LOAN AGREEMENT

     THIS LOAN AGREEMENT (this "Agreement") is made as of September 6, 2000,
by and between FFCA FUNDING CORPORATION, a Delaware corporation ("FFCA"),
whose address is 17207 North Perimeter Drive, Scottsdale, Arizona 85255, and
SHONEY'S PROPERTIES GROUP 1, LLC, a Delaware limited liability company
("Debtor"), whose address is 1727 Elm Hill Pike, Nashville, Tennessee 37210.

                         PRELIMINARY STATEMENT:

     Unless otherwise expressly defined herein, all capitalized terms used in
this Agreement shall have the meanings set forth in Section 1.  Debtor has
requested from FFCA, and applied for, the Loans to provide long-term
financing for the Premises, and for no other purpose whatsoever.  Each Loan
will be evidenced by a Note and secured by a first priority security interest
in the corresponding Premises pursuant to a Mortgage.  FFCA has committed to
make the Loans pursuant to the terms and conditions of the Commitment, this
Agreement and the other Loan Documents.

                              AGREEMENT:

     In consideration of the mutual covenants and provisions of this
Agreement, the parties agree as follows:

     1.  DEFINITIONS.  The following terms shall have the following meanings
for all purposes of this Agreement:

             "ACTION" has the meaning set forth in Section 10.A(4).

             "AFFILIATE" means any Person which directly or indirectly
        controls, is under common control with, or is controlled by any other
        Person.  For purposes of this definition, "controls", "under common
        control with" and "controlled by"  means the possession, directly or
        indirectly, of the power to direct or cause the direction of the
        management and policies of such Person, whether through ownership of
        voting securities or otherwise.

             "AMENDED AND RESTATED NOTES" means the amended and restated
        notes to be executed by Debtor upon FFCA's exercise of the Conversion
        Option as contemplated by the Notes, as applicable, in the form
        attached to this Agreement as Exhibit B.  The Amended and Restated
        Notes shall, to the extent applicable, amend and restate the Notes
        in their entirety and shall be executed by Debtor as of the
        Conversion Date.

             "BUSINESS DAY" means any day on which national banks are not
        required or authorized to remain closed.


             "CAPITAL LEASE" has the meaning set forth in Section 7.B.

             "CLOSING" has the meaning set forth in Section 4.

             "CLOSING DATE" has the meaning set forth in Section 4.

             "CODE" means the United States Bankruptcy Code, 11 U.S.C. Sec.
        101 et seq., as amended.

             "COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT" means the
        collateral assignment of license agreement dated as of the date of
        this Agreement to be executed by Debtor in favor of FFCA pursuant to
        which Debtor will collaterally assign the License Agreement to FFCA
        as security for the Loans, as the same may be amended from time to
        time.

             "COMMITMENT" means that certain Commitment Letter dated June 29,
        2000 between FFCA and Lessee, and any amendments or supplements
        thereto.

             "CONVERSION" has the meaning set forth in the Notes.

             "CONVERSION DATE" has the meaning set forth in the Notes.

             "CONVERSION OPTION" has the meaning set forth in Section 2(b).

             "CONVERSION OPTION LEASES" has the meaning set forth in Section
        2(b).

             "COUNSEL" means legal counsel to Debtor and Lessee, licensed in
        the states in which (i) the Premises are located, (ii) Debtor and/or
        Lessee are incorporated or formed; provided, however, that legal
        counsel licensed in states other than Delaware and approved by FFCA
        may provide opinions with respect to Delaware law, and (iii) Debtor
        and/or Lessee maintain their chief executive offices, as selected by
        Debtor and Lessee, as the case may be, and approved by FFCA.

             "DEBT" has the meaning set forth in Section 7.B.

             "DEBTOR ENTITIES" means, collectively, Debtor, Related Debtors
        and any Affiliate of Debtor or any Related Debtor.

             "DEFAULT RATE"  has the meaning set forth in the Notes.

             "DE MINIMIS AMOUNTS" means, (i) with respect to any presence,
        Release or Threatened Release of Hazardous Materials, those
        quantities of Hazardous Materials in any form or combination of
        forms, which do not constitute a violation requiring regulation or
        remediation under any Environmental Laws in the state in which the
        affected Premises is located, and (ii) with respect to the use or
        storage of Hazardous Materials in or upon the Premises, those
        quantities of Hazardous Materials customarily employed in the
        ordinary course of, or associated with the operation of a Permitted
        Concept and used or stored in compliance with Environmental Laws.


                                      2

             "DEPRECIATION AND AMORTIZATION" has the meaning set forth in
        Section 7.B.

             "DISCLOSURES" has the meaning set forth in Section 14.P.

             "ENVIRONMENTAL CONDITION" means any condition with respect to
        soil, surface waters, groundwaters, land, stream sediments, surface
        or subsurface strata, ambient air and any environmental medium
        comprising or surrounding any of the Premises, whether or not yet
        discovered, which could or does result in any damage, loss, cost,
        expense, claim, demand, order or liability to or against Debtor,
        Lessee or FFCA by any third party (including, without limitation, any
        Governmental Authority), including, without limitation, any condition
        resulting from the operation of Debtor's or Lessee's business at the
        Premises and/or the operation of the business of any other property
        owner or operator in the vicinity of the Premises and/or any activity
        or operation formerly conducted by any Person on or off the Premises.

             "ENVIRONMENTAL INDEMNITY AGREEMENT" or "ENVIRONMENTAL INDEMNITY
        AGREEMENTS" means, as the context may require, the environmental
        indemnity agreement dated as of the date of this Agreement to be
        executed by Debtor for the benefit of the Indemnified Parties and
        such other parties as are identified in such agreement with respect
        to a Premises or the environmental indemnity agreements dated as of
        the date of this Agreement to be executed by Debtor for the benefit
        of the Indemnified Parties and such other parties as are identified
        in such agreement with respect to all of the Premises, as the same
        may be amended from time to time.  An Environmental Indemnity
        Agreement will be executed for each Premises.

             "ENVIRONMENTAL INSURER" means American International Specialty
        Lines Insurance Company or such other environmental insurance company
        as FFCA may select.

             "ENVIRONMENTAL LAWS" means any present and future federal, state
        and local laws, statutes, ordinances, rules, regulations and the
        like, as well as common law, relating to Hazardous Materials and/or
        the protection of human health or the environment by reason of a
        Release or a Threatened Release of Hazardous Materials or relating
        to liability for or costs of Remediation or prevention of Releases.
        "Environmental Laws" includes, but is not limited to, the following
        statutes, as amended, any successor thereto, and any regulations,
        rulings, orders or decrees promulgated pursuant thereto, and any
        state or local statutes, ordinances, rules, regulations and the like
        addressing similar issues:  the Comprehensive Environmental Response,
        Compensation and Liability Act; the Emergency Planning and Community
        Right-to-Know Act; the Hazardous Materials Transportation Act; the
        Resource Conservation and Recovery Act (including but not limited to
        Subtitle I relating to underground storage tanks); the Solid Waste
        Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic
        Substances Control Act; the Safe Drinking Water Act; the Occupational
        Safety and Health Act; the Federal Water Pollution Control Act; the
        Federal Insecticide, Fungicide and Rodenticide Act; the Endangered
        Species Act; the National Environmental Policy Act; and the River and
        Harbors Appropriation Act.  "Environmental Laws" also includes, but
        is not limited to, any


                                      3

        present and future federal, state and local laws, statutes,
        ordinances, rules, regulations and the like, as well as common law:
        conditioning transfer of property upon a negative declaration or
        other approval of a Governmental Authority of the environmental
        condition of the property; requiring notification or disclosure of
        Releases or other environmental condition of any of the Premises to
        any Governmental Authority or other Person, whether or not in
        connection with transfer of title to or interest in property;
        imposing conditions or requirements relating to Hazardous Materials
        in connection with permits or other authorization for lawful
        activity; relating to nuisance, trespass or other causes of action
        related to Hazardous Materials; and relating to wrongful death,
        personal injury, or property or other damage in connection with the
        physical condition or use of the Premises by reason of the presence
        of Hazardous Materials in, on, under or above the Premises.

             "ENVIRONMENTAL POLICIES" means environmental insurance policies
        issued by Environmental Insurer to FFCA with respect to the Premises,
        which Environmental Policies shall be in form and substance
        satisfactory to FFCA in its sole discretion.

             "EQUIPMENT PAYMENT AMOUNT" has the meaning set forth in Section
        7.B.

             "EVENT OF DEFAULT" has the meaning set forth in Section 10.

             "FCCR AMOUNT" has the meaning set forth in Section 10.A (6).

             "FEE" means an underwriting, site assessment, valuation,
        processing and commitment fee equal to 1% of the sum of the Loan
        Amounts for all of the Premises, which Fee shall be payable as set
        forth in Section 3.

             "FFCA PAYMENTS" has the meaning set forth in Section 7.B.

             "FFCA ENTITIES" means, collectively, FFCA, Franchise Finance and
        any Affiliate of FFCA or Franchise Finance.

             "FIXED CHARGE COVERAGE RATIO" has the meaning set forth in
        Section 7.B.

             "FRANCHISE FINANCE" means Franchise Finance Corporation of
        America, a Delaware corporation, and its successors.

             "GAAP" means generally accepted accounting principles in the
        United States, at the time at which the information affected by these
        principles was prepared, consistently applied.

             "GOVERNMENTAL AUTHORITY" means any governmental authority,
        agency, department, commission, bureau, board, instrumentality, court
        or quasi-governmental authority of the United States, the states
        where the Premises are located or any political subdivision thereof.


                                     4

             "GROSS SALES" has the meaning set forth in Section 7.B.

             "HAZARDOUS MATERIALS" means (a) any toxic substance or hazardous
        waste, substance, solid waste or related material, or any pollutant
        or contaminant; (b) radon gas, asbestos in any form which is or could
        become friable, urea formaldehyde foam insulation, transformers or
        other equipment which contains dielectric fluid containing levels of
        polychlorinated biphenyls in excess of federal, state or local safety
        guidelines, whichever are more stringent, or any petroleum product;
        (c) any substance, gas, material or chemical which is or may be
        defined as or included in the definition of "hazardous substances,"
        "toxic substances," "hazardous materials," "hazardous wastes,"
        "regulated substances" or words of similar import under any
        Environmental Laws; and (d) any other chemical, material, gas or
        substance the exposure to or release of which is or may be
        prohibited, limited or regulated by any Governmental Authority that
        asserts or may assert jurisdiction over the Premises or the
        operations or activity at the Premises, or any chemical, material,
        gas or substance that does or may pose a hazard to the health and/or
        safety of the occupants of the Premises or the owners and/or
        occupants of property adjacent to or surrounding the Premises.

             "INDEMNIFIED PARTIES" has the meaning set forth in Section 12.

             "INTEREST EXPENSE" has the meaning set forth in Section 7.B.

             "LEASE" means the master lease dated as of the date of this
        Agreement between Debtor, as lessor, and Lessee, as lessee, with
        respect to all of the Premises, as the same may be amended from time
        to time.

             "LESSEE" means Shoney's, Inc., a Tennessee corporation, and its
        permitted successors and assigns.

             "LICENSE AGREEMENT" means the license agreement dated as of the
        date of this Agreement between Debtor and Lessee pursuant to which
        Lessee will grant Debtor a license to use the trade name and
        trademarks of Lessee and to operate the Premises as  Shoney's
        restaurants upon the terms and conditions set forth therein, as the
        same may be amended from time to time.

             "LOAN" or "LOANS" means, as the context may require, the loan
        for each Premises, or the loans for all of the Premises, described
        in Section 2.

             "LOAN AMOUNT" or "LOAN AMOUNTS" means, as the context may
        require, the aggregate amount set forth in Section 2 or, with respect
        to each Premises, the individual amount set forth in Exhibit A.

             "LOAN DOCUMENTS" means, collectively, this Agreement, the Notes,
        the Mortgages, the Environmental Indemnity Agreements, the UCC-1
        Financing Statements, the Collateral Assignment of License Agreement
        and all other documents, instruments


                                     5

        and agreements executed in connection therewith, all as amended and
        supplemented and any and all replacements or substitutions thereof.

             "LOAN POOL" means:

             (i)  in the context of a Securitization, any pool or group of
        loans that are a part of such Securitization;

             (ii)  in the context of a Transfer, all loans which are sold,
        transferred or assigned to the same transferee; and

             (iii)  in the context of a Participation, all loans as to which
        participating interests are granted to the same participant.

             "LOST NOTE" has the meaning set forth in Section 7.C.

             "MATERIAL ADVERSE EFFECT" means any material adverse effect on
        (i) any Premises, including, without limitation, the operation of any
        of the Premises as a Permitted Concept and/or the value of any of the
        Premises or (ii) Debtor's ability to perform its obligations under
        this Agreement, the Notes and the other Loan Documents.

             "MEMORANDA" has the meaning set forth in Section 9.L.

             "MODIFIED FCCR AMOUNT" has the meaning set forth in Section
        10.A(6).

