
                                                         
<PAGE>

                                                                  EXECUTION COPY

Exhibit 10-1

                         ELEVENTH AMENDMENT AND CONSENT


                  ELEVENTH AMENDMENT AND CONSENT, dated as of March 31, 1996
(this "Amendment"), among FLAGSTAR CORPORATION, a Delaware corporation formerly
known as TW Services, Inc. ("Flagstar"), TWS FUNDING, INC., a Delaware
corporation ("Funding"), and each financial institution executing this Amendment
as a "Lender" (each, a "Lender").

                  PRELIMINARY STATEMENTS:

                  1. Flagstar, Funding, the Lenders and the Co-Agents and the
Managing Agent referred to therein have entered into an Amended and Restated
Credit Agreement dated as of October 26, 1992 (as amended to date, the "Credit
Agreement"; the terms defined therein being used herein as therein defined
unless otherwise defined herein).

                  2. The Borrowers and the Lenders, on the terms and conditions
stated below, have agreed to amend certain financial covenants contained in the
Credit Agreement.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:

                  SECTION 1. Amendment of the Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2 hereof, hereby amended as
follows:

                  (a) Section 5.04(a) is amended by deleting therefrom the
figure "6.50:1.00" and substituting therefor the figure "6.80:1.00".

                  (b) Section 5.04(b) is amended by deleting therefrom the
figure "3.30:1.00" and substituting therefor the figure "3.40:1.00".

                  SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective when, and only when (a) the Managing Agent shall have received
counterparts of this Amendment executed by Flagstar, Funding and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the Managing Agent
that such Lenders have executed this Amendment, (b) the Managing Agent shall
have received the Consent attached hereto, signed by each Guarantor and each
Grantor and (c) the Managing Agent shall have received a certificate of a duly
authorized officer of Flagstar to the effect that each of the representations
and warranties set forth in Section 3 hereof shall be true and no event shall
have occurred and be continuing that, immediately prior to the effectiveness
hereof, constituted a Default.

                  SECTION 3. Representations and Warranties. Flagstar represents
and warrants as follows:                                                        

<PAGE>

                  (a) The execution, delivery and performance by each Loan Party
         of this Amendment and the Credit Agreement, as amended hereby, and the
         consummation of the transactions contemplated hereby and thereby are
         within such Loan Party's corporate powers, have been duly authorized by
         all necessary corporate action and do not (i) contravene such Loan
         Party's charter or by-laws, (ii) violate any law (including, without
         limitation, the Securities Exchange Act of 1934, as amended), rule,
         regulation (including, without limitation, Regulation X of the Board of
         Governors of the Federal Reserve System, as in effect from time to
         time), order, writ, judgment, injunction, decree, determination or
         award applicable to any Loan Party, (iii) conflict with or result in
         the breach of, or constitute a default under, any contract, loan
         agreement, indenture, mortgage, deed of trust, lease or other
         instrument binding on or affecting any Loan Party, any of its
         Subsidiaries or any of their properties or (iv) result in or require
         the creation or imposition of any Lien (other than Liens created by or
         permitted under the Loan Documents) upon or with respect to any of the
         properties of any Loan Party or any of its Subsidiaries except, as to
         (ii) and (iii) above, as would not, and would not be reasonably likely
         to, have a Material Adverse Effect.

                  (b) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery,
         recordation, filing or performance by any Loan Party of this Amendment
         or the Credit Agreement, as amended hereby, or for the consummation of
         the transactions contemplated hereby, except where the failure to
         obtain, take, give or make such authorizations, approvals, actions,
         notices or filings would not, and would not be reasonably likely to,
         have a Material Adverse Effect.

                  (c) This Amendment and the Consent have been duly executed and
         delivered by each Loan Party party thereto. Assuming that (i) this
         Amendment is duly executed and delivered by, and is within the power
         and authority of, the Required Lenders and (ii) the Credit Agreement
         has been duly executed and delivered by, and is within the power and
         authority of the Managing Agent, the Co-Agents and the Lenders, this
         Amendment and the Credit Agreement, as amended hereby, are the legal,
         valid and binding obligation of each Loan Party party thereto,
         enforceable against such Loan Party in accordance with its terms,
         except as the enforceability thereof may be limited by bankruptcy,
         insolvency, moratorium, reorganization or other similar laws affecting
         creditors' rights generally and subject to general principles of equity
         (regardless of whether considered in a proceeding in equity or at law).

