under the Credit Agreement on the date
hereof.

         (b)      The limitations of Section 3.11(a) hereof notwithstanding,
Advantica or any of its Subsidiaries may create, incur, issue, assume or
guarantee Indebtedness pursuant to the Credit Agreement or otherwise, (i) in
connection with or arising out of Mortgage Financings, Mortgage Refinancings and
sale and lease-back transactions; provided that the Mortgage Financing Proceeds,
Mortgage Refinancing Proceeds (excluding any Mortgage Refinancing Proceeds
received in connection with any refinancing of any Indebtedness secured by a
mortgage or Lien on the Excluded Property) or Net Proceeds, as the case may be,
incurred, assumed or created in connection therewith are used to pay any
outstanding Senior Indebtedness, and provided further that any amounts used to
repay Indebtedness outstanding under the Old Notes shall be applied only as and
when permitted under Section 3.9, (ii) constituting purchase money obligations
for property acquired in the ordinary course of business or other similar
financing transactions (including, without limitation, in connection with
Mortgage Financings and Mortgage Refinancings as and to the extent permitted in
clause (i) above); provided that, in the case of Indebtedness exceeding
$2,000,000 for any such obligation or transaction, such Indebtedness exists at
the date of the purchase or transaction or is created within 180 days
thereafter, (iii) constituting capital lease obligations, (iv) constituting
reimbursement obligations with respect to letters of credit, including, without
limitation, letters of credit in respect of workers' compensation claims issued
for the account of an Issuer or a Subsidiary of an Issuer in the ordinary course
of its business, or other Indebtedness with respect to reimbursement type
obligations regarding workers' compensation claims, (v) constituting additional
Indebtedness in an aggregate principal amount (including any Indebtedness
incurred to refund or refinance such Indebtedness) of up to $50,000,000 at any
one time outstanding, whether incurred under the Credit Agreement or otherwise,
(vi) constituting Indebtedness secured by the Excluded Property, and (vii)
constituting Existing Indebtedness and permitted refinancings thereof in
accordance with Section 3.11(c);

         (c)      The limitations of Section 3.11(a) hereof notwithstanding, an
Issuer or any Subsidiary of an Issuer may create, incur, issue, assume or
guarantee any Indebtedness that serves to refund, refinance or restructure the
Securities, Existing Indebtedness or any other Indebtedness incurred as
permitted hereunder, or any Indebtedness issued to so refund, refinance or
restructure such Indebtedness, in an amount equal to or less than the
Indebtedness being so refunded, refinanced or restructured, including additional
Indebtedness incurred to pay premiums and fees in connection therewith
("Refinancing Indebtedness"), prior to its respective maturity; provided,
however, that such Refinancing Indebtedness is incurred by the obligor on the
Indebtedness being refinanced and (i) bears an interest rate per annum that is
equal to or less than the interest rate per annum then payable under such
Indebtedness being refunded


                                       28
<PAGE>

or refinanced (calculated in accordance with any formula set forth in the
documents evidencing any such Indebtedness) unless such Refinancing Indebtedness
is incurred, created or assumed within twelve months of the scheduled maturity
of the Indebtedness being refinanced, (ii) has a Weighted Average Life to
Maturity at the time such Refinancing Indebtedness is incurred which is not less
than the remaining Weighted Average Life to Maturity of such Indebtedness being
refunded or refinanced, and (iii) to the extent such Refinancing Indebtedness
refinances Indebtedness subordinated to the Securities, such Refinancing
Indebtedness is subordinated to the Securities at least to the same extent as
the Indebtedness being refinanced or refunded, and provided further that clauses
(i), (ii) and (iii) of this clause (c) will not apply to any refunding or
refinancing of any Senior Indebtedness; and

         (d)      The limitations of Section 3.11(a) hereof notwithstanding, any
nonconsolidated subsidiary of an Issuer created after the date hereof may
create, incur, issue, assume, guarantee or otherwise become liable with respect
to any additional Indebtedness; provided that such Indebtedness is nonrecourse
to any Issuer and its consolidated Subsidiaries, and the Issuers and their
consolidated Subsidiaries have no liability with respect to such additional
Indebtedness.

         SECTION 3.12      Limitation on Transactions with Affiliates. Each
Issuer shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, enter into any transaction with any Affiliate (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) involving aggregate consideration in excess of
$5,000,000 for any one transaction, except for (1) transactions (including any
investments, loans or advances by or to any Affiliate) in good faith the terms
of which are fair and reasonable to such Issuer or Subsidiary, as the case may
be, and are at least as favorable as the terms that could be obtained by such
Issuer or Subsidiary, as the case may be, in a comparable transaction made on an
arm's length basis between unaffiliated parties (in each case as conclusively
determined by a majority of the Board of Directors of Advantica or Denny's
Holdings, as applicable, unaffiliated with such Affiliate or, if there are no
such directors, as conclusively determined by a majority of the Board of
Directors of Advantica or Denny's Holdings, as applicable), (2) transactions in
which such Issuer or any of its Subsidiaries, as the case may be, delivers to
the holders of the Securities a written opinion of a nationally recognized
investment banking firm stating that such transaction is fair to such Issuer or
Subsidiary, as the case may be, from a financial point of view, (3) transactions
between such Issuer and its Subsidiaries or between Subsidiaries of such Issuer
that are not otherwise prohibited by Section 3.9 and (4) payments or loans to
employees or consultants pursuant to employment or consultancy contracts which
are approved by the Board of Directors of Advantica or Denny's Holdings, as
applicable, in good faith.

         SECTION 3.13      Limitation on Sale of Assets.

         (a)      Neither Issuer nor any of their respective Subsidiaries
(other than nonconsolidated Subsidiaries) shall (A) (I) sell, lease, convey or
otherwise dispose of, in any transaction or group of transactions that are a
part of a common plan, all or substantially all of the assets or Capital Stock
of any Asset Segment (provided that the sale, lease, conveyance or other
disposition of all or substantially all of an Issuer's assets shall not be
governed by this Section 3.13 but shall be governed by the provisions of Section
8.1) or (II) issue or sell Equity Interests of any Asset Segment (each of the
foregoing, an "Asset Sale") or (B) sell, lease, convey or otherwise dispose of
any Business Segment, unless in each case, such Issuer shall apply the Net
Proceeds from such Asset Sale or such sale, lease, conveyance or other
disposition of a Business Segment to one or more of the following in such
combination as such Issuer may choose: (i) an Investment in another asset or
business in the same line of business as, or a line of business similar to that
of, the line of business of Advantica and its Subsidiaries (other than in the
case of any Asset Sale of an Asset Segment in any of the Denny's Holdings Group
or any sale, lease, conveyance


                                       29
<PAGE>

or other disposition of any Business Segment in any of the Denny's Holdings
Group, any Investment by any of the Denny's Holdings Group in any of the
Advantica Group) and such Investment occurs within 366 days of such Asset Sale
or such sale, lease, conveyance or other disposition of a Business Segment, (ii)
a Net Proceeds Offer (defined below) expiring within 366 days of such Asset Sale
or such sale, lease, conveyance or other disposition of a Business Segment or
(iii) the purchase, redemption or other prepayment or repayment of outstanding
Senior Indebtedness within 366 days of such Asset Sale or such sale, lease,
conveyance or other disposition of a Business Segment, provided that any amounts
used to repay Indebtedness outstanding under the Old Notes shall be applied only
as and when permitted under Section 3.9 hereof; provided, however, that if the
net amount not invested pursuant to clause (i) above or applied pursuant to
clause (iii) above is less than $15,000,000, such Issuer shall not be further
obligated to offer to repurchase Securities pursuant to clause (ii) above.
Notwithstanding the foregoing, the receipt of all proceeds of insurance paid on
account of the loss of or damage to any Business Segment and awards of
compensation for any such Business Segment taken by condemnation or eminent
domain which result in net proceeds to such Issuer of $50,000,000 or more
(excluding proceeds to be used for replacement of such Business Segment,
provided that the Trustee has received notice from such Issuer within 90 days of
such receipt of its intention to use such proceeds for such purpose) will be
deemed an "Asset Sale." Notwithstanding anything herein to the contrary, the
following will not be deemed an "Asset Sale" or a sale or other disposition of a
Business Segment: (1) Permitted Investments, (2) sales, leases, conveyances or
other dispositions of assets by (x) any of the Advantica Group to Advantica or
any of its wholly owned Subsidiaries or (y) any of the Denny's Holdings Group to
Denny's Holdings, or (3) a Public Offering of any Subsidiary of Advantica, but
only to the extent that the proceeds of which are used to redeem up to 35% of
the aggregate principal amount of Securities as provided in Section 11.1.