             "MORTGAGE" or "MORTGAGES" means, as the context may require, the
        deed of trust, deed to secure debt or mortgage dated as of the date
        of this Agreement to be executed by Debtor for the benefit of FFCA
        with respect to a Premises or the deeds of trust, deeds to secure
        debt or mortgages dated as of the date of this Agreement to be
        executed by Debtor for the benefit of FFCA with respect to all of the
        Premises, as the same may be amended from time to time.  A Mortgage
        will be executed for each Premises.

             "NET INCOME" has the meaning set forth in Section 7.B.

             "NOTE" or "NOTES" means, as the context may require, the
        promissory note dated as of the date of this Agreement to be executed
        by Debtor in favor of FFCA evidencing a Loan with respect to a
        Premises or the promissory notes dated as of the date of this
        Agreement to be executed by Debtor in favor of FFCA evidencing the
        Loans with respect to all of the Premises, as such Note may be
        amended and restated by the Amended and Restated Note, as applicable,
        and as such Note may be otherwise amended from time to time, as the
        same may be amended, restated and/or substituted from time to time,
        including, without limitation, as a result of the payment of the FCCR
        Amount or the Modified FCCR Amount pursuant to Section 10. A Note
        will be executed for each Premises in the Loan Amount corresponding
        to such Premises.  All references in the Loan Documents to the Note
        which are applicable to the period of time from and after the


                                    6

        execution and delivery of the Amended and Restated Note, to the
        extent applicable, shall mean the Amended and Restated Note.

             "OPERATING LEASE EXPENSE" has the meaning set forth in Section
        7.B.

             "OTHER AGREEMENTS" means, collectively, all agreements and
        instruments between, among or by (1) any of the Debtor Entities, and,
        or for the benefit of, (2) any of the FFCA Entities, including,
        without limitation, the Related Loan Documents and the Shoney's Loan
        Documents; provided, however, the term "Other Agreements" shall not
        include the agreements and instruments defined as the Loan Documents.

             "OTHER PREMISES" has the meaning set forth in Section 7.B.

             "PARTICIPATION" means one or more grants by FFCA or any of the
        other FFCA Entities to a third party of a participating interest in
        notes evidencing obligations to repay secured or unsecured loans
        owned by FFCA or any of the other FFCA Entities or any or all
        servicing rights with respect thereto.

             "PERMITTED CONCEPT" means a Shoney's restaurant; provided,
        however, up to two (2) of all of the Premises may be operated as
        another nationally or regionally recognized restaurant concept.

             "PERMITTED EXCEPTIONS" means those recorded easements,
        restrictions, liens and encumbrances set forth as exceptions in the
        title insurance policies issued by Title Company to FFCA and approved
        by FFCA in its sole discretion in connection with the closing of the
        Loans, and those certain matters set forth on the ALTA surveys of the
        Premises obtained pursuant to Section 9.D which the Title Company has
        insured over and approved by FFCA in its sole discretion, in
        connection with the closing of the Loans.

             "PERSON" means any individual, corporation, partnership, limited
        liability company, trust, unincorporated organization, Governmental
        Authority or any other form of entity.

             "PERSONAL PROPERTY" means, to the extent applicable, all
        machinery, appliances, furniture, equipment, trade fixtures, and
        other personal property now or hereafter located on or at the
        Premises or, to the extent applicable, the Substitute Premises  which
        is owned by Debtor.

             "PREMISES" means, collectively, the parcel or parcels of real
        estate described by addresses and FFCA File Numbers on Exhibit A
        attached hereto, together with all rights, privileges and
        appurtenances associated therewith and all buildings, fixtures and
        other improvements now or hereafter located thereon (whether or not
        affixed to such real estate), and all Personal Property.  As used
        herein, the term "Premises" shall mean either a singular property or
        all of the properties collectively, as the context may require.


                                      7

             "QUESTIONNAIRES" means the environmental questionnaires
        completed by Debtor or Lessee with respect to the Premises and
        submitted to Environmental Insurer in connection with the issuance
        of the Environmental Policies.

             "RELATED DEBTORS" means, collectively, Shoney's Properties Group
        2, LLC, a Delaware limited liability company, Shoney's Properties
        Group 3, LLC, a Delaware limited liability company, Shoney's
        Properties Group 4, LLC, a Delaware limited liability company,
        Shoney's Properties Group 5, LLC, a Delaware limited liability
        company and Shoney's Properties Group 6, LLC, a Delaware limited
        liability company.

             "RELATED LEASES" has the meaning set forth in the Lease.

             "RELATED LOAN AGREEMENTS" means, collectively, those certain
        loan agreements dated as of the date of this Agreement between any
        of the FFCA Entities and any of the Related Debtors, as the same may
        be amended from time to time.

             "RELATED LOAN DOCUMENTS" means, collectively, the Related Loan
        Agreements, the Related Notes and all other agreements and
        instruments between, among or by any of the Related Debtors and, or
        for the benefit of, any of the FFCA Entities and executed pursuant
        to any of the Related Loan Agreements, as the same may be amended
        from time to time.

             "RELATED NOTES" means, collectively, the promissory notes dated
        as of the date of this Agreement executed by any of the Related
        Debtors and payable to any of the FFCA Entities pursuant to any of
        the Related Loan Agreements and any amendments, extensions or
        modifications thereof.

             "RELEASE" means any presence, release, deposit, discharge,
        emission, leaking, spilling, seeping, migrating, injecting, pumping,
        pouring, emptying, escaping, dumping, disposing, leaching or other
        movement of Hazardous Materials in, on, under, to or from the soil,
        surface waters, groundwaters, land, stream sediments, surface or
        subsurface strata, ambient air or any other environmental medium
        comprising or surrounding any of the Premises, except in De Minimis
        Amounts.

             "REMEDIATION" means any response, remedial, removal, or
        corrective action, any activity to cleanup, detoxify, decontaminate,
        contain or otherwise remediate any Hazardous Material, any actions
        to prevent, cure or mitigate any Release, any action to comply with
        any Environmental Laws or with any permits issued pursuant thereto,
        any inspection, investigation, study, monitoring, assessment, audit,
        sampling and testing, laboratory or other analysis, or any evaluation
        relating to any Hazardous Materials.

             "SECURITIZATION" means one or more sales, dispositions,
        transfers or assignments by FFCA or any of the other FFCA Entities
        to a special purpose corporation, trust or other entity identified
        by FFCA or any of the other FFCA Entities of notes evidencing
        obligations to repay secured or unsecured loans owned by FFCA or any
        of the other FFCA Entities (and, to the extent applicable, the
        subsequent sale, transfer or assignment


                                    8

        of such notes to another special purpose corporation, trust or other
        entity identified by FFCA or any of the other FFCA Entities), and the
        issuance of  bonds, certificates, notes or other instruments
        evidencing interests in pools of such loans, whether in connection
        with a permanent asset securitization or a sale of loans in
        anticipation of a permanent asset securitization.  Each
        Securitization shall be undertaken in accordance with all
        requirements which may be imposed by the investors or the rating
        agencies involved in each such sale, disposition, transfer or
        assignment or which may be imposed by applicable securities, tax or
        other laws or regulations, including, without limitation, laws
        relating to FFCA's status as a real estate investment trust.

             "SELECTED PREMISES" has the meaning set forth in Section 10.A
        (6).

             "SHONEY'S LOAN AGREEMENT" means that certain loan agreement
        dated as of the date of this Agreement between FFCA FUNDING
        CORPORATION, a Delaware corporation, and Lessee, as the same may be
        amended from time to time.

             "SHONEY'S LOAN DOCUMENTS" means, collectively, the Shoney's Loan
        Agreement, the Shoney's Notes and all other agreements and
        instruments between or by Lessee and, or for the benefit of, FFCA
        FUNDING CORPORATION, a Delaware corporation, and executed pursuant
        to the Shoney's Loan Agreement, as the same may be amended from time
        to time.

             "SHONEY'S NOTES" means, collectively, the promissory notes dated
        as of the date of this Agreement executed by Lessee and payable to
        FFCA FUNDING CORPORATION, a Delaware corporation, pursuant to the
        Shoney's Loan Agreement and any amendments, extensions or
        modifications thereof.

             "SUBJECT PREMISES" has the meaning set forth in Section 10.A(6).

             "SUBSTITUTE DOCUMENTS" has the meaning set forth in Section 13.

             "SUBSTITUTE PREMISES" means one or more parcels of real estate
        substituted for a Premises in accordance with the requirements of
        Section 13, together with all rights, privileges and appurtenances
        associated therewith and all buildings, fixtures and other
        improvements located thereon (whether or not affixed to such real
        estate), and all Personal Property.  For purposes of clarity, where
        two or more parcels of real property comprise a Substitute Premises,
        such parcels shall be aggregated and deemed to constitute the
        Substitute Premises for all purposes of this Agreement.

             "SUBSTITUTE PREMISES PERMITTED EXCEPTIONS" has the meaning set
        forth in Section 13.

             "THREATENED RELEASE" means a substantial likelihood of a Release
        which requires action to prevent or mitigate damage to the soil,
        surface waters, groundwaters, land, stream sediments, surface or
        subsurface strata, ambient air or any other environmental medium
        comprising or surrounding the Premises which may result from such
        Release.


                                     9

             "TITLE COMPANY" means the title insurance company described in
        Section 4.

             "TRANSFER" means one or more sales, transfers or assignments by
        FFCA or any of the other FFCA Entities to a third party of notes
        evidencing obligations to repay secured or unsecured loans owned by
        FFCA or any of the other FFCA Entities or any or all servicing rights
        with respect thereto.

             "UCC-1 FINANCING STATEMENTS" means such UCC-1 Financing
        Statements as FFCA shall require to be executed and delivered by
        Debtor and/or Lessee with respect to the transactions contemplated
        by this Agreement.

     2.  TRANSACTION. (a) On the terms and subject to the conditions set
forth in the Loan Documents, FFCA shall make the Loans.  The Loans will be
evidenced by the Notes and secured by the Mortgages.  Debtor shall repay the
outstanding principal amount of the Loans together with interest thereon in
the manner and in accordance with the terms and conditions of the Notes and
the other Loan Documents.  The aggregate Loan Amount shall be $7,455,000.00,
allocated among the Premises as set forth on the attached Exhibit A.  The
Loans shall be advanced at the Closing in cash or otherwise immediately
available funds subject to any prorations and adjustments required by this
Agreement.  The Premises shall be leased to the Lessee pursuant to the Lease
and, at Closing, Debtor shall collaterally assign the Lease to FFCA pursuant
to the Mortgages. FFCA will provide reasonable cooperation in connection with
any request by Debtor or Lessee for information related to the preparation of
necessary or appropriate tax records and reports for the Premises.

        (b)  FFCA shall have the option as set forth in the Notes to convert
the interest rate under the Notes from a variable rate of interest to a fixed
rate of interest (the "Conversion Option").  If FFCA exercises the Conversion
Option, the Notes shall be amended and restated in accordance with the terms
and conditions set forth in the Notes pursuant to the Amended and Restated
Notes.  Simultaneously with the execution and delivery of the Amended and
Restated Notes, Debtor shall also execute such amendments and/or
confirmations to the Mortgages as FFCA may reasonably require to evidence the
continued first priority of such Mortgages.  In addition, on or prior to the
Conversion Date, Debtor shall:

                (i)  cause Counsel to deliver such opinions as FFCA may
        reasonably require with respect to the Amended and Restated Notes and
        the other documents FFCA requires Debtor to execute as a result of
        the Conversion, the substance of which opinions shall be
        substantially the same as those in the opinions delivered at the
        Closing,

                (ii)  cause Title Company to issue an endorsement to each of
        the loan policies of title insurance issued to FFCA in connection
        with the Closing with respect to the Mortgages bringing current the
        effective date of such policies through the Conversion Date without
        adding any exceptions to such policies other than for then current
        taxes not yet due and payable,


                                     10


                (iii)  take such other actions and execute such additional
        documents as FFCA may reasonably require to evidence the Conversion,
        and

                (iv)  at the election of FFCA, Debtor shall merge (the
        "Merger") with those Related Debtors who executed Related Notes for
        which FFCA shall have exercised a "Conversion Option" (as defined in
        the Related Notes), with the surviving entity of such merger being
        such of the merged entities as Debtor shall select and FFCA shall
        approve (the "Surviving Entity").  Such Merger shall be completed in
        accordance with applicable Delaware law and Debtor's [Amended and
        Restated] Operating Agreement and shall not result in or constitute
        a breach of any covenant set forth in such [Amended and Restated]
        Operating Agreement.  The documents evidencing the Merger shall be
        subject to FFCA's consent, which consent shall not be unreasonably
        withheld.  Debtor shall provide FFCA with such opinions of Counsel
        as FFCA may reasonably requiring evidencing that Surviving Entity has
        succeeded to all of the obligations of Debtor and Related Debtors
        under the Loan Documents and the Related Loan Documents and is bound
        by the terms and conditions of Debtor's [Amended and Restated]
        Operating Agreement.  Simultaneously with the completion of the
        Merger, Surviving Entity shall execute, and cause Lessee to execute,
        an amended and restated master lease pursuant to which the Lease and
        such of the Related Leases corresponding to Notes and Related Notes
        for which FFCA shall have exercised a "Conversion Option"
        (collectively, the "Conversion Option Leases") shall be amended and
        restated (the "Amended and Restated Master Lease").  The Amended and
        Restated Master Lease shall be substantially in the form of the
        Lease, except that the "Base Annual Rental" payable under the Amended
        and Restated Master Lease shall equal the sum of the Base Annual
        Rental payable under the Lease and the "Base Annual Rental" payable
        under the other Conversion Option Leases.  Debtor and Surviving
        Entity shall take such additional actions and execute such additional
        documents, and cause Lessee to take such additional actions and
        execute such additional documents, as FFCA may reasonably require
        with respect to the Merger and the execution and delivery of the
        Amended and Restated Master Lease.