                  SECTION 4. Reference to and Effect on the Loan Documents. (a)
Upon the effectiveness hereof, on and after the date hereof each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement and each reference in the other Loan
Documents to the Credit Agreement, "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended hereby.

                  (b) Except as specifically amended above, the Credit Agreement
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.




<PAGE>


                                                
                  (c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or Co-Agent or the Managing Agent under
any of the Loan Documents, nor constitute a waiver of any provision of any of
the Loan Documents.

                  SECTION 5. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.

                  SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment.



<PAGE>


                                                         

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                     Borrowers

                                            FLAGSTAR CORPORATION


                                            By
                                            Title:  Vice President and Treasurer


                                            TWS FUNDING, INC.


                                            By
                                             Title:  Treasurer


                                     Lenders


                                            --------------------
                                            [Print or type name of institution]


                                            By
                                             Title:





<PAGE>



                                     CONSENT
                                Dated as of March 31, 1996.


                  The undersigned, each a Guarantor under the Amended and
Restated Guaranty dated as of November 16, 1992 (as amended to date, the
"Guaranty") and a Grantor under the Amended and Restated Security Agreement
dated as of November 16, 1992 (as amended to date, the "Security Agreement") in
favor of the Managing Agent for the Lenders parties to the Credit Agreement
referred to in the foregoing Eleventh Amendment and Consent, hereby consents to
said Eleventh Amendment and Consent and hereby confirms and agrees that (i) each
of the Guaranty and the Security Agreement is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects except
that, upon the effectiveness of, and on and after the date of, said Eleventh
Amendment and Consent, each reference in each of the Guaranty and the Security
Agreement to the Loan Documents or any thereof, "thereunder", "thereof" or words
of like import shall mean and be a reference to the Loan Documents or such Loan
Document as amended by said Eleventh Amendment and Consent and (ii) the Security
Agreement and all of the Collateral described therein do, and shall continue to,
secure the payment of all of the Obligations (as defined therein).



                                  Subsidiaries


         SIGNIFICANT SUBSIDIARIES

                  CANTEEN HOLDINGS, INC.
                  DENNY'S HOLDINGS, INC.
                  SPARTAN HOLDINGS, INC.


            By
                  President or Vice President of each of
                             the corporations listed above



        DENNY'S SUBSIDIARY GROUP

                C-B-R DEVELOPMENT CO., INC.
                DENNY'S, INC.
                DFO, INC.
                EL POLLO LOCO, INC.


        By
             President or Vice President of each of
               the corporations listed above



        DENNY'S SUBSIDIARY GROUP (continued)

                HAROLD BUTLER ENTERPRISES #607, INC.
                HAROLD BUTLER ENTERPRISES #611, INC.
                HAROLD BUTLER ENTERPRISES #718, INC.
                LA MIRADA ENTERPRISES NO. 5, INC.
                LA MIRADA ENTERPRISES NO. 6, INC.
                LA MIRADA ENTERPRISES NO. 7, INC.
                LA MIRADA ENTERPRISES NO. 8, INC.
                LA MIRADA ENTERPRISES NO. 9, INC.
                PORTIONTROL FOODS, INC.


           By
             President or Vice President of each of
               the corporations listed above



                TWS 300 CORP.
                TWS 500 CORP.
                TWS 600 CORP.
                TWS 700 CORP.
                TWS 800 CORP.


        By
             President or Vice President of each of
               the corporations listed above



                DENNY'S OF CANADA LTD.
                DENNY'S RESTAURANTS OF CANADA, LTD.


        By
             Title: Vice President



        SPARTAN SUBSIDIARY GROUP

                QUINCY'S RESTAURANTS, INC.
                FLAGSTAR ENTERPRISES, INC.
                FLAGSTAR SYSTEMS, INC.
                SPARTAN REALTY, INC.


         By
              Treasurer of each of the
                corporations listed above


         SPARTAN SUBSIDIARY GROUP (continued)

                  SPARTAN MANAGEMENT, INC.


         By
                  Title:  Treasurer



         ADDITIONAL GUARANTOR:

                  AMS HOLDINGS, INC.


         By
              Title:  President or Vice President