         (b)      For purposes of subsection (ii) of Section 3.13(a), the
Issuers shall apply the Net Proceeds of the Asset Sale or the sale, lease,
conveyance or other disposition of a Business Segment to make a tender offer in
accordance with applicable law (a "Net Proceeds Offer") to repurchase Securities
at a price not less than 100% of the principal amount thereof, plus accrued and
unpaid interest. Any Net Proceeds Offer shall be made by the Issuers only if and
to the extent permitted under, and subject to prior compliance with, the terms
of any agreement governing Senior Indebtedness. If on the date any Net Proceeds
Offer is commenced, securities of an Issuer ranking pari passu in right of
payment with the Securities are at the time outstanding, and the terms of such
securities provide that an offer to repurchase such securities similar to the
Net Proceeds Offer is to be made with respect thereto, then the Net Proceeds
Offer for the Securities shall be made concurrently with such other offer, and
securities of each issue shall be accepted on a pro rata basis, in proportion to
the aggregate principal amount of securities of each issue which the holders of
securities of such issue elect to have repurchased. After the last date on which
holders of the Securities are permitted to tender their Securities in a Net
Proceeds Offer, the Issuer that originally received the Net Proceeds shall not
be restricted under this Section 3.13 as to its use of any Net Proceeds
available to make such Net Proceeds Offer (up to the amount of Net Proceeds that
would have been used to repurchase Securities assuming 100% acceptance of the
Net Proceeds Offer) but not used to repurchase Securities pursuant thereto.

         (c)      Notwithstanding any provision hereof to the contrary, for a
period of 120 days after the last date on which holders of the Securities are
permitted to tender their Securities in the Net Proceeds Offer, the Issuer that
originally received the Net Proceeds may use any Net Proceeds available to make
such Net Proceeds Offer but not used to repurchase Securities pursuant thereto
to purchase, redeem or otherwise acquire or retire for value any securities of
such Issuer ranking junior in right of payment to the Securities at a price,
stated as a percentage of the principal or face amount of such junior
securities, not greater than the price, stated as a percentage of the principal
amount of the Securities, offered in the Net Proceeds Offer; provided that, if
the Net Proceeds Offer is for a principal amount (the "Net Proceeds


                                       30
<PAGE>

Offer Amount") of the Securities less than the aggregate principal amount of the
Securities then outstanding, then the Net Proceeds available for use by such
Issuer for such a purchase, redemption or other acquisition or retirement for
value of junior securities shall not exceed the Net Proceeds Offer Amount.

         (d)      An offer to repurchase Securities pursuant to this Section
3.13 shall be made pursuant to the provisions of Section 11.5 hereof.
Simultaneously with the notification of such offer of redemption to the Trustee
as required by Section 11.5 hereof, the Issuers shall provide the Trustee with
an Officers' Certificate setting forth the information required to be included
therein by Section 10.5 hereof and, in addition, setting forth the calculations
used in determining the amount of Net Proceeds to be applied to the redemption
of Securities.

         (e)      In the event that an Issuer shall make any payment of Net
Proceeds to the Trustee which, to the actual knowledge of a trust officer of the
Trustee, should properly have been made to holders or to the representative of
the holders of any Senior Indebtedness for the prepayment or repayment of such
Senior Indebtedness pursuant to the provisions of this Section 3.13, such
payment shall be held by the Trustee for the benefit of, and, upon written
request of the holders of such Senior Indebtedness or their representative,
shall be paid forthwith over and delivered to, the holders of such Senior
Indebtedness or their representative for application in accordance with the
provisions of this Section 3.13. With respect to the holders of such Senior
Indebtedness, the Trustee undertakes to perform only such obligations on the
part of the Trustee as are specifically set forth in this Section 3.13(e), and
no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of such
Senior Indebtedness. If Net Proceeds are received by Holders which, pursuant
to the provisions of this Section 3.13, should properly have been received by
the holders of such Senior Indebtedness or their representative for the
prepayment or repayment of such Senior Indebtedness, the Holders who receive
such Net Proceeds shall hold such Net Proceeds in trust for, and pay such Net
Proceeds over to, the holders of such Senior Indebtedness or their
representative.

         SECTION 3.14      Corporate Existence. Subject to Article 8 hereof and
other than as permitted by the Credit Agreement, each Issuer shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership or other existence of
each Significant Subsidiary in accordance with the respective organizational
documents as they may be from time to time amended of each Issuer and each such
Subsidiary and the rights (charter and statutory), governmental licenses and
governmental franchises of each Issuer and its Subsidiaries; provided, however,
that neither Issuer shall be required to preserve any such right, license or
franchise or the corporate, partnership or other existence of any such
Subsidiary, if the preservation thereof is no longer necessary in the conduct of
the business of such Issuer and its Subsidiaries taken as a whole and the loss
thereof is not adverse in any material respect to the Holders (which
determination, if made in good faith by the Board of Directors of such Issuer,
shall be conclusive).

         SECTION 3.15      Limitation on Liens.

         (a)      Each Issuer shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien on any asset now owned or hereafter acquired by such Issuer or
any such Subsidiary, except with respect to:


                                       31
<PAGE>

                  (i)      Liens securing or arising under or in connection with
         any Indebtedness of an Issuer not expressly by its terms subordinate or
         junior in right of payment to any other Indebtedness of such Issuer;

                  (ii)     Liens existing on the date hereof;

                  (iii)    Liens permitted by or required pursuant to the Credit
         Agreement;

                  (iv)     Liens relating to judgments to the extent such
         judgments do not give rise to an Event of Default pursuant to Section
         4.1(5);

                  (v)      Liens arising under or in connection with Section
         9.1;

                  (vi)     Liens incurred in the ordinary course of business so
         long as the Indebtedness secured by such Lien does not exceed
         $5,000,000 at any one time outstanding;

                  (vii)    Liens for taxes or assessments and similar charges
         either (x) not delinquent or (y) contested in good faith by appropriate
         proceedings and as to which either Issuer or a Subsidiary of either
         Issuer shall have set aside on its books such reserves as may be
         required pursuant to generally accepted accounting principles;

                  (viii)   Liens incurred or pledges and deposits in connection
         with workers' compensation, unemployment insurance and other social
         security benefits, or securing performance bids, tenders, leases,
         contracts (other than for the repayment of borrowed money), statutory
         obligations, progress payments, surety and appeal bonds and other
         obligations of like nature, incurred in the ordinary course of
         business;

                  (ix)     Liens imposed by law, such as mechanics', carriers',
         warehousemen's, materialmen's and vendors' Liens, incurred in good
         faith in the ordinary course of business;

                  (x)      zoning restrictions, easements of licenses,
         covenants, reservations, restrictions on the use of real property or
         minor irregularities of title incident thereto of any of the Denny's
         Holdings Group which do not in the aggregate materially detract from
         the value of the property or assets of the Denny's Holdings Group,
         taken as a whole, or of any of the Advantica Group which do not in the
         aggregate materially detract from the value of the property or assets
         the Advantica Group, taken as a whole, or materially impair the
         operation of the business of, as applicable, either the Denny's
         Holdings Group, taken as a whole, or the Advantica Group, taken as a
         whole;

                  (xi)     Liens created by Subsidiaries in the Denny's Holdings
         Group to secure Indebtedness of such Subsidiaries to any of Denny's
         Holdings Group or Liens created by Subsidiaries in the Advantica Group
         to secure Indebtedness of such Subsidiaries to any of the Advantica
         Group or the Denny's Holdings Group;

                  (xii)    pledges of or Liens on raw materials or on
         manufactured products as security for any drafts or bills of exchange
         in connection with the importation of such raw materials or
         manufactured products in the ordinary course of business;


                                       32
<PAGE>

                  (xiii)   a Lien on any assets (x) securing Indebtedness
         incurred or assumed pursuant to clause (ii) or (iii) or Section 3.11(b)
         hereof for the purpose of financing all or any part of the cost of
         acquiring such asset or construction thereof or thereon or (y) existing
         on assets or businesses at the time of the acquisition thereof;

                  (xiv)    the Lien granted to the Trustee pursuant to Section
         5.6 hereof and any substantially equivalent Lien granted to the
         respective trustees under the indentures for other debt securities of
         either Issuer;

                  (xv)     Liens arising in connection with any Mortgage
         Financing or Mortgage Refinancing by either Issuer or any of its
         Subsidiaries;

                  (xvi)    Liens securing reimbursement obligations with respect
         to letters of credit issued for the account of either Issuer or any of
         its Subsidiaries in the ordinary course of business;

                  (xvii)   any Lien on the Excluded Property;

                  (xviii)  Liens securing an interest of a landlord in real
         property leases; and

                  (xix)    Liens created in connection with the refinancing of
         any Indebtedness secured by Liens permitted to be incurred or to exist
         pursuant to the foregoing clauses; provided, however, that no
         additional assets are encumbered by such Liens in connection with such
         refinancing, unless permitted by clause (iii) above or Section 3.15(b)
         hereof.