Debtor shall be solely responsible for the payment of all costs and expenses
incurred by FFCA and Debtor as a result of the Conversion, including, without
limitation, Debtor's attorney's fees and expenses, FFCA's reasonable
attorney's fees and expenses, title insurance charges, recording fees and
documentary stamps charges.

     3.  UNDERWRITING, SITE ASSESSMENT, VALUATION, PROCESSING AND COMMITMENT
FEE.  Debtor paid FFCA and received a credit by FFCA pursuant to the
Commitment for a portion of the Fee pursuant to the Commitment, and such
portion was deemed nonrefundable and fully earned when received.  The
remainder of the Fee shall be paid at the Closing and shall be deemed
nonrefundable and fully earned upon the Closing.  The Fee constitutes FFCA's
underwriting, site assessment, valuation, processing and commitment fee.  In
the event the transaction set forth in


                                    11

this Agreement fails to close due to a breach or default by Debtor under this
Agreement, FFCA shall retain the portion of the Fee received by FFCA (without
affecting or limiting FFCA's remedies set forth in this Agreement).

     4.  CLOSING.  (a) Each Loan shall be closed (the "Closing") within 30
days following the satisfaction of all of the terms and conditions contained
in this Agreement, but in no event shall the date of the Closing be extended
beyond September 30, 2000, unless such extension shall be approved by FFCA in
its sole discretion (the date on which the Closing shall occur is referred to
herein as the "Closing Date").

     (b)  FFCA has ordered a title insurance commitment for each Premises
from Lawyers Title Insurance Corporation ("Title Company").  Prior to the
Closing Date, the parties hereto shall deposit with Title Company all
documents and moneys necessary to comply with their obligations under this
Agreement. All costs of such transaction shall be borne by Debtor, including,
without limitation, the cost of title insurance and all endorsements required
by FFCA, survey charges, UCC and litigation search charges, the attorneys'
fees of Debtor, reasonable attorneys' fees and expenses of FFCA, the cost of
the Environmental Policies to be delivered pursuant to Section 9.E, FFCA's
reasonable in-house site inspection costs and fees, stamp taxes, mortgage
taxes, transfer fees, escrow and recording fees and site inspection fees for
the Premises.  All real and personal property and other applicable taxes and
assessments and other charges relating to the Premises which are due and
payable on or prior to the Closing Date as well as taxes and assessments due
and payable subsequent to the Closing Date but which Title Company requires
to be paid at Closing as a condition to the issuance of the title insurance
policies described in Section 9.C, shall be paid by Debtor at or prior to the
Closing.  The Closing documents shall be dated as of the Closing Date.

     Debtor and FFCA hereby employ Title Company to act as escrow agent in
connection with the transaction described in this Agreement. Title Company
shall not cause the transaction to close unless and until it has received
written instructions from FFCA and Debtor to do so.  Debtor and FFCA will
deliver to Title Company all documents, pay to Title Company all sums and do
or cause to be done all other things necessary or required by this Agreement,
in the reasonable judgment of Title Company, to enable Title Company to
comply herewith and to enable any title insurance policy provided for herein
to be issued.  Title Company is authorized to pay, from any funds held by it
for FFCA's or Debtor's respective credit all amounts necessary to procure the
delivery of such documents and to pay, on behalf of FFCA and Debtor, all
charges and obligations payable by them, respectively.  Debtor will pay all
charges payable by it to Title Company.  Title Company is authorized, in the
event any conflicting demand is made upon it concerning these instructions or
the escrow, at its election, to hold any documents and/or funds deposited
hereunder until an action shall be brought in a court of competent
jurisdiction to determine the rights of Debtor and FFCA or to interplead such
documents and/or funds in an action brought in any such court.  Deposit by
Title Company of such documents and funds, after deducting therefrom its
charges and its expenses and reasonable attorneys' fees incurred in
connection with any such court action, shall relieve Title Company of all
further liability and responsibility for such documents and funds.  Title
Company's receipt of this Agreement and opening of an escrow pursuant to this
Agreement shall be deemed to constitute conclusive


                                    12

evidence of Title Company's agreement to be bound by the terms and conditions
of this Agreement pertaining to Title Company.  Disbursement of any funds
shall be made by check, certified check or wire transfer, as directed by
Debtor and FFCA.  Title Company shall be under no obligation to disburse any
funds represented by check or draft, and no check or draft shall be payment
to Title Company in compliance with any of the requirements hereof, until it
is advised by the bank in which such check or draft is deposited that such
check or draft has been honored.  Title Company is authorized to act upon any
statement furnished by the holder or payee, or a collection agent for the
holder or payee, of any lien on or charge or assessment in connection with
the Premises, concerning the amount of such charge or assessment or the
amount secured by such lien, without liability or responsibility for the
accuracy of such statement.  The employment of Title Company as escrow agent
shall not affect any rights of subrogation under the terms of any title
insurance policy issued pursuant to the provisions thereof.

     5.  REPRESENTATIONS AND WARRANTIES OF FFCA.  The representations and
warranties of FFCA contained in this Section are being made by FFCA as of the
date of this Agreement and as of the Closing Date to induce Debtor to enter
into this Agreement and consummate the transactions contemplated herein, and
Debtor has relied, and will continue to rely, upon such representations and
warranties from and after the execution of this Agreement and the Closing.
FFCA represents and warrants to Debtor as follows:

             A.  ORGANIZATION OF FFCA.  FFCA has been duly formed, is validly
        existing and has taken all necessary action to authorize the
        execution, delivery and performance by FFCA of this Agreement.

             B.  AUTHORITY OF FFCA.  The Person who has executed this
        Agreement on behalf of FFCA is duly authorized so to do.

             C.  ENFORCEABILITY.  Upon execution by FFCA, this Agreement
        shall constitute the legal, valid and binding obligation of FFCA,
        enforceable against FFCA in accordance with its terms, subject to
        general equity principles and to applicable bankruptcy, insolvency,
        reorganization, moratorium and similar laws from time to time in
        effect affecting the enforcement of creditors' rights generally.

             All representations and warranties of FFCA made in this
        Agreement shall survive the Closing.

     6.  REPRESENTATIONS AND WARRANTIES OF DEBTOR.  The representations and
warranties of Debtor contained in this Section are being made by Debtor as of
the date of this Agreement and will be reaffirmed as of the Closing Date to
induce FFCA to enter into this Agreement and consummate the transactions
contemplated herein, and FFCA has relied, and will continue to rely, upon
such representations and warranties from and after the execution of this
Agreement and the Closing.  Debtor represents and warrants to FFCA as
follows:


                                    13

             A.  INFORMATION AND FINANCIAL STATEMENTS. Debtor is an Affiliate
        of Lessee and Debtor has caused Lessee to deliver to FFCA copies of
        the following financial statements:

                     (1)  Lessee's Form 10-Q for the quarters ended February
                20, 2000 and May 14, 2000 as filed with the United States
                Securities and Exchange Commission ("SEC");

                     (2)  Lessee's Form 10-K for the years ended October 26,
                1997, October 25, 1998 and October 31, 1999, as filed with
                the SEC;

                     (3)  Lessee's unaudited consolidated profit and loss
                statements and balance sheets for the 28 week period ended
                May 14, 2000; and

                     (4)  Lessee's unaudited profit and loss statements for
                each of the Premises for (i) the 52 week period ended
                October 25, 1998 and the 53 week period ended October 31,
                1999; (ii) the 20 week periods ended March 14, 1999 and
                March 19, 2000; and (iii) the 28 week periods ended May 9,
                1999 and May 14, 2000 (collectively, the "Financial
                Statements").

             The Financial Statements are true, correct and complete in all
        material respects as of their respective dates; and no material
        adverse change has occurred with respect to any such Financial
        Statements provided to FFCA since the date such  Financial Statements
        were prepared or delivered to FFCA.  Debtor understands that FFCA is
        relying upon such Financial Statements and Debtor represents that
        such reliance is reasonable.  All such Financial Statements specified
        in paragraphs (1) and (2), above, were prepared in accordance with
        GAAP and all such Financial Statements accurately reflect, as of
        their respective dates, the financial condition of each individual
        or entity to which they pertain.

             B.  ORGANIZATION AND AUTHORITY.  (1)  Debtor is duly organized
        or formed, validly existing and in good standing under the laws of
        its state of incorporation or formation, and qualified as a foreign
        corporation or limited liability company, as applicable, to do
        business in any jurisdiction where any of the Premises are located.
        All necessary corporate or limited liability company action has been
        taken to authorize the execution, delivery and performance of this
        Agreement, the other Loan Documents and the Lease.

             (2)  The Person(s) who have executed this Agreement on behalf
        of Debtor are duly authorized so to do.

             C.  ENFORCEABILITY OF DOCUMENTS.  Upon execution by Debtor, this
        Agreement, the other Loan Documents, the Lease and the License
        Agreement shall constitute the legal, valid and binding obligations
        of Debtor, enforceable against Debtor in accordance with their
        respective terms, subject to general equitable principles and to
        applicable


                                     14

        bankruptcy, insolvency, reorganization, moratorium and similar laws
        from time to time in effect affecting the enforcement of creditors'
        rights generally.

             D.  LITIGATION.  There are no suits, actions, proceedings or
        investigations pending or to the best of Debtor's knowledge
        threatened against or involving Debtor or the Premises before any
        arbitrator or, Governmental Authority which might reasonably be
        expected to result in any Material Adverse Effect.

             E.  ABSENCE OF BREACHES OR DEFAULTS.  No default on the part of
        Debtor exists under any document, instrument or agreement to which
        Debtor is a party or by which Debtor or the Premises is subject or
        bound, which could reasonably be expected to result in any Material
        Adverse Effect.  The authorization, execution, delivery and
        performance of this Agreement, the other Loan Documents, the Lease
        and the License Agreement will not result, in any breach or default
        under any other document, instrument or agreement to which Debtor is
        a party or by which Debtor or any of the Premises is subject or
        bound.  The authorization, execution, delivery and performance of
        this Agreement, the other Loan Documents, the Lease and the License
        Agreement will not violate any applicable law, statute, regulation,
        rule, ordinance, code, rule or order which could reasonably be
        expected to result in any Material Adverse Effect.

             F.  UTILITIES.  The Premises are served by public utilities
        deemed adequate by Debtor to permit full utilization of the Premises
        as a Permitted Concept and all utility connection fees and use
        charges that are due and payable have been paid in full.

             G.  INTENDED USE AND ZONING; COMPLIANCE WITH LAWS.  Debtor
        intends to use each of the Premises solely for the operation of a
        Permitted Concept, in accordance with the standards of operations in
        effect on a system - wide basis for such Permitted Concept, and
        related ingress, egress and parking, and for no other purposes.  Each
        of the Premises is in compliance with all applicable zoning
        requirements and the use of each of the Premises as a Permitted
        Concept does not constitute a nonconforming use under applicable
        zoning requirements, except for such non-compliance as would not
        reasonably be expected to result in any Material Adverse Effect.  The
        Premises comply with all applicable statutes, regulations, rules,
        ordinances, codes, licenses, permits, orders and approvals of each
        Governmental Authority having jurisdiction over the Premises,
        including, without limitation, all health, building, fire, safety and
        other codes, ordinances and requirements, all applicable standards
        of the National Board of Fire Underwriters and the Americans With
        Disabilities Act of 1990 and all policies or rules of common law, in
        each case, as amended, and any judicial or administrative
        interpretation thereof, including any judicial order, consent, decree
        or judgment applicable to Debtor, except for such non-compliance as
        would not reasonably be expected to result in any Material Adverse
        Effect.

             H.  AREA DEVELOPMENT; WETLANDS.  No condemnation or eminent
        domain proceedings affecting the Premises have been commenced or, to
        the best of Debtor's knowledge, are contemplated as of the Closing.
        Debtor has not received written notice that the areas where the
        Premises are located have been declared blighted by any


                                    15

        Governmental Authority or that the real property bordering any of the
        Premises are designated by any Governmental Authority as wetlands.

             I.  LICENSES AND PERMITS; ACCESS.  All required licenses and
        permits, both governmental and private, to use and operate each of
        the Premises as a Permitted Concept have been obtained, except for
        such licenses or permits, the absence of which would not be
        reasonably expected to have any Material Adverse Effect.  Each of the
        Premises has access, either directly or by a perpetual easement, to
        public roads and ways, and, to the best of Debtor's knowledge, all
        such public roads and ways have been completed and dedicated to
        public use.

             J.  CONDITION OF PREMISES AND PERSONAL PROPERTY.  The Premises,
        and the Personal Property are of good workmanship and materials,
        fully equipped and operational, in good condition and repair and, to
        the best of Debtor's knowledge, free from structural defects.

             K.  ENVIRONMENTAL.  Except as set forth in the Questionnaires,
        other than in De Minimis Amounts or in compliance with all applicable
        Environmental Laws, no Hazardous Materials have been used, handled,
        manufactured, generated, produced, stored, treated, processed,
        transferred or disposed of at or on any of the Premises by Debtor or
        its Affiliates or, to the best of Debtor's knowledge, by any prior
        owner of any of the Premises which might reasonably be expected to
        result in any Material Adverse Effect.  Except as set forth in the
        Questionnaires, other than in De Minimis Amounts, no Release or
        Threatened Release has occurred at or on any of the Premises while
        in the possession and control of the Debtor and its Affiliates or,
        to the best of Debtor's knowledge, while in the possession and
        control of any prior owner of any of the Premises which might
        reasonably be expected to result in any Material Adverse Effect.
        Except as set forth in the Questionnaires, the activities, operations
        and business undertaken on, at or about each of the Premises by
        Debtor and its Affiliates, including, without limitation, any past
        or ongoing alterations or improvements at each of the Premises, are
        and have been at all times in compliance with all Environmental Laws,
        except such non-compliance which would not reasonably be expected to
        result in any Material Adverse Effect.  Except as set forth in the
        Questionnaires, no further action is required to remedy any
        Environmental Condition or violation of, or to be in compliance in
        all material respects with, any Environmental Laws and no lien has
        been imposed on any of the Properties by any Governmental Authority
        in connection with any Environmental Condition, the violation or
        threatened violation of any Environmental Laws or the presence of any
        Hazardous Materials on or off any of the Premises.  There is no
        pending or, to the best of Debtor's knowledge, threatened litigation
        or proceeding before any Governmental Authority in which any Person
        alleges the violation or threatened violation of any Environmental
        Laws or the presence, Release, Threatened Release or placement on or
        at any of the Premises of any Hazardous Materials, or of any facts
        which would give rise to any such action, nor has Debtor (a) received
        any notice (and Debtor has no actual knowledge) that any Governmental
        Authority or any employee or agent thereof has determined, threatens
        to determine or intends to require an investigation to determine that
        there has been a


                                    16

        violation of any Environmental Laws at, on or in connection with any
        of the Premises or that there exists a presence, Release, Threatened
        Release or placement of any Hazardous Materials on or at any of the
        Premises, or the use, handling, manufacturing, generation,
        production, storage, treatment, processing, transportation or
        disposal of any Hazardous Materials at or on any of the Premises; (b)
        received any notice under the citizen suit provision of any
        Environmental Law in connection with any of the Premises or any
        facilities, operations or activities conducted thereon, or any
        business conducted in connection therewith; or (c) received any
        request for inspection, request for information notice, demand,
        administrative inquiry or any formal or informal complaint or claim
        with respect to or in connection with the violation or threatened
        violation of any Environmental Laws or existence of Hazardous
        Materials relating to any of the Premises or any facilities,
        operations or activities conducted thereon or any business conducted
        in connection therewith.

             FFCA has charged Debtor a fee for the Environmental Policies.
        Debtor acknowledges that the Environmental Policies are for the sole
        protection of FFCA and will not protect Debtor or provide Debtor with
        any coverage thereunder.

             The information and disclosures in the Questionnaires are true,
        correct and complete in all material respects, FFCA may rely on such
        information and disclosures, and the Persons executing the
        Questionnaires were duly authorized to do so.

             L.  TITLE TO PREMISES AND PERSONAL PROPERTY; FIRST PRIORITY
        LIEN.  Fee title to each of the Premises is vested in Debtor, free
        and clear of all liens, encumbrances, charges and security interests
        of any nature whatsoever, except the Permitted Exceptions and the
        terms and conditions of any recorded instrument that creates any non-
        fee simple easement or estate which are part of the description of
        the Premises that is insured under Schedule A of the title insurance
        policies to be issued by the Title Company to FFCA and approved by
        FFCA in its sole discretion in connection with the closing of the
        Loan.  Lessee is the owner of all or substantially all of the
        machinery, appliances, furniture, equipment, trade fixtures, and
        other personal property currently located on or at the Premises
        except for the personal property described on Exhibit C to this
        Agreement (the "Lessee Personal Property"), free and clear of all
        liens, encumbrances, charges and security interests of any nature
        whatsoever.  Upon Closing, FFCA shall have a first priority lien upon
        and security interest in each of the Premises pursuant to the
        Mortgages and the UCC-1 Financing Statements and the Personal
        Property.

             M.  NO OTHER AGREEMENTS AND OPTIONS.  Neither Debtor nor any of
        the Premises are subject to any commitment, obligation, or agreement,
        including, without limitation, any right of first refusal, option to
        purchase or lease granted to a third party, which could or would
        prevent or hinder FFCA in making the Loans or exercising any of its
        rights or remedies under the Loan Documents or prevent or hinder
        Debtor from fulfilling its obligations under this Agreement or the
        other Loan Documents.


                                    17

             N.  NO MECHANICS' LIENS.  There are no outstanding mechanics'
        liens, or rights to claim a mechanics' lien in favor of any
        materialman, laborer, or any other Person in connection with labor
        or materials furnished to or performed on any portion of the
        Premises; no work has been performed or is in progress nor have
        materials been supplied to the Premises or agreements entered into
        for work to be performed or materials to be supplied to the Premises
        prior to the date hereof, which will not have been fully paid for on
        or before the date such payment becomes delinquent; Debtor shall be
        responsible for any and all claims for mechanics' liens and accounts
        payable that have arisen or may subsequently arise due to agreements
        entered into for and/or any work performed on, or materials supplied
        to the Premises prior to the Closing Date; and Debtor shall and does
        hereby agree to defend, indemnify and forever hold FFCA and FFCA's
        designees harmless for, from and against any and all such mechanics'
        lien claims, or other commitments relating to the Premises.

             O.  NO RELIANCE.  Debtor acknowledges that FFCA did not prepare
        or assist in the preparation of any of the projected financial
        information used by Debtor in analyzing the economic viability and
        feasibility of the transaction contemplated by this Agreement.
        Furthermore, Debtor acknowledges that it has not relied upon, nor may
        it hereafter rely upon, the analysis undertaken by FFCA in
        determining the Loan Amounts, and such analysis will not be made
        available to Debtor.

             P.  NONCONSOLIDATION.  (1) Debtor maintains correct and complete
        books and records of account separate from all other Persons.  Where
        necessary or appropriate, Debtor has disclosed the nature of the
        transaction contemplated by the Loan Documents and Debtor's
        independent status to its creditors.  The Premises represent all of
        the assets owned or leased by Debtor as of the date hereof, and
        Debtor has not commingled its assets and its liabilities with those
        of any other Person.

             (2)  Debtor maintains its own checking account or accounts with
        commercial banking institutions separate from other Persons.

             (3)  To the extent that Debtor shares the same employees with
        other Persons, the salaries of and the expenses related to providing
        benefits to such employees have been fairly and nonarbitrarily
        allocated among such Persons, with the result that each such Person
        bears its fair share of the salary and benefit costs associated with
        all such common employees.

             (4)  To the extent that Debtor jointly contracts with other
        Persons to do business with vendors or service providers or to share
        overhead expenses, the costs incurred in so doing are, and at all
        times shall be, fairly and nonarbitrarily allocated among such
        Persons, with the result that each such Person bears its fair share
        of such costs.  To the extent that Debtor contracts or does business
        with vendors or service providers where the goods or services
        provided are or shall be partially for the benefit of other Persons,
        the costs incurred in so doing are fairly and nonarbitrarily
        allocated to or


                                   18

        among such Persons for whose benefit the goods or services are
        provided, with the result that each such Person bears its fair share
        of such costs.

             (5)  To the extent that Debtor or other Persons have offices in
        the same location, there is a fair, appropriate and nonarbitrary
        allocation of overhead among them, with the result that each such
        Person bears its fair share of such expenses.

             (6)  Debtor has not incurred any indebtedness, secured or
        unsecured, direct or indirect, absolute or contingent, including,
        without limitation, liability for the debts of any other Person (and
        Debtor has not held itself out as being liable for the debts of any
        other Person), other than the Loans and trade and operational debt
        incurred in the ordinary course of business with trade creditors and
        in amounts as are normal and reasonable under the circumstances.
        Debtor is not a guarantor of any obligations.

             (7)  Debtor is not presently a party to a pledge of its assets
        for the benefit of other Persons.  Debtor has not made any loans or
        advances to any third party (including any Affiliate or constituent
        party of Debtor).

             (8)  Debtor has conducted its affairs strictly in accordance
        with its organizational documents including Debtor's managing
        member's organizational documents and has observed all necessary,
        appropriate and customary formalities.

             (9)  Debtor does not hold itself out to the public or to any of
        its individual creditors as being a unified entity with assets and
        liabilities in common with any other Person.

             (10)  Debtor (i) is solvent, (ii) is able to pay its obligations
        as they become due and (iii) is not and shall not be engaged in any
        business or transaction for which its remaining capital is or may be
        unreasonably small.

             (11)  Debtor has no actual intent to hinder, delay or defraud
        creditors in connection with any of the transactions contemplated
        herein or intent to incur (or belief that it is incurring) debts
        beyond its ability to pay the same as they mature.

             (12)  Debtor has not, as to itself or as to other Persons, (a)
        commenced any case, proceeding or other action under any existing or
        future law of any jurisdiction, domestic or foreign, relating to
        bankruptcy, insolvency, reorganization or relief of debtors, seeking
        to have an order for relief entered with respect to Debtor or other
        Persons or seeking reorganization, arrangement, adjustment, winding-
        up, liquidation, dissolution, composition or other relief with
        respect to Debtor or its debts or other Persons or their debts or (b)
        sought appointment of a receiver, trustee, custodian or other similar
        official for Debtor or for all or any substantial part of its or
        other Person's assets or made a general assignment for the benefit
        of Debtor's creditors.


                                    19

     All representations and warranties of Debtor made in this Agreement
shall be and will remain true and complete in all respects as of the Closing
Date as if made and restated in full as of such time and shall survive the
Closing.

     7.  COVENANTS.  Debtor covenants to FFCA from and after the Closing Date
as follows:

             A.  INSPECTIONS.  Debtor, subject to the Lease, shall, at all
        reasonable times and upon not less than five Business Days' prior
        written notice (except for emergencies or where notice is not
        otherwise practicable), (i) provide FFCA and FFCA's officers,
        employees, agents, advisors, attorneys, accountants, architects, and
        engineers with access to the Premises, all drawings, plans, and
        specifications for the Premises in possession of Debtor or Lessee,
        all engineering reports relating to the Premises in the possession
        of Debtor or Lessee, the files, correspondence and documents relating
        to the Premises, and the financial books and records, including lists
        of delinquencies, relating to the ownership, operation, and
        maintenance of the Premises (including, without limitation, any of
        the foregoing information stored in any computer files), (ii) allow
        such Persons to make such inspections, tests, copies, and
        verifications as FFCA considers necessary, and (iii) if the Fixed
        Charge Coverage Ratio requirement set forth in the following Section
        7.B has not been maintained, pay expenses reasonably incurred by FFCA
        from time to time in conducting such inspections, tests, copies and
        verifications upon demand (such amounts to bear interest at the
        Default Rate until paid if not paid upon demand).

             B.  FIXED CHARGE COVERAGE RATIO. Until such time as all of
        Debtor's obligations under the Notes and the other Loan Documents are
        paid, satisfied and discharged in full, Debtor shall cause to be
        maintained an aggregate Fixed Charge Coverage Ratio with respect to
        all of the Premises then owned by Debtor of at least 1.25:1, as
        determined on the last day of each fiscal year of Debtor, the first
        such fiscal year commencing on October 29, 2000, and ending on
        October 28, 2001, and, thereafter, each fiscal year commencing on the
        day after the last Sunday in October of each year and ending on the
        last Sunday in October of the following year.   For purposes of this
        Section, the term "Fixed Charge Coverage Ratio" shall mean with
        respect to the fifty-two (52) or, when applicable due to Debtor's
        fiscal year end, fifty-three (53) week period of time immediately
        preceding the date of determination, the ratio calculated for such
        period of time, each as determined in accordance with GAAP, of (a)
        the sum of Net Income, Depreciation and Amortization, Interest
        Expense, Operating Lease Expense, and the Equipment Payment Amount
        less a corporate overhead allocation in an amount equal to 4.5% of
        Gross Sales, to (b) the sum of the FFCA Payments, Operating Lease
        Expense and the Equipment Payment Amount; provided, however, that,
        with respect to each of the Premises which are subleased pursuant to
        Section 26.C of the Lease, clause (a) of the ratio for such Premises
        during the period of time in which the applicable sublease is in
        effect shall be equal to the sum of the rent payable to Lessee under
        the applicable sublease plus the royalty payments payable to Lessee
        by the applicable franchisee.