         (b)      Notwithstanding the provisions of paragraph (a) above, an
Issuer may create or assume any Lien upon any of its properties or assets,
whether now owned or hereafter acquired, if such Issuer shall cause the
Securities to be equally and ratably secured with any and all other Indebtedness
secured by such Lien as long as any such other Indebtedness shall be so secured;
provided that if such Lien ceases to exist, such equal and ratable Lien shall
thereupon automatically cease. Notwithstanding anything in this Indenture to the
contrary, in no event shall any Lien be incurred (i) securing Indebtedness
outstanding pursuant to the Old Notes or (ii) on any assets of the Denny's
Holdings Group securing Indebtedness of any of the Advantica Group (other than
such Indebtedness of any of the Advantica Group which is also Indebtedness of
any of the Denny's Holdings Group).

         SECTION 3.16      Future Subsidiary Guarantors. Each Issuer shall not
permit any of its Subsidiaries to guarantee the payment of any Indebtedness of
an Issuer that is expressly by its terms subordinate or junior in right of
payment to any other Indebtedness of such Issuer (a "Subordinated Indebtedness
Guarantee"), unless (i) such Subsidiary executes and delivers a supplemental
indenture evidencing its guarantee of such Issuer's Obligations hereunder and
under the Securities on a substantially similar basis (the "Securities
Guarantee") and (ii) the Securities Guarantee is senior in right of payment to
such Subordinated Indebtedness Guarantee to the same extent as the Securities
are senior in right of payment to such junior Indebtedness of such Issuer;
provided that if such Subordinated Indebtedness Guarantee ceases to exist for
any reason, the Securities Guarantee shall thereupon automatically cease to
exist. Nothwithstanding anything herein to the contrary, in no event shall any
Subsidiary of Advantica guarantee Indebtedness outstanding pursuant to the Old
Notes.

         SECTION 3.17      Investments in Unrestricted Subsidiaries. Each Issuer
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, make any Investment in any Unrestricted


                                       33
<PAGE>

Subsidiary unless (i) the amount of such Investment does not exceed the amount
then permitted to be used to make a Restricted Payment pursuant to clause (iii)
of the first paragraph of Section 3.9 and (ii) immediately after such
Investment, and after giving effect thereto on a pro forma basis deducting from
Net Income the amount of any Investment the Issuers and Subsidiaries of the
Issuers have made in Unrestricted Subsidiaries during the four full fiscal
quarters last preceding the date of such Investment, Advantica would be able to
incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 3.11(a). Notwithstanding clauses (i) and (ii) of
this Section 3.17 or any provision hereof to the contrary, the Issuers and their
Subsidiaries shall be permitted to make investments in Unrestricted Subsidiaries
in an aggregate amount not to exceed $25,000,000 (without regard to the FRD
Investment) at any one time outstanding. The amount by which the aggregate of
all Investments in Unrestricted Subsidiaries exceeds $25,000,000 (without regard
to the FRD Investment) shall be counted in determining the aggregate permissible
amount of Restricted Payments pursuant to clause (iii) of the first paragraph of
Section 3.9. Neither Issuer will permit any Unrestricted Subsidiary to become a
Subsidiary, except pursuant to the last sentence of the definition of
"Unrestricted Subsidiary."

         SECTION 3.18      Offer to Redeem upon Change of Control. If at any
time (the "Change of Control Date") (i) all or substantially all of an Issuer's
assets are sold as an entirety to any person or related group of persons, (ii)
an Issuer is merged with or into another corporation or another corporation is
merged with or into an Issuer with the effect that immediately after such
transaction the stockholders of such Issuer immediately prior to such
transaction hold less than a majority in interest of the total voting power
entitled to vote in the election of directors, managers or trustees of the
person surviving such transaction, (iii) any person or related group of persons
acquires a majority in interest of the total voting power or voting stock of an
Issuer, (iv) the persons constituting the Board of Directors of Advantica on the
date hereof or persons nominated or elected to the Board of Directors of
Advantica by a majority vote of such directors (the "Continuing Directors") or
by a majority vote of the Continuing Directors do not constitute a majority of
the members of the Board of Directors of Advantica, or (v) Advantica shall cease
to own, directly or indirectly, 100% of the Equity Interests of Denny's Holdings
having ordinary voting power for the election of directors or other governing
body (each a "Change of Control"), then, in any such case, the Issuers will
notify the Holders of the Securities in writing of such occurrence and will make
an offer to purchase in accordance with the terms of this Indenture (the "Change
of Control Offer") all Securities then outstanding at a purchase price equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the repurchase date; provided, however, that such repurchase will only occur
if there has been no acceleration which has not been withdrawn or paid pursuant
to the Credit Agreement prior to the time of notice of a Change of Control
Offer. Prior to the mailing of the notice to Holders provided for above, the
Issuers will (x) to the extent then repayable or prepayable, repay in full all
Indebtedness under the Credit Agreement and, to the extent not then repayable or
prepayable, offer to repay in full all such Indebtedness and to repay the
Indebtedness of each lender under the Credit Agreement who has accepted such
offer or (y) obtain the requisite consent under the Credit Agreement to permit
the repurchase of the Securities. The Issuers shall first comply with the
proviso in the preceding sentence before they shall be required to repurchase
the Securities pursuant to this Section 3.18.

         The Issuers shall comply with all applicable tender offer rules
(including without limitation Rule 14e-1 under the Exchange Act, if applicable)
in the event that the repurchase option pursuant to this Section 3.18 is
triggered under the circumstances described herein. Not less than 30 or more
than 60 days following any Change of Control, the Issuers shall mail a notice to
each Holder of any Securities stating (a) that a Change of Control has occurred
and that a Change of Control Offer is being made as described in this Section
3.18 and that all Securities properly tendered will be accepted for payment, (b)
the purchase price and the repurchase date, which will be no later than 30
Business Days from the date such notice is mailed (the "Change of Control
Payment Date"), (c) that only Securities not tendered


                                       34
<PAGE>

will continue to accrue interest, (d) that any Securities accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date, (e) that Holders electing to have Securities
redeemed pursuant to the Change of Control Offer will be required to surrender
the Securities, with the form entitled "Option of Holder to Elect to Have
Security Repurchased" on the reverse of the Security completed (with the box
checked referencing the Change of Control Offer pursuant to this Section 3.18),
to the Issuer or paying agent prior to the close of business on the third
Business Day preceding the Change of Control Payment Date, (f) that Holders will
be entitled to withdraw their election if the Issuers or paying agent receives,
not later than the second Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Securities delivered for redemption, and
a statement that such Holder is withdrawing his election to have the Securities
redeemed, (g) that Holders whose Securities are being redeemed only in part will
be issued new Securities equal in principal amount to the unredeemed portion of
the Securities surrendered, which unredeemed portion must be equal to $1,000 in
principal amount or an integral multiple thereof, and (h) such other
instructions determined by the Issuers, consistent with this provision, that a
Holder of the Securities must follow in order to have such Holder's Securities
repurchased.