        For purposes of this Section, the following terms shall be defined
        as set forth below:


                                    20

             "CAPITAL LEASE" shall mean any lease of any property (whether
        real, personal or mixed) by Lessee with respect to one or more of the
        Premises which lease would, in conformity with GAAP, be required to
        be accounted for as a capital lease on the balance sheet of Lessee.
        The term "Capital Lease" shall not include any operating lease.

             "DEBT" shall mean as directly related to all of the Premises and
        the period of determination (i) indebtedness for borrowed money, (ii)
        obligations evidenced by bonds, indentures, notes or similar
        instruments, (iii) obligations to pay the deferred purchase price of
        property or services, (iv) obligations under leases which should be,
        in accordance with GAAP, accounted for as Capital Leases, and (v)
        obligations under direct or indirect guarantees in respect of, and
        obligations (contingent or otherwise) to purchase or otherwise
        acquire, or otherwise to assure a creditor against loss in respect
        of, indebtedness or obligations of others of the kinds referred to
        in clauses (i) through (iv) above.

             "DEPRECIATION AND AMORTIZATION" shall mean with respect to all
        of the Premises the depreciation and amortization accruing during any
        period of determination with respect to Debtor as determined in
        accordance with GAAP.

             "EQUIPMENT PAYMENT AMOUNT" shall mean for any period of
        determination the sum of all amounts payable during such period of
        determination under all (i) leases for equipment located at one or
        more of the Premises and (ii) all loans secured by equipment located
        at one or more of the Premises.

             "FFCA PAYMENTS" shall mean with respect to the period of
        determination, the sum of all amounts, whether as principal or
        interest, payable under the Notes.

             "GROSS SALES" shall mean the sales or other income arising from
        all business conducted at all of the Premises by Lessee during the
        period of determination, less sales tax and any amounts attributable
        to coupons, discounts and complimentary meals, if any.

             "INTEREST EXPENSE" shall mean for any period of determination,
        the sum of all interest accrued or which should be accrued in respect
        of all Debt of Lessee allocable to one or more of the Premises and
        all business operations thereon during such period (including
        interest attributable to Capital Leases), as determined in accordance
        with GAAP.

             "NET INCOME" shall mean with respect to the period of
        determination, the aggregate net income or net loss of Lessee
        allocable to all of the Premises.  In determining the amount of Net
        Income, (i) adjustments shall be made for nonrecurring gains and
        losses allocable to the period of determination, (ii) deductions
        shall be made for Depreciation and Amortization, Interest Expense and
        Operating Lease Expense allocable to the period of determination, and
        (iii) no


                                   21

        deductions shall be made for (x) income taxes or charges equivalent
        to income taxes allocable to the period of determination, as
        determined in accordance with GAAP, or (y) corporate overhead expense
        allocable to the period of determination.

             "OPERATING LEASE EXPENSE" shall mean the sum of all payments and
        expenses incurred by Lessee under any operating leases with respect
        to one or more of the Premises and the business operations thereon
        during the period of determination, as determined in accordance with
        GAAP.

Notwithstanding the foregoing, FFCA may elect at any time, upon written
notice to Debtor, to amend the aggregate Fixed Charge Coverage Ratio
requirement set forth herein so that it applies, in the aggregate, to the
Premises and those premises which are the subject of mortgage loans from any
of the FFCA Entities to any or all of the Related Debtors and/or Lessee (the
"Other Premises"). If such election is made the definitions relating to the
Fixed Charge Coverage Ratio shall be deemed to be modified as applicable to
provide for the calculation of the aggregate Fixed Charge Coverage Ratio for
the Premises and the Other Premises.

             C.  LOST NOTE.  Debtor shall, if any Note is mutilated,
        destroyed, lost or stolen (a "Lost Note"), promptly deliver to FFCA,
        upon receipt of an affidavit executed by FFCA stipulating that such
        Lost Note has been mutilated, destroyed, lost or stolen and of an
        instrument executed by FFCA in a form reasonably acceptable to Debtor
        in which FFCA agrees to indemnify, defend and hold Debtor harmless
        from and against any and all Losses that Debtor may incur by virtue
        of the mutilation, destruction, loss or theft of such Lost Note, in
        substitution therefor, a new promissory note containing the same
        terms and conditions as such Lost Note with a notation thereon of the
        unpaid principal and accrued and unpaid interest.  Debtor shall
        provide fifteen days' prior notice to FFCA before making any payments
        to third parties in connection with a Lost Note.

             D.  AFFILIATE TRANSACTIONS.  Unless otherwise approved by FFCA,
        all transactions between Debtor and any of its Affiliates shall be
        on terms substantially as advantageous to Debtor as those which could
        be obtained by Debtor in a comparable arm's length transaction with
        a non-Affiliate of Debtor.

             E.  LEASE MODIFICATIONS.  The Lease shall not be modified,
        amended, terminated, canceled or surrendered without FFCA's prior
        written consent.

             F.  NONCONSOLIDATION.  (1) Debtor shall at all times maintain
        correct and complete books and records of account separate from all
        other Persons.  When necessary or appropriate, Debtor shall disclose
        the nature of the transaction contemplated by the Loan Documents and
        Debtor's independent status to its creditors.  Debtor shall not own
        or lease any assets other than the Premises, nor engage in any
        business other than owning and leasing the Premises, including
        financing the Premises with FFCA.  Debtor shall not commingle its
        assets and its liabilities with those of any other Person.


                                   22

             (2)  Debtor shall maintain its own checking account or accounts
        with commercial banking institutions separate from other Persons.

             (3)  To the extent that Debtor shares the same employees with
        other Persons, the salaries of and the expenses related to providing
        benefits to such employees, at all times shall be, fairly and
        nonarbitrarily allocated among such Persons, with the result that
        each such Person shall bear its fair share of the salary and benefit
        costs associated with all such common employees.

             (4)  To the extent that Debtor jointly contracts with other
        Persons to do business with vendors or service providers or to share
        overhead expenses, the costs incurred in so doing at all times shall
        be, fairly and nonarbitrarily allocated among such Persons, with the
        result that each such Person shall bear its fair share of such costs.
        To the extent that Debtor contracts or does business with vendors or
        service providers where the goods or services provided are or shall
        be partially for the benefit of other Persons, the costs incurred in
        so doing at all times shall be, fairly and nonarbitrarily allocated
        to or among such Persons for whose benefit the goods or services are
        provided, with the result that each such Person shall bear its fair
        share of such costs.  All transactions between Debtor and other
        Persons shall be only on an arm's-length basis.

             (5)  To the extent that Debtor or other Persons have offices in
        the same location, there shall be a fair, appropriate and
        nonarbitrary allocation of overhead among them, with the result that
        each such Person shall bear its fair share of such expenses.

             (6)  Debtor shall not incur any indebtedness, secured or
        unsecured, direct or indirect, absolute or contingent (including
        guaranteeing any obligation or assuming liability for the debts of
        any other Person and Debtor will not hold itself out as being liable
        for the debts of any other Person), other than the Loans and trade
        and operational debt incurred in the ordinary course of business with
        trade creditors and in amounts as are normal and reasonable under the
        circumstances.  No indebtedness other than the Loans may be secured
        (subordinate or pari passu) by the Premises or any portion thereof.

             (7)  Debtor shall not enter into any contract or agreement with
        any Affiliate of Debtor, any constituent party of Debtor or any
        Affiliate of any constituent party of Debtor except upon terms and
        conditions that are intrinsically fair and substantially similar to
        those that would be available on an arms-length basis with third
        parties other than any such party.

             (8)  Except as contemplated by the Loan Documents, Debtor shall
        not pledge, grant any security interest in, hypothecate or otherwise
        encumber its assets for the benefit of any other Persons.

             (9)  Debtor shall issue separate unaudited financial statements
        prepared not less frequently than annually and prepared according to
        GAAP.


                                    23

             (10) Debtor shall maintain adequate capital for the normal
        obligations reasonably foreseeable in a business of its size and
        character in light of its contemplated business operations.

             (11)  Debtor shall conduct its affairs strictly in accordance
        with the terms of its managing member's organizational documents and
        shall observe all necessary, appropriate and customary formalities.
        The books, records and accounts of Debtor shall at all times be
        maintained in a manner permitting the assets and liabilities of
        Debtor to be easily separated and readily ascertained from those of
        any other Person and Debtor shall file its own tax returns when and
        where required

             (12)  Debtor shall not hold itself out to the public or to any
        of its individual creditors as being a unified entity with assets and
        liabilities in common with any other Person.  Debtor shall maintain
        and utilize separate stationery, invoices and checks.

             (13)  Debtor shall not make any loans or advances to any third
        party (including any Affiliate of Debtor or constituent party of
        Debtor); provided, however, that Debtor may make distributions as
        dividends to its members so long as no Event of Default has occurred
        and is continuing.

             (14)  Debtor shall not, as to itself or as to other Persons, (i)
        commence any case, proceeding or other action under any existing or
        future law of any jurisdiction, domestic or foreign, relating to
        bankruptcy, insolvency, reorganization or relief of debtors, seeking
        to have an order for relief entered with respect to Debtor or other
        Persons or seeking reorganization, arrangement, adjustment, winding-
        up, liquidation, dissolution, composition or other relief with
        respect to Debtor or its debts or other Persons or their debts or
        (ii) seek appointment of a receiver, trustee, custodian or other
        similar official for Debtor or for all or any substantial part of its
        or other Person's assets or make a general assignment for the benefit
        of Debtor's creditors.  Debtor shall not take any action in
        furtherance of, or indicating its consent to, approval of or
        acquiescence in, any of the acts set forth above.  Debtor shall not
        be unable to, or admit in writing its inability to, pay its debts.

     8.  TRANSACTION CHARACTERIZATION.  This Agreement is a contract to
extend a financial accommodation (as such term is used in the Code) for the
benefit of Debtor.  It is the intent of the parties hereto that the business
relationship created by this Agreement, the Notes, the Mortgages and the
other Loan Documents is solely that of creditor and debtor and has been
entered into by both parties in reliance upon the economic and legal bargains
contained in the Loan Documents.  None of the agreements contained in the
Loan Documents is intended, nor shall the same be deemed or construed, to
create a partnership (either de jure or de facto) between Debtor and FFCA, to
make them joint venturers, to make Debtor an agent, legal representative,
partner, subsidiary or employee of FFCA, nor to make FFCA in any way
responsible for the debts, obligations or losses of Debtor.


                                   24

     9.  CONDITIONS OF CLOSING.  The obligation of FFCA to consummate the
transaction contemplated by this Agreement is subject to the fulfillment or
waiver of each of the following conditions:

             A.  TITLE.  Fee title to each of the Premises shall be vested
        in Debtor, free of all liens, encumbrances, restrictions,
        encroachments and easements, except the Permitted Exceptions and the
        liens created by the Mortgages and the UCC-1 Financing Statements.
        Lessee shall be the owner of all of the Personal Property free and
        clear of all liens, encumbrances, charges and security interests,
        except the landlord's lien and security interest in favor of Debtor
        created pursuant to the Lease.  Upon Closing, FFCA will obtain a
        valid and perfected first priority lien upon and security interest
        in each of the Premises.

             B.  CONDITION OF PREMISES AND PERSONAL PROPERTY.  FFCA shall
        have inspected and approved the Premises and the Personal Property,
        the Premises and the Personal Property shall be in good condition and
        repair, free from structural defects, and of good workmanship and
        materials, and the Premises shall be fully equipped and operational,
        and with a suitable layout, physical plant, traffic pattern and
        location, all as determined by FFCA in its sole discretion.

             C.  EVIDENCE OF TITLE.  FFCA shall have received for each of the
        Premises a preliminary title report and irrevocable commitment to
        insure title in the amount of the Loan relating to such Premises, by
        means of a mortgagee's, ALTA extended coverage policy of title
        insurance (or its equivalent, in the event such form is not issued
        in the jurisdiction where the Premises is located) issued by Title
        Company showing good and marketable fee title in such Premises in
        Debtor, committing to insure FFCA's first priority lien upon and
        security interest in such Premises subject only to Permitted
        Exceptions, and containing such endorsements as FFCA may require.
        FFCA shall also have received evidence reasonably satisfactory to
        FFCA that Lessee is the owner of all of the Personal Property free
        and clear of all liens, encumbrances, charges and security interests,
        except the landlord's lien and security interest in favor of Debtor
        created pursuant to the Lease.

             D.  SURVEY.  FFCA shall have received a current ALTA survey of
        each of the Premises, the form and substance of which shall be
        satisfactory to FFCA in its sole discretion.  Debtor shall have
        provided FFCA with evidence satisfactory to FFCA that the location
        of each of the Premises is not within the 100-year flood plain or
        identified as a special flood hazard area as defined by the Federal
        Insurance Administration, or if any Premises is in such a flood plain
        or special flood hazard area, Debtor shall provide FFCA with evidence
        of flood insurance maintained on such Premises in amounts and on
        terms and conditions satisfactory to FFCA.

             E.  ENVIRONMENTAL.  FFCA shall have received an Environmental
        Policy with respect to each of the Premises.


                                    25

             F.  ZONING.  Debtor shall have provided FFCA with evidence
        satisfactory to FFCA that each of the Premises is properly zoned for
        use as a Permitted Concept and that such use constitutes a legal,
        conforming use under applicable zoning requirements.

             G.  COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS.
        All obligations of Debtor under this Agreement shall have been fully
        performed and complied with, and no event shall have occurred or
        condition shall exist which would, upon the Closing Date, or, upon
        the giving of notice and/or passage of time, constitute a breach or
        default hereunder or under the Loan Documents or any other agreement
        between or among FFCA, Debtor, any of the Related Debtors or Lessee
        pertaining to the subject matter hereof, and no event shall have
        occurred or condition shall exist or information shall have been
        disclosed by Debtor or discovered by FFCA which has had or would have
        any Material Adverse Effect or which would materially and adversely
        affect FFCA's willingness to consummate the transaction contemplated
        by this Agreement, as determined by FFCA in its sole and absolute
        discretion.  All of Debtor's representations and warranties made
        under this Agreement shall be true and correct on and as of the
        Closing Date as if  made and restated on such date and FFCA shall
        have received a certificate from an officer of Debtor to that effect.

             H.  PROOF OF INSURANCE.  Debtor shall have delivered to FFCA
        certificates of insurance and, if requested by FFCA, copies of
        insurance policies showing that all insurance required by the Loan
        Documents and the Lease is in full force and effect.

             I.  OPINION OF COUNSEL TO DEBTOR AND LESSEE.  Debtor and Lessee
        shall have caused Counsel to prepare and deliver opinions to FFCA in
        form and substance satisfactory to FFCA and its counsel.

             J.  CLOSING OF RELATED LOAN AGREEMENTS AND SHONEY'S LOAN
        AGREEMENT.  All of the transactions described in the Related Loan
        Agreements and the Shoney's Loan Agreement shall have closed prior
        to or concurrently with the Closing of the transactions described in
        this Agreement.

             K.  LEASES, LICENSE AGREEMENT AND MEMORANDA.  Debtor and Lessee
        shall have executed and delivered the Lease and the License
        Agreement.  Debtor and Lessee shall have executed and delivered
        memoranda of the Lease in recordable form for each of the states in
        which the Premises are located (collectively, the "Memoranda").

             L.  CLOSING DOCUMENTS.  At or prior to the Closing Date, in
        addition to other documents that may be required to be executed and
        delivered by this Agreement, Debtor shall execute and deliver or
        cause to be executed and delivered to Title Company or FFCA or
        debtor, as may be appropriate, such other documents, payments,
        instruments and certificates, as FFCA may require in form acceptable
        to FFCA, including, without limitation, the following:

                (1)     Notes;


                                  26

                (2)     Mortgages;
                (3)     Proof of Insurance;
                (4)     Opinion of Counsel to Debtor and Lessee;
                (5)     Evidence of satisfactory zoning as shown on the
                        surveys for the Premises;
                (6)     UCC-1 Financing Statements;
                (7)     Environmental Indemnity Agreements;
                (8)     Lease, License Agreement and Memoranda; and
                (9)     Collateral Assignment of License Agreement.

Upon fulfillment or waiver of all of the above conditions, FFCA shall deposit
funds necessary to close this transaction with the Title Company and this
transaction shall close in accordance with the terms and conditions of this
Agreement.

     10.  DEFAULT AND REMEDIES.  A. Each of the following shall be deemed an
event of default by Debtor (each, an "Event of Default"):

             (1)  If any representation or warranty of Debtor set forth in
        any of the Loan Documents is false in any material respect, or if
        Debtor renders any statement or account which is false in any
        material respect.

             (2)  If any principal, interest or other monetary sum due under
        the Notes, the Mortgages or any other Loan Document is not paid
        within five days after the date when due; provided, however,
        notwithstanding the occurrence of such an Event of Default, FFCA
        shall not be entitled to exercise its rights and remedies set forth
        below unless and until FFCA shall have given Debtor notice thereof
        and a period of five days from the delivery of such notice shall have
        elapsed without such Event of Default being cured.

             (3)  If Debtor fails to observe or perform any of the other
        covenants (except with respect to a breach of the Fixed Charge
        Coverage Ratio, which breach is addressed in Section 10.A (6)),
        conditions, or obligations of this Agreement; provided, however, if
        any such failure does not involve the payment of any monetary sum,
        is not willful or intentional, does not place any rights or interest
        in collateral of FFCA in immediate jeopardy, and is within the
        reasonable power of Debtor to promptly cure after receipt of notice
        thereof, all as determined by FFCA in its reasonable discretion, then
        such failure shall not constitute an Event of Default hereunder,
        unless otherwise expressly provided herein, unless and until FFCA
        shall have given Debtor notice thereof and a period of 30 days shall
        have elapsed, during which period Debtor may correct or cure such
        failure, upon failure of which an Event of Default shall be deemed
        to have occurred hereunder without further notice or demand of any
        kind being required.  If such failure cannot reasonably be corrected
        or cured within such 30-day period, as determined by FFCA in its
        reasonable discretion, and Debtor is diligently pursuing a correction
        or cure of such failure, then Debtor shall have a reasonable period
        to correct or cure such failure beyond such 30-day period, which
        shall not exceed 90 days after receiving notice of the failure from
        FFCA (except if Debtor is diligently pursuing such cure and such cure
        relates to an


                                    27

        Environmental Condition which could not reasonably be expected to
        result in any Material Adverse Effect, Debtor may have up to an
        additional 180 days within which to complete such cure).  If Debtor
        shall fail to correct or cure such failure within such 90-day period,
        an Event of Default shall be deemed to have occurred hereunder
        without further notice or demand of any kind being required.

             (4)  If Debtor or Lessee becomes insolvent within the meaning
        of the Code, files or notifies FFCA that it intends to file a
        petition under the Code, initiates a proceeding under any similar law
        or statute relating to bankruptcy, insolvency, reorganization,
        winding up or adjustment of debts (collectively, an "Action"),
        becomes the subject of either an involuntary petition under the Code
        or an involuntary Action that is not dismissed within 90 days after
        the initiation of such involuntary petition or Action, or is not
        generally paying its debts as the same become due.

             (5)  If there is an "Event of Default" or a breach or default,
        after the passage of all applicable notice and cure or grace periods,
        under any other Loan Document, the Lease, any Related Loan Document,
        any Shoney's Loan Document or any Other Agreement.

             (6)  If there is a breach of the Fixed Charge Coverage Ratio
        requirement and FFCA shall have given Debtor notice thereof and
        Debtor shall have failed within a period of 30 days from the delivery
        of such notice to either (i) pay to FFCA the FCCR Amount (without
        premium or penalty) with respect to such of the Premises (starting
        with the Premises with the lowest Fixed Charge Coverage Ratio and
        proceeding in ascending order to the Premises with the next lowest
        Fixed Charge Coverage Ratio) as is necessary to cure the breach of
        the Fixed Charge Coverage Ratio requirement and for which the then
        Fixed Charge Coverage Ratio (with the definitions in Section 7.B
        being deemed to be modified as applicable to provide for the
        calculation of the Fixed Charge Coverage Ratio for each such Premises
        on an individual basis rather than on an aggregate basis with the
        other Premises) is below 1.25:1 (each, a "Subject Premises"), (ii)
        prepay the Note or Notes corresponding to the Subject Premises in
        whole but not in part (without premium or penalty), or (iii) notify
        FFCA of Debtor's election to substitute a Substitute Premises for
        each Subject Premises in accordance with the terms of Section 13 (the
        failure of Debtor to complete such substitution within 60 days after
        FFCA shall have given the notice discussed above shall be deemed to
        be an Event of Default without further notice or demand of any kind
        being required).  For purposes of the preceding sentence, "FCCR
        Amount" means that sum of money which, when subtracted from the
        outstanding principal amount of the Note corresponding to a Subject
        Premises, and assuming the resulting principal balance is reamortized
        in equal monthly payments over the remaining term of such Note at the
        rate of interest set forth therein, will result in an adjusted
        aggregate Fixed Charge Coverage Ratio for all of the Premises of at
        least 1.25:1 based on the prior year's operations.  Promptly after
        Debtor's payment of the FCCR Amount, Debtor and FFCA shall execute
        an amendment to each such Note in form and substance reasonably
        acceptable to FFCA reducing the principal amount payable to FFCA
        under such Note and reamortizing the principal amount of such Note
        in equal monthly


                                     28

        payments over the then remaining term of such Note at the rate of
        interest set forth therein.

             Notwithstanding the foregoing, to the extent that, in accordance
        with the provisions of Section 7.B, FFCA shall have elected to amend
        the Fixed Charge Coverage Ratio requirement, then, in order to
        prevent an Event of Default from occurring by reason of a breach of
        such amended Fixed Charge Coverage Ratio requirement, Debtor must
        either (i) pay to FFCA the Modified FCCR Amount (without premium or
        penalty) within the aforesaid 30 day period with respect to such of
        the Premises or Other Premises (starting with the Premises and Other
        Premises with the lowest Fixed Charge Coverage Ratio and proceeding
        in ascending order to the Premises and Other Premises with the next
        lowest Fixed Charge Coverage Ratio) as is necessary to cure the
        breach of such amended Fixed Charge Coverage Ratio requirement and
        for which the then Fixed Charge Coverage Ratio (with the definitions
        relating to the Fixed Charge Coverage Ratio being deemed to be
        modified as applicable to provide for the calculation of the Fixed
        Charge Coverage Ratio for each such Premises and Other Premises on
        an individual basis) is below 1.25:1 (each a "Selected Premises"),
        (ii) prepay the Note, Related Note or Shoney's Note corresponding to
        the Selected Premises in whole but not in part (without premium or
        penalty) within the aforesaid 30 day period, or (iii) notify FFCA of
        Debtor's election to substitute a Substitute Premises for each
        Selected Premises in accordance with the terms of Section 13 of this
        Loan Agreement, the applicable Related Loan Agreement or the Shoney's
        Loan Agreement, as applicable (the failure of Debtor to complete such
        substitution within 60 days after FFCA shall have given Debtor the
        notice discussed above shall be deemed to be an Event of Default
        without further notice or demand of any kind being required).  For
        purposes of the preceding sentence, "Modified FCCR Amount" means that
        sum of money which, when subtracted from the outstanding principal
        amount of the Note, Related Note or Shoney's Note corresponding to
        a Selected Premises, and assuming the resulting principal balance is
        reamortized in equal monthly payments over the remaining term of such
        note at the rate of interest set forth therein, will result in an
        adjusted aggregate Fixed Charge Coverage Ratio for all of the
        Premises and Other Premises of at least 1.25:1 based on the prior
        year's operations.  Promptly after Debtor's payment of the Modified
        FCCR Amount, Debtor and FFCA shall execute an amendment to each such
        note in form and substance reasonably acceptable to FFCA reducing the
        principal amount payable to FFCA under such note and reamortizing the
        principal amount of such note in equal monthly payments over the then
        remaining term of such note at the rate of interest set forth
        therein.

     B.  Upon the occurrence of an Event of Default, subject to the
limitations set forth in Section 10.A, FFCA may declare all or any part of
the obligations of Debtor under the Notes, this Agreement and any other Loan
Document to be due and payable, and the same shall thereupon become due and
payable without any presentment, demand, protest or notice of any kind except
as otherwise expressly provided herein, and Debtor hereby waives notice of
intent to accelerate the obligations secured by the Mortgages and notice of
acceleration.  Thereafter, FFCA may exercise, at its option, concurrently,
successively or in any combination, all remedies available at law or in
equity, including, without limitation any one or more of the remedies


                                  29

available under the Notes, the Mortgages or any other Loan Document.  Neither
the acceptance of this Agreement nor its enforcement shall prejudice or in
any manner affect FFCA's right to realize upon or enforce any other security
now or hereafter held by FFCA, it being agreed that FFCA shall be entitled to
enforce this Agreement and any other security now or hereafter held by FFCA
in such order and manner as it may in its absolute discretion determine.  No
remedy herein conferred upon or reserved to FFCA is intended to be exclusive
of any other remedy given hereunder or now or hereafter existing at law or in
equity or by statute.  Every power or remedy given by any of the Loan
Documents to FFCA, or to which FFCA may be otherwise entitled, may be
exercised, concurrently or independently, from time to time and as often as
may be deemed expedient by FFCA.

     C.  Notwithstanding any provision of this Section 10 to the contrary, in
the event of the occurrence of an Event of Default hereunder or under any of
the other Loan Documents, and, as a result thereof, FFCA enforces its rights
and remedies hereunder or thereunder, including, without limitation, by
virtue of its collateral assignment of the Lease, if and to the extent that
FFCA recovers an amount in excess of the sum of (i) the outstanding principal
balance due under the Notes, together with all accrued and unpaid interest
thereon, and (ii) all other sums due and owing FFCA under this Agreement and
the other Loan Documents, it will remit to Debtor the amount of any such
excess.