         On the Change of Control Payment Date, the Issuers shall, to the extent
lawful, (i) accept for payment Securities or portions thereof tendered pursuant
to the Change of Control Offer, (ii) deposit with the paying agent money
sufficient to pay the redemption price of all Securities or portions thereof so
tendered and (iii) deliver to the Trustee Securities so accepted together with
an Officer's Certificate stating the Securities or portions thereof tendered to
the Issuers. The paying agent shall promptly mail to the Holder of Securities so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail to Holders whose Securities are redeemed only in
part new Securities equal in principal amount to any unredeemed portion of the
Securities surrendered, provided that such new Securities shall be in a
principal amount of $1,000 or an integral multiple thereof.

                                  ARTICLE FOUR

                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDERS ON EVENT OF DEFAULT

         SECTION 4.1       Events of Default. An "Event of Default" occurs if:

                  (1)      the Issuers default in the payment of interest on any
         Security when the same becomes due and payable and the Default
         continues for a period of 30 days;

                  (2)      the Issuers default in the payment of the principal
         of any Security when the same becomes due and payable, whether at
         maturity, upon redemption or otherwise;

                  (3)      an Issuer fails to comply with any of its other
         agreements or covenants in, or any other provisions of, the Securities
         or this Indenture and the Default continues for the period and after
         the notice specified in this Section 4.1;

                  (4)      a default occurs under any mortgage indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by an Issuer
         or any of its Subsidiaries (or the payment of which is guaranteed by an
         Issuer or any of its Subsidiaries) other than (i) Indebtedness of any
         of the Advantica Group to any


                                       35
<PAGE>

         of the Advantica Group or Indebtedness of any of the Denny's Holdings
         Group to any of the Denny's Holdings Group or (ii) Indebtedness of a
         nonconsolidated subsidiary of an Issuer that is nonrecourse to such
         Issuer or its consolidated Subsidiaries), if (a) either (x) such
         default results from the failure to pay principal upon the final
         maturity of such Indebtedness (after the expiration of any applicable
         grace period) or (y) as a result of such default the maturity of such
         Indebtedness has been accelerated prior to its final maturity, (b) the
         principal amount of such Indebtedness, together with the principal
         amount of any other such Indebtedness with respect to which the
         principal amount remains unpaid upon its final maturity (after the
         expiration of any applicable grace period), or the maturity of which
         has been so accelerated, aggregates $30,000,000 or more and (c) such
         default does not result from compliance with any applicable law or any
         court order or governmental decree to which such Issuer or any of its
         Subsidiaries is subject;

                  (5)      a final judgment or final judgments for the payment
         of money are entered by a court or courts of competent jurisdiction
         against an Issuer or any of its Subsidiaries and such judgment or
         judgments remain undischarged for a period (during which execution
         shall not be effectively stayed) of 60 days, provided that the
         aggregate of all such judgments (net of amounts covered by insurance,
         treating any deductibles, self-insurance or retention as not so
         covered) exceeds $10,000,000; and

                  (6)      an Issuer or any Significant Subsidiary of an Issuer
         pursuant to or within the meaning of any Bankruptcy Law:

                           (a)      commences a voluntary case,

                           (b)      consents to the entry of an order for relief
                  against it in an involuntary case,

                           (c)      consents to the appointment of a Custodian
                  of it or for all or substantially all of its property, or

                           (d)      makes a general assignment for the benefit
                  of its creditors; or

                  (7)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (a)      is for relief against an Issuer or any
                  Significant Subsidiary of an Issuer in an involuntary case,

                           (b)      appoints a Custodian of an Issuer or any
                  Significant Subsidiary of an Issuer or for all or
                  substantially all of its property, or

                           (c)      orders the liquidation of an Issuer or any
                  Significant Subsidiary of an Issuer,

         and the order or decree remains unstayed and in effect for 60 days.

         The term "Custodian" means any receiver. trustee, assignee, liquidator
or similar official under any Bankruptcy Law.

         An Event of Default shall not be deemed to have occurred under clause
(4) or (5) until the Issuers shall have received written notice thereof from the
Trustee or the Holders of at least 30% in aggregate


                                       36
<PAGE>

principal amount of the Securities then outstanding. A Default under clause (3)
is not an Event of Default until the Trustee notifies the Issuers, or the
Holders of at least 30% in aggregate principal amount of the Securities then
outstanding notify the Issuers and the Trustee, of the Default and the Issuers
do not cure the Default within 30 days after receipt of the notice. The notice
must specify the Default, demand that it be remedied and state that the notice
is a "Notice of Default."

         In the case of any Event of Default pursuant to the provisions of this
Section 4.1 occurring by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of an Issuer with the intention of avoiding payment
of the premium which the Issuers would have to pay if the Issuers then had
elected to redeem the Securities pursuant to Section 11.1, an equivalent premium
shall also become and be immediately due and payable to the extent permitted by
law, anything in this Indenture or in the Securities contained to the contrary
notwithstanding.

         SECTION 4.2       Acceleration. If an Event of Default (other than an
Event of Default specified in clause (6) or (7) of Section 4.1) occurs and is
continuing, the Trustee may, by written notice to the Issuers, or the Holders of
at least 30% (or 25% in the case of an Event of Default specified in Section
4.1(l) or 4.1(2)) in aggregate principal amount of the Securities then
outstanding may, by written notice to the Issuers and the Trustee, and the
Trustee shall, upon the request of such Holders, declare 100% of the unpaid
principal of and any accrued and unpaid interest on the Securities to be due and
payable. Upon such declaration the principal and interest shall be due and
payable immediately; provided, however, that if any Senior Indebtedness is
outstanding pursuant to the Credit Agreement, upon a declaration of
acceleration, such principal and interest shall be due and payable upon the
earlier of (x) the day that is five Business Days after the provision to the
Issuers and the Credit Agent of such written notice, unless such Event of
Default is cured or waived prior to such date, and (y) the date of acceleration
of any Senior Indebtedness under the Credit Agreement. In the event of a
declaration of acceleration because an Event of Default specified in Section
4.1(4) has occurred and is continuing, such declaration of acceleration shall be
automatically annulled if such payment default is cured or waived or the holders
of the Indebtedness which is the subject of such Event of Default have rescinded
their declaration of acceleration in respect of such Indebtedness within 60 days
thereof and the Trustee has received written notice of such cure, waiver or
rescission and no other Event of Default under Section 4.1(4) has occurred and
is continuing with respect to which 60 days have elapsed since the declaration
of acceleration of the Indebtedness which is the subject of such other event of
default (without rescission of the declaration of acceleration of such
Indebtedness). If an Event of Default specified in clause (6) or (7) of Section
4.1 occurs, the unpaid principal of and any accrued and unpaid interest on all
the Securities shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.
The Holders of a majority in principal amount of the then outstanding Securities
by written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal or
interest that has become due solely because of the acceleration) have been cured
or waived. No such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto.

         SECTION 4.3       Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or


                                       37
<PAGE>

constitute a waiver of or acquiescence in the Event of Default. Except as set
forth in Section 2.6 hereof, all remedies are cumulative to the extent permitted
by law.

         SECTION 4.4       Waiver of Defaults. Subject to Section 7.2 hereof,
the Holders of a majority in principal amount of the then outstanding Securities
by notice to the Trustee may waive any past Default or Event of Default and its
consequences except a continuing Default or Event of Default in the payment of
the principal of or interest on any Security. Upon any such waiver, such Default
or Event of Default shall cease to exist and together with any Event of Default
arising therefrom, shall be deemed to have been cured for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

         SECTION 4.5       Control by Majority. The Holders of a majority in
principal amount of the then outstanding Securities may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on it. However, the Trustee may (i)
refuse to follow any direction that conflicts with law or this Indenture, that
the Trustee reasonably determines may be unduly prejudicial to the rights of
other Holders or that may subject the Trustee to personal liability or (ii) take
any other action that it deems proper that is not inconsistent with such
decision. The Trustee shall be entitled to indemnification reasonably
satisfactory to it against losses or expenses caused by the taking or not taking
of such action.

         SECTION 4.6       Limitation on Suits. A Holder may pursue a remedy
with respect to this Indenture or the Securities only if:

                  (1)      the Holder gives to the Trustee written notice of a
         continuing Event of Default;

                  (2)      the Holders of at least 30% (or 25 % in the case of
         an Event of Default specified in Section 4.1(1) or 4.1(2)) in principal
         amount of the Securities then outstanding make a written request to the
         Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer and, if requested,
         provide to the Trustee indemnity satisfactory to the Trustee against
         any loss, liability or expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer and, if requested,
         the provision of indemnity; and

                  (5)      during such 60-day period the Holders of a majority
         in principal amount of the then outstanding Securities do not give the
         Trustee a direction which, in the opinion of the Trustee, is
         inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.