     11.  ASSIGNMENTS.  A. FFCA may assign in whole or in part its rights
under this Agreement, including, without limitation, in connection with any
Transfer, Participation and/or Securitization.  Upon any unconditional
assignment of FFCA's entire right and interest hereunder, FFCA shall
automatically be relieved, from and after the date of such assignment, of
liability for the performance of any obligation of FFCA contained herein.

     B. Debtor shall not, without the prior written consent of FFCA, sell,
assign, transfer, mortgage, convey, encumber or grant any easements or other
rights or interests of any kind in the Premises or any of Debtor's rights
under this Agreement or permit the sale, assignment or transfer of any
membership interest in Debtor, whether voluntarily, involuntarily or by
operation of law or otherwise, including, without limitation, by merger,
consolidation, dissolution or otherwise, except, subsequent to the Closing,
as expressly permitted by the Mortgages.  Notwithstanding the foregoing, TPI
Properties, Inc., a Tennessee corporation and the holder of 99% membership
interest in Debtor, may merge with or into Lessee or any subsidiary or
limited liability company which is wholly owned directly or indirectly by
Lessee, which subsidiary or limited liability company may in turn merge with
or into Lessee subject to the satisfaction of the following conditions
precedent:

             (i)  such mergers must be consummated within 60 days after the
        Closing Date;

             (ii) no Event of Default shall have occurred and be continuing
        at the time of the consummation of such mergers; and


                                 30

             (iii)  such mergers must be consistent with and permitted by
        Debtor's amended and restated operating agreement and specifically
        shall not result in or constitute a breach of any covenant set forth
        in such operating agreement.

Debtor shall promptly notify FFCA of the consummation of such merger.

     12.  INDEMNITY.  Debtor agrees to indemnify, hold harmless and defend
FFCA and its directors, officers, shareholders, employees, successors,
assigns, agents, contractors, subcontractors, experts, licensees, affiliates,
lessees, lenders, mortgagees, trustees and invitees, as applicable
(collectively, the "Indemnified Parties"), for, from and against any and all
losses, costs, claims, liabilities, damages and expenses, including, without
limitation, reasonable attorneys' fees and court costs, arising as the result
of a breach of any of the representations, warranties, covenants, agreements
or obligations of Debtor set forth in this Agreement or any other Loan
Document.  Without limiting the generality of the foregoing, such indemnity
shall include, without limitation, any engineering, governmental inspection
and reasonable attorneys' fees and expenses that the Indemnified Parties may
incur by reason of any representation set forth in this Agreement being
false, or by reason of any investigation or claim of any Governmental
Authority in connection therewith.

     13.  SUBSTITUTION.   A.  Subject to fulfillment of the conditions set
forth in this Section 13, Debtor shall have the right to obtain a release of
the lien and security interest of the Mortgage encumbering a Premises by
substituting a Substitute Premises for such Premises if:

             (i)  the Fixed Charge Coverage Ratio for such Premises for the
        preceding twelve month period (with the definitions in Section 7.B
        being deemed to be modified as applicable to provide for the
        calculation of the Fixed Charge Coverage Ratio for each of the
        replaced Premises on an individual basis) is less than 1:1; provided,
        however, that Debtor may not substitute, in the aggregate, more than
        two (2) of the Premises pursuant to the provisions of this subitem
        (i);

             (ii)  the terms of Section 10.A(6) permit such substitution;

             (iii)  there is an Environmental Condition affecting such
        Premises which could reasonably be expected to have any Material
        Adverse Effect;

             (iv)  an Event of Default has occurred under the Mortgage
        encumbering such Premises which arises solely from a breach of the
        provisions of Sections 3.04 or 3.07 thereof.

     B.  Debtor's right to substitute a Substitute Premises for a Premises
pursuant to the preceding Section 13.A shall be subject to the fulfillment of
each of the following terms and conditions:

             (i)  Debtor shall provide FFCA with notice of its intention to
        substitute a Substitute Premises.  Any notice with respect to a
        proposed substitution pursuant to the


                                   31

        preceding Section 13.A must be delivered within the applicable time
        period contemplated by Section 10.A(6).

             (ii)  The closing of each substitution pursuant to the preceding
        Section 13.A shall take place within the applicable time period
        contemplated by Section 10.A(6).  The closing of any other
        substitution shall take place within 60 days after delivery to FFCA
        of the substitution notice described in the preceding Section
        13.B(i).

             (iii)  Debtor must provide for the substitution of a Substitute
        Premises, and the proposed Substitute Premises must:

                     (1)  be a Permitted Concept, in good condition and
                repair, ordinary wear and tear excepted;

                     (2)  have for the twelve month period preceding the
                date of the closing of such substitution a Fixed Charge
                Coverage Ratio (with the definitions of Section 7.B being
                deemed to be modified as applicable to provide for a
                calculation of the Fixed Charge Coverage Ratio for each of
                the Premises on an individual basis) at least equal to the
                greater of the then Fixed Charge Coverage Ratio for the
                Premises being replaced or the Fixed Charge Coverage Ratio
                for such Premises as of the Closing;

                     (3)  be owned in fee simple by Debtor, free and clear
                of all liens, restrictions, easements and encumbrances,
                except such matters as are acceptable to FFCA (the
                "Substitute Premises Permitted Exceptions");

                     (4)  have a fair market value no less than the greater
                of the then fair market value of the Premises to be replaced
                or the fair market value of such Premises to be replaced as
                of the Closing, all as reasonably determined by FFCA's in-
                house inspectors and underwriters.

             (iv)  FFCA shall have inspected and approved the Substitute
        Premises utilizing FFCA customary site inspection and underwriting
        approval criteria.  Debtor shall have reimbursed FFCA for all of its
        costs and expenses incurred with respect to such proposed
        substitution, including, without limitation, FFCA's third-party
        and/or in-house site inspectors' costs and expenses with respect to
        the proposed Substitute Premises.  Debtor shall be solely responsible
        for the payment of all costs and expenses resulting from such
        proposed substitution, including, without limitation, the cost of
        title insurance and endorsements, survey charges, stamp taxes,
        mortgage taxes, transfer fees, escrow and recording fees, the cost
        of environmental insurance and the attorneys' fees and expenses of
        counsel to Debtor and FFCA.

             (v)  FFCA shall have received a preliminary title report and
        irrevocable commitment to insure title in the amount of the then
        outstanding principal balance of the Loan relating to the Premises
        to be replaced by means of a mortgagee's ALTA extended coverage
        policy of title insurance (or its equivalent, in the event such form
        is not issued in


                                    32

        the jurisdiction where the proposed Substitute Premises is located)
        for such proposed Substitute Premises issued by Title Company showing
        good and marketable title in Debtor and committing to insure FFCA's
        first priority lien upon and security interest in the proposed
        Substitute Premises, subject only to the Substitute Premises
        Permitted Exceptions and containing endorsements substantially
        comparable to those required by FFCA at the Closing.  FFCA shall also
        have received evidence reasonably satisfactory to FFCA that Debtor
        is, or will be, the owner of all of the Personal Property at the
        Substitute Premises, and that Lessee is the owner of all of the
        Lessee Personal Property (except for the personal property described
        on Exhibit C to this Agreement) on the Substitute Premises, in both
        instances free and clear of all liens, encumbrances, charges and
        security interests, except, in the case of the Lessee Personal
        Property, the landlord's lien and security interest in favor of
        Debtor created pursuant to the Lease.

             (vi)  FFCA shall have received a current ALTA survey of such
        proposed Substitute Premises, the form of which shall be comparable
        to those received by FFCA at the Closing and sufficient to cause the
        standard survey exceptions set forth in the title policy referred to
        in the preceding Section 13.B(v) to be deleted, and disclosing no
        matters other than the Substitute Premises Permitted Exceptions.

             (vii)  FFCA shall have received an environmental insurance
        policy with respect to such proposed Substitute Premises, which
        environmental insurance policy shall be in form and substance and
        issued by such environmental insurance company as is acceptable to
        FFCA in its sole discretion.

             (viii)  Debtor shall deliver, or cause to be delivered, with
        respect to Debtor, Lessee and the Substitute Premises, opinions of
        Counsel in form and substance comparable to those received at Closing
        (but also addressing such matters unique to the Substitute Premises
        as may be reasonably required by FFCA).

             (ix)  no Event of Default shall have occurred and be continuing
        under any of the Loan Documents (other than the Event of Default, if
        any, which was the basis for the substitution).

             (x)  Debtor and Lessee shall have executed such documents as are
        comparable to the documents executed and delivered at Closing, as
        applicable (but with such revisions as may be reasonably required by
        FFCA to address matters unique to the Substitute Premises) or
        amendments to such documents, including, without limitation, a
        Mortgage, UCC-1 Financing Statements and an amendment to the Lease
        and the License Agreement to substitute the Substitute Premises
        therein for the Premises to be replaced (the "Substitute Documents"),
        to provide FFCA with a first priority lien on the proposed Substitute
        Premises, subject only to the Substitute Premises Permitted
        Exceptions, and all other rights, remedies and benefits with respect
        to the proposed Substitute Premises which FFCA holds in the Premises
        to be replaced, all of which documents shall be in form and substance
        reasonably satisfactory to FFCA.


                                   33

             (xi)  the representations and warranties set forth in the
        Substitute Documents and Section 6 of this Agreement applicable to
        the proposed Substitute Premises shall be true and correct in all
        material respects as of the date of substitution, and Debtor shall
        have delivered to FFCA an officer's certificate certifying to that
        effect.

             (xii)  Debtor shall have delivered to FFCA certificates of
        insurance and, if requested by FFCA, certified copies or duplicate
        originals of the insurance policies showing that all insurance
        required by the Substitute Documents is in full force and effect.

Upon satisfaction of the foregoing conditions with respect to the release of
a Premises:

             (a)  the proposed Substitute Premises shall be deemed
        substituted for the Premises to be replaced;

             (b)  the Loan Amount for the Substitute Premises shall be the
        same as for the replaced Premises;

             (c)  the Substitute Premises shall be referred to herein as a
        "Premises" and included within the definition of "Premises" and shall
        secure the same Obligations (as defined in the Mortgages) as were
        secured by the Premises that was replaced;

             (d)  the Substitute Documents shall be dated as of the date of
        the substitution;

             (e)  FFCA will release, or cause to be released, the lien of the
        Mortgage, UCC-1 Financing Statements and any other Loan Documents
        encumbering the replaced Premises; and

             (f)  at the closing of the substitution, Debtor shall convey fee
        simple insurable title to the replaced Premises to a third party
        other than any of the Related Debtors "as-is" by special or limited
        warranty deed or quit claim deed subject only to those matters
        approved in writing by FFCA.

     14.  MISCELLANEOUS PROVISIONS.

             A.  NOTICES.  All notices, consents, approvals or other
        instruments required or permitted to be given by either party
        pursuant to this Agreement shall be in writing and given by (i) hand
        delivery, (ii) facsimile, (iii) express overnight delivery service
        or (iv) certified or registered mail, return receipt requested, and
        shall be deemed to have been delivered upon (a) receipt, if hand
        delivered, (b) transmission, if delivered by facsimile during regular
        business hours of recipient or, if not, on the next Business Day, (c)
        the next Business Day, if delivered by express overnight delivery
        service, or (d) the third Business Day following the day of deposit
        of such notice with the United States Postal Service, if sent by
        certified or registered mail, return receipt requested.  Notices
        shall be provided to the parties and addresses (or facsimile numbers,
        as applicable) specified below:


                                  34

                If to Debtor:   Shoney's Properties Group 1, LLC
                                1727 Elm Hill Pike
                                Nashville, Tennessee 37210
                                Attention:      Michael P. Donahoe
                                                Vice President
                                Telephone:      (615) 231-2000
                                Telecopy:       (615) 231-2461

                With copy to:   Richard D. Schafstall, Esq.
                                Senior Vice President and General Counsel
                                SHONEY'S, INC.
                                1727 Elm Hill Pike
                                Nashville, Tennessee 37210
                                Telephone:      (615) 231-2000
                                Telecopy:       (615) 231-2531

                If to FFCA:     Dennis L. Ruben, Esq.
                                Executive Vice President, General Counsel
                                and Secretary
                                FFCA FUNDING CORPORATION
                                17207 North Perimeter Drive
                                Scottsdale, AZ  85255
                                Telephone:      (480) 585-4500
                                Telecopy:       (480) 585-2226

             B.  REAL ESTATE COMMISSION.  FFCA and Debtor represent and
        warrant to each other that they have dealt with no real estate or
        mortgage broker, agent, finder or other intermediary in connection
        with the transactions contemplated by this Agreement, except for Banc
        of America Securities LLC which is the obligation of Lessee.  FFCA
        and Debtor shall indemnify and hold each other harmless from and
        against any costs, claims or expenses, including attorneys' fees,
        arising out of the breach of their respective representations and
        warranties contained within this Section.

             C.  WAIVER AND AMENDMENT.  No provisions of this Agreement shall
        be deemed waived or amended except by a written instrument
        unambiguously setting forth the matter waived or amended and signed
        by the party against which enforcement of such waiver or amendment
        is sought.  Waiver of any matter shall not be deemed a waiver of the
        same or any other matter on any future occasion.