         SECTION 4.7       Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Security, on or after the respective
due dates expressed in the Security, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of the Holder.

         SECTION 4.8       Collection Suit by Trustee. If an Event of Default
specified in Section 4.1(1) or 4.1(2) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as


                                       38
<PAGE>

trustee of an express trust against the Issuers for the whole amount of
principal and interest remaining unpaid on the Securities and interest on
overdue principal and, to the extent lawful, interest and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         SECTION 4.9       Trustee May File Proofs of Claim. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Issuers (or any other obligor upon the Securities),
their respective creditors or property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 5.6
hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 5.6 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties which the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. If the Trustee does not file a proper claim or proof of debt in the
form required in any such proceeding prior to 30 days before the expiration of
the time to file such claim or claims, then the Credit Agent shall have the
right to file and is hereby authorized to file an appropriate claim for and on
behalf of the Holders.

         SECTION 4.10      Priorities. If the Trustee collects any money
pursuant to this Article, it shall pay out the money in the following order:

         First: to the Trustee, its agents and attorneys for amounts due under
Section 5.6, including payment of all compensation, expense and liabilities
incurred, and all advances made by the Trustee and the costs and expenses of
collection;

         Second: to the Holders for amounts due and unpaid on the Securities for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively, and

         Third: to the Issuers.

         The Trustee may fix a record date and payment date for any payment to
Holders.

         SECTION 4.11      Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the


                                       39
<PAGE>

claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 4.7, or a suit by
Holders of more than 10% in principal amount of the then outstanding Securities.

                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

         SECTION 5.1       Duties and Responsibilities of the Trustee; During
Default; Prior to Default. The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured or waived) the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that

                  (a)      prior to the occurrence of an Event of Default and
         after the curing or waiving of all such Events of Default which may
         have occurred:

                           (i)      the duties and obligations of the Trustee
                  shall be determined solely by the express provisions of this
                  Indenture, and the Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Indenture, and no implied covenants or
                  obligations shall be read into this Indenture against the
                  Trustee, and

                           (ii)     in the absence of bad faith on the part of
                  the Trustee, the Trustee may conclusively rely, as to the
                  truth of the statements and the correctness (if the opinions
                  expressed therein, upon any statements, certificates or
                  opinions furnished to the Trustee and conforming to the
                  requirements of this indenture; but in the case of any such
                  statements, certificates or opinions which by any provision
                  hereof are specifically required to be furnished to the
                  Trustee, the Trustee shall be under a duty to examine the same
                  to determine whether or not they conform to the requirements
                  of this Indenture.

                  (b)      the Trustee shall not be liable for any error of
         judgment made in good faith by a responsible officer or responsible
         officers of the Trustee, unless it shall be proved that the Trustee was
         negligent in ascertaining the pertinent facts; and

                  (c)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the holders of not less than a majority in
         principal amount of the Securities at the time outstanding relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the


                                       40
<PAGE>

exercise of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

         This Section 5.1 is in furtherance of and subject to Sections 315 and
316 of the Trust Indenture Act of 1939.

         SECTION 5.2       Certain Rights of the Trustee. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 5.1:

                  (a)      the Trustee may rely and shall be protected in acting
         or refraining from acting upon any resolution, Officers' Certificate or
         any other certificate, statement, instrument, opinion, report, notice,
         request, consent, order, bond, debenture, note, coupon, security or
         other paper or document believed by it to be genuine and to have been
         signed or presented by the proper party or parties;

                  (b)      any request, direction, order or demand of the
         Issuers mentioned herein shall be sufficiently evidenced by an
         Officers' Certificate (unless other evidence in respect thereof be
         herein specifically prescribed); and any resolution of the Board of
         Directors of an Issuer may be evidenced to the Trustee by a copy
         thereof certified by the secretary or an assistant secretary of such
         Issuer;

                  (c)      the Trustee may consult with counsel and any advice
         or Opinion of Counsel shall be full and complete authorization and
         protection in respect of any action taken, suffered or omitted to be
         taken by it hereunder in good faith and in accordance with such advice
         or Opinion of Counsel;

                  (d)      Trustee shall be under no obligation to exercise any
         of the trusts or powers vested in it by this Indenture at the request,
         order or direction of any of the Securityholders pursuant to the
         provisions of this Indenture, unless such Securityholders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities which might be incurred therein or
         thereby;

                  (e)      the Trustee shall not be liable for any action taken
         or omitted by it in good faith and believed by it to be authorized or
         within the discretion, rights or powers conferred upon it by this
         Indenture;

                  (f)      prior to the occurrence of an Event of Default
         hereunder and after the curing or waiving of all Events of Default, the
         Trustee shall not be bound to make any investigation into the facts or
         matters stated in any resolution, certificate, statement, instrument,
         opinion, report, notice, request, consent, order, approval, appraisal,
         bond, debenture, note, coupon, security, or other paper or document
         unless requested in writing so to do by the holders of not less than a
         majority in aggregate principal amount of the Securities then
         outstanding; provided that, if the payment within a reasonable time to
         the Trustee of the costs, expenses or liabilities likely to be incurred
         by it in the making of such investigation is, in the opinion of the
         Trustee, not reasonably assured to the Trustee by the security afforded
         to it by the terms of this Indenture, the Trustee may require
         reasonable indemnity against such expenses or liabilities as a
         condition to proceeding; the reasonable expenses of every such
         examination shall be paid by the Issuers or, if paid by the Trustee or
         any predecessor Trustee shall be repaid by the Issuers upon demand; and


                                       41
<PAGE>

                  (g)      the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys not regularly in its employ and the Trustee
         shall not be responsible for any misconduct or negligence on the part
         of any such agent or attorney appointed with due care by it hereunder.

         SECTION 5.3       Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuers, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities or as to the adequacy of any disclosure document used in connection
with the sale of the Securities. The Trustee shall not be accountable for the
use or application by the Issuers of any of the Securities or of the proceeds
thereof.

         SECTION 5.4       Trustee and Agents May Hold Securities; Collections,
etc. The Trustee or any agent of the Issuers or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not the Trustee or such agent and may
otherwise deal with the Issuers and receive, collect, hold and retain
collections from the Issuers with the same rights it would have if it were not
the Trustee or such agent.

         SECTION 5.5       Moneys Held by Trustee. Subject to the provisions of
Section 9.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuers or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

         SECTION 5.6       Compensation and Indemnification of Trustee and Its
Prior Claim. The Issuers jointly and severally covenant and agree to pay to the
Trustee from time to time, and the Trustee shall be entitled to reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) and the Issuers jointly and
severally covenant and agree to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Issuers also jointly and
severally covenant and agree to indemnify the Trustee and each predecessor
Trustee for, and to hold each of them harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the
premises. The obligations of the Issuers under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional indebtedness shall
be a senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Securities, and the Securities are hereby subordinated
to such senior claim. If the Trustee incurs expenses or renders services after
an Event of Default specified in clause (6) or (7) of Section 4.1 occurs, such
expenses and the compensation for such services are intended to constitute
expenses of administration under any Bankruptcy Law.


                                       42
<PAGE>

         SECTION 5.7       Right of Trustee to Rely on Officers' Certificates,
etc. Subject to Sections 5.1 and 5.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 5.8       Persons Eligible for Appointment as Trustee. The
Trustee hereunder shall at all times be a corporation having a combined capital
and surplus of at least $25,000,000, and which is eligible in accordance with
the provisions of Section 310(a) of the Trust Indenture Act of 1939. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of a federal, state or District of Columbia supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.

         SECTION 5.9       Resignation and Removal; Appointment of Successor
Trustee.

         (a)      The Trustee may at any time resign by giving written notice of
resignation to the Issuers and by mailing notice thereof by first-class mail to
holders of Securities at their last addresses as they shall appear on the
Security register. Upon receiving such notice of resignation, the Issuers shall
promptly appoint a successor trustee by written instrument, in duplicate,
executed by authority of the Board of Directors of each Issuer, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide holder of a Security or Securities for at least six
months may, on behalf of himself and all others similarly situated, petition any
such court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

         (b)      In case at any time any of the following shall occur:

                  (i)      the Trustee shall fail to comply with the provisions
         of Section 310(b) of the Trust Indenture Act of 1939, after written
         request therefor by an Issuer or by any Securityholder who has been a
         bona fide holder of a Security or Securities for at least six months;
         or

                  (ii)     the Trustee shall cease to be eligible in accordance
         with the provisions of Section 5.8 and shall fail to resign after
         written request therefor by an Issuer or by any such Securityholder; or

                  (iii)    the Trustee shall become incapable of acting, or
         shall be adjudged a bankrupt or insolvent, or a receiver or liquidator
         of the Trustee or of its property shall be appointed, or any public
         officer shall take charge or control of the Trustee or of its property
         or affairs for the purpose of rehabilitation, conservation or
         liquidation:


                                       43
<PAGE>

then, in any such case, the Issuers may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of each Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder
who has been a bona fide holder of a Security or Securities for at least six
months may on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

         (c)      The holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuers the evidence provided for in
Section 6.1 of the action in that regard taken by the Securityholders.

         (d)      Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this Section 5.9
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 5.10.

         SECTION 5.10      Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 5.9 shall execute and deliver
to the Issuers and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of an Issuer or of the successor trustee, upon payment of its charges then
unpaid, the Trustee ceasing to act shall, subject to Section 9.4, pay over to
the successor trustee all moneys at the time field by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all
such rights, powers, duties and obligations. Upon request of any such successor
trustee, such Issuer shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 5.6.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 5.10, the Issuers shall mail notice thereof by first-class mail to
the holders of Securities at their last addresses as they shall appear in the
Security register. If the acceptance of appointment is substantially
contemporaneous with the predecessor's resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
5.9. If the Issuers fail to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Issuers.

         SECTION 5.11      Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided that such
corporation shall be eligible under the provisions of Section 5.8, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.


                                       44
<PAGE>

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificate shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

         SECTION 5.12      Notice of Default. If a Default or an Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Securityholder notice of the uncured Default or Event of
Default within 90 days after such Default or Event of Default occurs. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal or interest on the Securities) if it determines in good faith that
withholding notice is in the interests of such Securityholders.

                                  ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

         SECTION 6.1       Evidence of Action Taken by Securityholders. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by securityholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such securityholders in person or by agent duly appointed in
writing, and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
Sections 5.1 and 5.2) conclusive in favor of the Trustee and the Issuer, if made
in the manner provided in this Article.

         SECTION 6.2       Proof of Execution of Instruments and of Holding of
Securities; Record Date. Subject to Sections 5.1 and 5.2, the execution of any
instrument by a securityholder or his agent or proxy may be proved in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of
Securities shall be proved by the Security register or by a certificate of the
registrar thereof. The Issuers may set a record date for purposes of determining
the identity of holders of Securities entitled to vote or consent to any action
referred to in Section 6.1, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of any
adjournment or resolicitation) not more than 60 days nor less than five days
prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, only holders of Securities of
record on such record date shall be entitled to so vote or give such consent or
to withdraw such vote or consent.

         SECTION 6.3       Holders to Be Treated as Owners. The Issuers, the
Trustee and any authorized agent of the Issuers or the Trustee may deem and
treat the person in whose name any Security shall be registered upon the
Security register as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon) for the purpose of receiving payment of, or on account of, the
principal of and premium, if any, and, subject to the


                                       45
<PAGE>

provisions of this Indenture, interest on, such Security and for all other
purposes, and neither the Issuers nor the Trustee nor any authorized agent of
the Issuers or the Trustee shall be affected by any notice to the contrary. All
such payments so made to any such person, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

         SECTION 6.4       Securities Owned by Issuers Deemed Not Outstanding.
In determining whether the holders of the requisite aggregate principal amount
of Securities have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by an Issuer or any other obligor on the
Securities or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with such Issuer or any other obligor
on the Securities shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not an Issuer or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with an Issuer or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Issuers shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by each Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 5.1 and
5.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are outstanding for the purpose of any such
determination.

         SECTION 6.5       Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
6.1, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Securities specified in this Indenture in connection
with such action, any holder of a Security the certificate number of which is
shown by the evidence to be included among the certificate numbers of the
Securities the holders of which have consented to such action may, by filing
written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security.
Except as aforesaid, any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security and of any Securities issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon any such Security. Any action taken by the holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action shall be conclusively binding upon the Issuers, the
Trustee and the holders of all the Securities.

                                 ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

         SECTION 7.1       Supplemental Indentures Without Consent of
Securityholders. The Issuers, when authorized by a resolution of their
respective Boards of Directors, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto for one or more
of the following purposes:



                                       46
<PAGE>

                  (a)      to evidence the succession of another corporation to
         either Issuer or successive successions and the assumption by the
         successor corporation of the covenants, agreements and obligations of
         such Issuer pursuant to Article Eight;

                  (b)      to add to the covenants of the Issuers such further
         covenants, restrictions, conditions or provisions as such Boards of
         Directors and the Trustee shall consider to be for the protection of
         the holders of Securities, and to make the occurrence, or the
         occurrence and continuance, of a default in any such additional
         covenants, restrictions, conditions or provisions an Event of Default
         permitting the enforcement of all or any of the several remedies
         provided in this Indenture as herein set forth; provided that in
         respect of any such additional covenant, restriction, condition or
         provision such supplemental indenture may provide for a particular
         period of grace after default (which period may be shorter or longer
         than that allowed in the case of other defaults) or may provide for an
         immediate enforcement upon such an Event of Default or may limit the
         remedies available to the Trustee upon such an Event of Default or may
         limit the right of the holders of a majority in aggregate principal
         amount of the Securities to waive such an Event of Default;

                  (c)      to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture; or to make such other provisions in
         regard to matters or questions arising under this Indenture or under
         any supplemental indenture as such Boards of Directors may deem
         necessary or desirable and which shall not materially and adversely
         affect the interests of the holders of the Securities; and

                  (d)      to provide for the issuance under this Indenture of
         Securities in coupon form (including Securities registrable as to
         principal only) and to provide for exchangeability of such Securities
         with Securities issued hereunder in fully registered form, and to make
         all appropriate changes for such purpose.

         The Trustee is hereby authorized to join in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 7.2.

         SECTION 7.2       Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Six) of the
holders of not less than a majority in aggregate principal amount of the
Securities at the time outstanding, the Issuers, when authorized by a resolution
of their respective Boards of Directors, and the Trustee may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Securities; provided
that no such supplemental indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce the premium, if any, payable
thereon, or reduce any amount payable on redemption thereof, or impair or affect
the right of any


                                       47
<PAGE>

Securityholder to institute suit for the payment thereof, or waive a default in
the payment of principal of, premium, if any, or interest on any Security,
change the currency of payment of principal of, premium, if any, or interest on
any Security, or modify any provision of this Indenture with respect to the
priority of the Securities in right of payment without the consent of the holder
of each Security so affected, or (b) reduce the aforesaid percentage of
Securities, the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of all Securities
then outstanding.

         Upon the request of the Issuers, accompanied by a copy of a resolution
of their respective Boards of Directors certified by their respective
Secretaries or Assistant Secretaries authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of securityholders and other documents, if any, required by Section 6.1,
the Trustee shall join with the Issuers in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Promptly after the execution by the Issuers and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuers
shall mail a notice thereof by first-class mail to the holders of Securities at
their addresses as they shall appear on the registry books of the Issuers,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuers to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

         SECTION 7.3       Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuers and the holders of Securities
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         SECTION 7.4       Documents to Be Given to Trustee. The Trustee,
subject to the provisions of Sections 5.1 and 5.2, may receive an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any such
supplemental indenture complies with the applicable provisions of this
Indenture.

         SECTION 7.5       Notation on Securities in Respect of Supplemental
Indentures. Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee as to any matter provided for by such
supplemental indenture or as to any action taken at any such meeting. If the
Issuers or the Trustee shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Boards of Directors of each
Issuer, to any modification of this Indenture contained in any such supplemental
indenture may be prepared by the Issuers, authenticated by the Trustee and
delivered in exchange for the Securities then outstanding.


                                       48
<PAGE>

                                 ARTICLE EIGHT

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 8.1       When Issuer May Merge, etc. Neither Issuer shall
consolidate or merge with or into, or sell, transfer, lease or convey all or
substantially all of its assets to, any person unless:

                  (1)      the person formed by or surviving any such
         consolidation or merger (if other than such Issuer), or to which such
         sale, transfer, lease or conveyance shall have been made, is a
         corporation organized and existing under the laws of the United States,
         any state thereof or the District of Columbia;

                  (2)      the corporation formed by or surviving any such
         consolidation or merger (if other than such Issuer), or to which such
         sale, transfer, lease or conveyance shall have been made, assumes all
         the obligations of such Issuer pursuant to a supplemental indenture in
         a form reasonably satisfactory to the Trustee under the Securities and
         this Indenture;

                  (3)      immediately after such transaction no Default or
         Event of Default exists;

                  (4)      such Issuer or any corporation formed by or surviving
         any such consolidation or merger, or to which such sale, transfer,
         lease or conveyance shall have been made, shall have an Adjusted
         Consolidated Net Worth (immediately after the transaction but prior to
         any purchase accounting adjustments resulting from the transaction)
         equal to or greater than the Adjusted Consolidated Net Worth of such
         Issuer immediately preceding the transaction; provided, however, that
         this clause (4) shall not apply to any transaction where the
         consideration consists solely of common stock or other Equity Interests
         of such Issuer or any surviving corporation and any liabilities of such
         person are not assumed by and are specifically non-recourse to such
         Issuer or such surviving corporation; and

                  (5)      after giving effect to such transaction and
         immediately thereafter, such Issuer or any corporation formed by or
         surviving any such consolidation or merger, or to which such sale,
         transfer, lease or conveyance shall have been made, shall be permitted
         to incur at least $1.00 of additional Indebtedness as provided under
         clause (ii) of Section 3.11(a) hereof if such provision were applicable
         to such entity.

         SECTION 8.2       Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of an Issuer in accordance
with Section 8.1, the successor corporation formed by such consolidation or into
or with which such Issuer is merged or to which such sale, lease, conveyance or
other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuers under this Indenture with the
same effect as if such successor person has been named as an Issuer herein and
thereafter, except in the case of a lease, the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities.


                                       49
<PAGE>

                                  ARTICLE NINE

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                          UNCLAIMED MONEYS; DEFEASANCE

         SECTION 9.1       Satisfaction and Discharge of Indenture. If at any
time (a) the Issuers shall have paid or caused to be paid the principal of and
interest on all the Securities outstanding hereunder, as and when the same shall
have become due and payable, or (b) the Issuers shall have delivered to the
Trustee for cancellation all Securities theretofore authenticated (other than
any Securities which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.6) or (c) all Securities not
theretofore cancelled or delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Issuers shall deposit with the Trustee, in trust, funds sufficient to pay at
maturity or upon redemption of all the Securities (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.6) not theretofore cancelled or
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity or redemption date, as the case may be
(but excluding, however, the amount of any moneys for the payment of principal
of or interest on the Securities theretofore repaid to the Issuers in accordance
with the provisions of Section 9.4 or paid to any state or the District of
Columbia pursuant to its unclaimed property or similar laws), and (d) the
Issuers shall also pay or cause to be paid all other sums payable hereunder by
the Issuers, then this Indenture shall cease to be of further effect (except as
to (i) rights of registration of transfer and exchange, and the Issuers' right
of optional redemption, (ii) substitution of apparently mutilated, defaced,
destroyed, lost or stolen securities, (iii) rights of holders to receive
payments of principal thereof and interest thereon, (iv) the rights, obligations
and immunities of the Trustee hereunder, (v) the rights of the securityholders
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (vi) the obligation of the Issuers to
maintain an office or agency as provided in Section 3.2), and the Trustee, on
demand of the Issuers accompanied by an Officers' Certificate and an Opinion of
Counsel and at the cost and expense of the Issuers, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture.
The Issuers jointly and severally agree to reimburse the Trustee for any costs
or expenses thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities.

         SECTION 9.2       Application by Trustee of Funds Deposited for Payment
of Securities. Subject to Section 9.4, all moneys deposited with the Trustee
pursuant to Section 9.1 or 9.5 shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Issuers
acting as their own paying agent), to the holders of the particular Securities
for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest;
but such money need not be segregated from other funds except to the extent
required by law.

         SECTION 9.3       Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture all moneys then
held by any paying agent under the provisions of this Indenture shall, upon
demand of the Issuers, be repaid to it or paid to the Trustee and thereupon such
paying agent shall be released from all further liability with respect to such
moneys.


                                       50
<PAGE>

         SECTION 9.4       Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Three Years. Any moneys deposited with or paid to the Trustee or
any paying agent for the payment of the principal of or interest on any Security
and not applied but remaining unclaimed for three years after the date upon
which such principal or interest shall have become due and payable, shall, upon
the written request of the Issuers and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuers by the Trustee or such paying agent, and the holder of
such Security shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Issuer for any payment which such holder may be entitled to collect, and
all liability of the Trustee or any paying agent with respect to such moneys
shall thereupon cease.

         SECTION 9.5       Defeasance. At the Issuers' option, either (a) the
Issuers shall be deemed to have been Discharged (as defined below) from their
respective obligations under the Securities on the 91st day after the applicable
conditions set forth below have been satisfied or (b) the Issuers shall cease to
be under any obligation to comply with any term, provision or condition set
forth in Sections 3.9 through 3.18, 8.1 and 8.2 with respect to the Securities
at any time after the applicable conditions set forth below have been satisfied:
(1) the Issuers shall have deposited or caused to be deposited irrevocably with
the Trustee as funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities (i) funds in
an amount sufficient to pay (A) the principal amount of the Securities in full
on the date of maturity of the Securities or a selected date of redemption of
the Securities as permitted under this Indenture (if such Securities are to be
called for redemption and satisfactory arrangements have been made with the
Trustee for the giving of notice of redemption) and (B) the interest on such
aggregate principal amount to the date of maturity of the Securities or such
date of redemption, taking into account all intervening interest payment dates,
for the period from the date through which interest on the Securities has been
paid to the date of maturity of the Securities or such date of redemption and
all other sums payable hereunder by the Issuers; provided that such funds, if
invested, shall be invested only in U.S. Government obligations maturing prior
to the date of maturity of the Securities or, to the extent applicable, such
date of redemption and such intervening interest payment dates; and, provided
further, however, that the Trustee shall have no obligation to invest such
funds; or (ii) U.S. Government obligations in such aggregate principal amount
and maturity on such dates as will, together with the income or increment to
accrue thereon, but without consideration of any reinvestment of such income or
increment, be sufficient to pay when due (including any intervening interest
payment dates) the amounts set forth in the foregoing clauses (A) and (B); or
(iii) a combination of (i) and (ii) sufficient (in the cases of deposits made
pursuant to (ii) or (iii)), in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal of,
and interest on, the outstanding Securities on the dates such installments of
principal or interest are due; (2) no Event of Default or event which with
notice or lapse of time would become an Event of Default with respect to the
Securities shall have occurred and be continuing on the date of such deposit;
(3) the Issuers shall have delivered to the Trustee (A) an Opinion of Counsel to
the effect that the deposit of such funds or investments or both to defease the
Issuers' obligations in respect of the Securities is in accordance with the
provisions of this Indenture and (B) either (i) an Opinion of Counsel to the
effect that Holders of the Securities will not recognize income, gain or loss
for United States federal income tax purposes as a result of the exercise of the
option under this Section 9.5 and will be subject to United States federal
income tax on the same amount and in the same manner and at the same time as
would have been the case if such option had not been exercised, or (ii) a
private letter ruling to that effect directed to the Trustee received from the
United States Internal Revenue Service; and (4) the deposit of such funds or
investments shall not contravene applicable law.


                                       51
<PAGE>

         "Discharged" means that the Issuers shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture and
the Securities (and the Trustee, at the request and the expense of the Issuers,
shall execute proper instruments acknowledging the same), except (i) the rights
of Holders of Securities to receive, from the trust fund described in clause (1)
above, payment of the principal of and the interest on the Securities when such
payments are due; (ii) the Issuers' obligations with respect to the Securities
under Section 2.5, 2.6, and 9.4; (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder; and (iv) the obligation of the Issuers to
maintain an office or agency as provided in Section 3.2.

                                  ARTICLE TEN

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1      Stockholders, Officers and Directors of Issuers
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any past,
present or future incorporator, stockholder, officer or director, as such, of
Advantica or Denny's Holdings or of any successor, either directly or through
Advantica or Denny's Holdings or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof
and as part of the consideration for the issue of the Securities. Nothing in
this provision limits the liability, if any, of any such incorporator, officer,
director or shareholder, as such, under the federal securities laws.

         SECTION 10.2      Provisions of Indenture for the Sole Benefit of
Parties and Securityholders. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and their successors and the holders
of Senior Indebtedness and the holders of the Securities, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the holders of Senior
Indebtedness and the holders of the Securities.

         SECTION 10.3      Successors and Assigns of Issuers Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of each Issuer shall bind its successors and assigns,
whether so expressed or not.

         SECTION 10.4      Notices and Demands on Issuers, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Securities to or on the Issuers may be given or served by hand delivery, by
overnight courier or by being deposited postage prepaid, first-class mail
(except, in each case, as otherwise specifically provided herein), in each case
addressed (until another address of the Issuers is filed by the Issuers with the
Trustee) to Advantica Restaurant Group, Inc., 203 East Main Street, Spartanburg,
South Carolina 29319, Attention: Chief Financial Officer. Any notice, direction,
request or demand by the Issuers or any securityholder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made at the Corporate Trust Office.

         Where this Indenture provides for notice to Holders, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and delivered by hand, delivered by overnight


                                       52
<PAGE>

courier or mailed, first-class postage prepaid, to each Holder entitled thereto,
at his last address as it appears in the Security register. In any case where
notice to Holders is given by any of the foregoing means, neither the failure to
give such notice by such means, nor any defect in any notice so given, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuers and
securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

         SECTION 10.5      Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the
Issuers to the Trustee to take any action under any of the provisions of this
Indenture, the Issuers shall furnish to the Trustee an Officers' Certificate of
each Issuer, which may be a joint certificate of both Issuers, stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         Any certificate, statement or opinion of an officer of an Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters information with respect to which is in the possession of an
Issuer, upon the certificate, statement or opinion of or representations by an
officer or officers of such Issuer, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

         Any certificate, statement or opinion of an officer of an Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters


                                       53
<PAGE>

upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

         SECTION 10.6      Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of interest on or principal of the Securities or the date
fixed for redemption of any Security shall not be a Business Day, then payment
of interest or principal need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, and no interest shall accrue
for the period after such date.

         SECTION 10.7      Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939 (an "incorporated provision"), such incorporated provision shall control.

         SECTION 10.8      New York Law to Govern. This Indenture and each
Security shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said state, except as may otherwise be required by mandatory provisions of law.

         SECTION 10.9      Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

         SECTION 10.10     Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         SECTION 11.1      Right of Optional Redemption. Except as provided
below, the Securities may not be redeemed, in whole or in part, at the option of
the Issuers prior to September 30, 2004. On and after such date, the Securities
may be redeemed, in whole or in part, at the option of the Issuers, upon the
terms and subject to the conditions set forth in the form of Security
hereinabove recited. Notwithstanding the foregoing, prior to September 30, 2004,
the Issuers may redeem up to 35% of the aggregate principal amount of Securities
outstanding on the date hereof at a redemption price (expressed as a percentage
of the principal amount) of [ ]%, plus accrued and unpaid interest, if any, to
the redemption date, from the net proceeds of any Public Offering.

         SECTION 11.2      Notice of Redemption; Partial Redemptions. Notice of
redemption to the holders of Securities to be redeemed as a whole or in part
shall be given by mailing notice of such redemption by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such holders of Securities at their last addresses as they shall
appear upon the registry books. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the holder receives the notice. Failure to give notice


                                       54
<PAGE>

by mail, or any defect in the notice to the holder of any Security designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.

         The notice of redemption to each such holder shall specify the
principal amount of each Security held by such holder to be redeemed, the date
fixed for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security is to be
redeemed in part only the notice if redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion thereof will be
issued.

         The notice of redemption of Securities to be redeemed at the option of
the Issuers shall be given by the Issuers or, at the Issuers' request, by the
Trustee in the name and at the expense of the Issuers.

         On or prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Issuers will deposit with the
Trustee or with one or more paying agents (or, if either Issuer is acting as
paying agent, set aside, segregate and hold in trust as provided in Section 3.4)
an amount of money sufficient to redeem on the redemption date all the
Securities so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the outstanding Securities are to be redeemed the Issuers will deliver to
the Trustee at least 70 days prior to the date fixed for redemption an Officers'
Certificate stating the aggregate principal amount of Securities to be redeemed.

         If less than all the Securities are to be redeemed the Trustee shall
select in such manner as it shall deem appropriate and fair, but generally pro
rata or by lot, Securities to be redeemed in whole or in part. Securities may be
redeemed in part in multiples of $1,000 only. The Trustee shall promptly notify
the Issuers in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security which has been or
is to be redeemed.

         SECTION 11.3      Payment of Securities called for Redemption. If
notice of redemption has been given as above provided, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after said date (unless the Issuers shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue and, except as provided in Sections 5.5 and 9.4, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice said Securities or the specified portions
thereof shall be paid and redeemed by the Issuers at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that any semi-annual payment of interest becoming due on the date fixed
for redemption shall be payable to the holders of such Securities registered as
such on the relevant record date subject to the terms and provisions of Section
2.4 hereof.


                                       55
<PAGE>

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate borne
by the Security.

         Upon presentation of any Security redeemed in part only, the Issuers
shall execute and the Trustee shall authenticate and deliver to or on the order
of the holder thereof, at the expense of the Issuers, a new Security or
Securities, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

         SECTION 11.4      Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuers and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) an Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with an Issuer.

         SECTION 11.5      Offer to Repurchase by Application of Net Proceeds.
At such time as the Issuers determine to make a Net Proceeds Offer pursuant to
the provisions of Section 3.13 hereof, the Issuers shall deliver to the Trustee
a notice to such effect specifying the aggregate principal amount of the
Securities for which the Net Proceeds Offer will be made. Within 15 days
thereafter, the Trustee shall select the Securities to be offered to be
repurchased in accordance with Section 11.2 hereof. Within 10 days thereafter
the Issuers shall mail or cause the Trustee to mail (in the Issuers' names and
at their expense and pursuant to an Officers' Certificate as required by Section
3.13 hereof) a Net Proceeds Offer to repurchase to each Holder of Securities
whose Securities are to be offered to be repurchased. The Net Proceeds Offer
shall identify the Securities to which it relates and shall contain the
information required by the second paragraph of Section 11.2 hereof and shall
provide for a repurchase date no earlier than 65 days after the mailing of the
Net Proceeds Offer.

         A Holder receiving a Net Proceeds Offer may elect to have repurchased
the Securities to which the Net Proceeds Offer relates by providing written
notice thereof to the Trustee and the Issuers on or before 35 days preceding the
repurchase date and shall thereafter complete the form entitled "Option of
Holder to Elect to Have Security Repurchased" on the reverse of the Security
(with the box checked referencing the Net Proceeds Offer pursuant to this
Section 11.5) and surrender the Security to the Issuers, or depositary, if
appointed by the Issuers, or a paying agent at least three days prior to the
repurchase date. A Holder may not elect to have repurchased less than all of the
Securities to which the Net Proceeds Offer relates.

         Other than as specifically provided in this Section 11.5, any
repurchase pursuant to this Section 11.5 shall be made pursuant to the
provisions of Sections 11.2 through 11.4 hereof.

         SECTION 11.6 Provisions Governing Repurchase Pursuant to Change of
Control Offer. Any repurchase of Securities pursuant to any Holder's acceptance
of a Change of Control Offer shall be governed by the provisions of Section 3.18
of this Indenture and, to the extent applicable and not inconsistent therewith,
the provisions of Sections 11.2 through 11.4 hereof.


                                       56
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the date first above written.

                                        ADVANTICA RESTAURANT GROUP, INC.



                                        By
                                          -------------------------------------
                                          Ronald B. Hutchison, Vice President

         Attest:



         By
           -------------------------

                                        DENNY'S HOLDINGS, INC.



                                        By
                                          -------------------------------------

         Attest:



         By
           -------------------------

                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee



                                        By
                                          -------------------------------------
                                          Title: Assistant Vice President


                                       57