             D.  CAPTIONS; SECTION REFERENCES.  Captions are used throughout
        this Agreement for convenience of reference only and shall not be
        considered in any manner in the construction or interpretation
        hereof.  References to a particular Section herein shall mean such
        Section of this Agreement unless specific references is also made to
        another instrument or agreement.


                                    35

             E.  FFCA'S LIABILITY.  Notwithstanding anything to the contrary
        provided in this Agreement, it is specifically understood and agreed,
        such agreement being a primary consideration for the execution of
        this Agreement by FFCA, that (i) there shall be absolutely no
        personal liability on the part of any shareholder, director, officer
        or employee of FFCA, with respect to any of the terms, covenants and
        conditions of this Agreement or the other Loan Documents, (ii) Debtor
        waives all claims, demands and causes of action against FFCA's
        officers, directors, employees and agents in the event of any breach
        by FFCA of any of the terms, covenants and conditions of this
        Agreement or the other Loan Documents to be performed by FFCA and
        (iii) Debtor shall look solely to the assets of FFCA for the
        satisfaction of each and every remedy of Debtor in the event of any
        breach by FFCA of any of the terms, covenants and conditions of this
        Agreement or the other Loan Documents to be performed by FFCA, such
        exculpation of liability to be absolute and without any exception
        whatsoever.  Subject to the "Carveouts", as hereinafter set forth,
        it is specifically understood and agreed, such agreement being a
        primary consideration for the execution of this Agreement by Debtor,
        that (i) there shall be absolutely no personal liability on the part
        of the trustees, members, partners, shareholders, officers,
        directors, employees and agents of Debtor and its successors or
        assigns, to FFCA with respect to any of the terms, covenants and
        conditions of this Agreement or the other Loan Documents, and (ii)
        FFCA waives all claims, demands and causes of action against the
        trustees, members, partners, shareholders, officers, directors,
        employees and agents of Debtor and its successors or assigns in the
        event of any breach by Debtor of any of the terms, covenants and
        conditions of this Agreement or the other Loan Documents to be
        performed by Debtor, such exculpation of liability and waiver of
        claims, however, shall not be applicable and shall be of no force or
        effect upon the occurrence of any one or more of the following
        specified circumstances (the "Carveouts"):

                     (i)  Any fraud or misrepresentation by Debtor under
                this Agreement, any of the other Loan Documents, or any of
                the Other Agreements;

                     (ii)  Waste of any of the Premises (which shall be
                defined to include damage, destruction or disrepair of the
                Premises caused by a willful act or grossly negligent
                omission of the Debtor, but to exclude ordinary wear and
                tear in the absence of gross negligence);

                     (iii)  Misapplication of proceeds resulting from a
                Casualty or Taking (each as defined in the Mortgages); and

                     (iv)  The termination or amendment of the Lease in
                violation of the terms of this Agreement, any of the
                Mortgages, any of the other Loan Documents or any of the
                Other Agreements.

             F.  SEVERABILITY.  The provisions of this Agreement shall be
        deemed severable.  If any part of this Agreement shall be held
        unenforceable, the remainder shall remain in


                                    36

        full force and effect, and such unenforceable provision shall be
        reformed by such court so as to give maximum legal effect to the
        intention of the parties as expressed therein.

             G.  CONSTRUCTION GENERALLY.  This is an agreement between
        parties who are experienced in sophisticated and complex matters
        similar to the transaction contemplated by this Agreement and is
        entered into by both parties in reliance upon the economic and legal
        bargains contained herein and shall be interpreted and construed in
        a fair and impartial manner without regard to such factors as the
        party which prepared the instrument, the relative bargaining powers
        of the parties or the domicile of any party.  Debtor and FFCA were
        each represented by legal counsel competent in advising them of their
        obligations and liabilities hereunder.

             H.  OTHER DOCUMENTS.  Each of the parties agrees to sign such
        other and further documents as may be appropriate to carry out the
        intentions expressed in this Agreement.

             I. ATTORNEYS' FEES.  In the event of any judicial or other
        adversarial proceeding between the parties concerning this Agreement,
        the prevailing party shall be entitled to recover its reasonable
        attorneys' fees and other costs in addition to any other relief to
        which it may be entitled.  References in this Agreement to the
        attorneys' fees and/or costs of a party shall mean both the fees and
        costs of independent outside counsel retained by a party with respect
        to this transaction and the fees and costs of a party's in-house
        counsel incurred in connection with this transaction.

             J.  ENTIRE AGREEMENT. This Agreement and the other Loan
        Documents, together with any other certificates, instruments or
        agreements to be delivered in connection therewith, constitute the
        entire agreement between the parties with respect to the subject
        matter hereof, and there are no other representations, warranties or
        agreements, written or oral, between Debtor and FFCA with respect to
        the subject matter of this Agreement.  Notwithstanding anything in
        this Agreement to the contrary, upon the execution and delivery of
        this Agreement by Debtor and FFCA, the Commitment shall be deemed
        null and void and of no further force and effect and the terms and
        conditions of this Agreement shall control notwithstanding that such
        terms may be inconsistent with or vary from those set forth in the
        Commitment.

             K.  FORUM SELECTION; JURISDICTION; VENUE; CHOICE OF LAW.  Debtor
        acknowledges that this Agreement was substantially negotiated in the
        State of Arizona, this Agreement was signed and delivered by FFCA and
        Debtor in the State of Arizona, all payments under the Notes will be
        delivered in the State of Arizona and there are substantial contacts
        between the parties and the transactions contemplated herein and the
        State of Arizona.  For purposes of any action or proceeding arising
        out of this Agreement, the parties hereto hereby expressly submit to
        the non-exclusive jurisdiction of all federal and state courts
        located in the State of Arizona and Debtor consents that it may be
        served with any process or paper by registered mail or by personal
        service within or without the State of Arizona in accordance with
        applicable law.  Furthermore, Debtor waives and


                                   37

        agrees not to assert in any such action, suit or proceeding that it
        is not personally subject to the jurisdiction of such courts, that
        the action, suit or proceeding is brought in an inconvenient forum
        or that venue of the action, suit or proceeding is improper.  It is
        the intent of the parties hereto that all provisions of this
        Agreement shall be governed by and construed under the laws of the
        State of Arizona, without giving effect to its principles of
        conflicts of law.  To the extent that a court of competent
        jurisdiction finds Arizona law inapplicable with respect to any
        provisions hereof, then, as to those provisions only, the laws of the
        states where the Premises are located shall be deemed to apply as
        required.  Nothing in this Section shall limit or restrict the right
        of FFCA to commence any proceeding in the federal or state courts
        located in the states in which any of the Premises are located to the
        extent FFCA deems such proceeding necessary or advisable to exercise
        remedies available under this Agreement or the other Loan Documents.

             L.  COUNTERPARTS.  This Agreement may be executed in one or more
        counterparts, each of which shall be deemed an original.

             M.  BINDING EFFECT.  This Agreement shall be binding upon and
        inure to the benefit of Debtor and FFCA and their respective
        successors and permitted assigns, including, without limitation, any
        United States trustee, any debtor in possession or any trustee
        appointed from a private panel.

             N.  SURVIVAL.  Except for the conditions of Closing set forth
        in Section 9, which shall be satisfied or waived as of the Closing
        Date, all representations, warranties, agreements, obligations and
        indemnities of Debtor and FFCA set forth in this Agreement shall
        survive the Closing.

             O.  WAIVER OF JURY TRIAL AND PUNITIVE, CONSEQUENTIAL, SPECIAL
        AND INDIRECT DAMAGES.  EACH OF DEBTOR AND FFCA HEREBY KNOWINGLY,
        VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL
        BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
        PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY IT AGAINST THE OTHER
        PARTY OR SUCH OTHER PARTY'S SUCCESSORS WITH RESPECT TO ANY MATTER
        ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT
        CONTEMPLATED HEREIN OR RELATED HERETO.  THIS WAIVER BY EACH OF THE
        PARTIES HERETO OF ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY HAS BEEN
        NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.  FURTHERMORE,
        EACH OF FFCA AND DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND
        INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE,
        CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER PARTY AND
        ANY OF SUCH OTHER PARTY'S AFFILIATES, OFFICERS, DIRECTORS OR
        EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL
        ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM
        BROUGHT BY SUCH PARTY AGAINST THE OTHER PARTY OR ANY OF SUCH OTHER
        PARTY'S AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES OR


                                    38

        ANY OF THEIR RESPECTIVE SUCCESSORS WITH RESPECT TO ANY MATTER ARISING
        OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT
        CONTEMPLATED HEREIN OR RELATED HERETO.  THE WAIVER BY EACH OF DEBTOR
        AND FFCA OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL,
        SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES
        HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

             P.  TRANSFERS, PARTICIPATIONS AND SECURITIZATIONS. (1) A
        material inducement to FFCA's willingness to complete the
        transactions contemplated by the Loan Documents is Debtor's agreement
        that FFCA may, at any time, complete a Transfer, Participation or
        Securitization with respect to any Note, Mortgage and/or any of the
        other Loan Documents or any or all servicing rights with respect
        thereto.

             (2)  Debtor agrees to cooperate in good faith with FFCA in
        connection with any such Transfer, Participation and/or
        Securitization of any Note, Mortgage and/or any of the other Loan
        Documents, or any or all servicing rights with respect thereto,
        including, without limitation, (i) providing such documents,
        financial and other data, and other information and materials (the
        "Disclosures") which would typically be required with respect to
        Debtor and Lessee by a purchaser, transferee, assignee, servicer,
        participant, investor or rating agency involved with respect to such
        Transfer, Participation and/or Securitization, as applicable;
        provided, however, Debtor and Lessee shall not be required to make
        Disclosures of any confidential information or any information which
        has not previously been made public unless required by applicable
        federal or state securities laws; and (ii) amending the terms of the
        transactions evidenced by the Loan Documents to the extent necessary
        so as to satisfy the requirements of purchasers, transferees,
        assignees, servicers, participants, investors or selected rating
        agencies involved in any such Transfer, Participation or
        Securitization, so long as such amendments would not change any of
        the economic terms or provisions of the Loan Documents or have any
        material adverse effect upon Debtor, Lessee or the transactions
        contemplated by the Loan Documents.

             (3)  Debtor consents to FFCA providing the Disclosures, as well
        as any other information which FFCA may now have or hereafter acquire
        with respect to the Premises or the financial condition of Debtor and
        Lessee to each purchaser, transferee, assignee, servicer,
        participant, investor or rating agency involved with respect to such
        Transfer, Participation and/or Securitization, as applicable.  FFCA
        and Debtor (and their respective Affiliates) shall each pay their own
        attorneys fees and other out-of-pocket expenses incurred in
        connection with the performance of their respective obligations under
        this Section; provided, however, FFCA shall be responsible for the
        preparation of any amendments contemplated by clause (ii) of
        subsection (2) immediately above.

             (4)  Notwithstanding anything to the contrary contained in this
        Agreement or the other Loan Documents:


                                     39

                     (a)  an Event of Default or a breach or default, after
                the passage of all applicable notice and cure or grace
                periods, under any Loan Document or Other Agreement which
                relates to a loan or sale/leaseback transaction which has
                not been the subject of a Securitization, Participation or
                Transfer shall not constitute an Event of Default or a
                breach or default, as applicable, under any Loan Document or
                Other Agreement which relates to a loan which has been the
                subject of a Securitization, Participation or Transfer;

                     (b)  an Event of Default or a breach or default, after
                the passage of all applicable notice and cure or grace
                periods, under any Loan Document or Other Agreement which
                relates to a loan which has been included in any Loan Pool
                shall not constitute an Event of Default or a breach or
                default, as applicable, under any Loan Document or Other
                Agreement which relates to a loan which has been included in
                any other Loan Pool;

                     (c)  the Loan Documents and Other Agreements
                corresponding to the loans in any Loan Pool shall not secure
                the obligations of any of the Debtor Entities contained in
                any Loan Document or Other Agreement which does not
                correspond to a loan in such  Loan Pool; and

                     (d)  the Loan Documents and Other Agreements which do
                not correspond to a loan in any Loan Pool shall not secure
                the obligations of any of the Debtor Entities contained in
                any Loan Document or Other Agreement which does correspond
                to a loan in such Loan Pool.





                                    40


     IN WITNESS WHEREOF, Debtor and FFCA have entered into this Agreement as
of the date first above written.

                                   FFCA:

                                   FFCA FUNDING CORPORATION, a
                                   Delaware corporation


                                   By /s/ Gregg Seibert
                                     --------------------------------------
                                      Gregg Seibert
                                      Its:  President and Managing Partner


                                   DEBTOR:

                                   SHONEY'S PROPERTIES GROUP 1, LLC,
                                   a Delaware limited liability company

                                   By:  TPI Properties, Inc., a Tennessee
                                        corporation, its managing member


                                   By: /s/ Michael P. Donahoe
                                      -------------------------------------
                                      Michael P. Donahoe, Vice President






                                    41

STATE OF ARIZONA     )
                     ) SS.
COUNTY OF MARICOPA   )


     The foregoing instrument was acknowledged before me on September
1st, 2000 by Gregg Seibert, President and Managing Partner of FFCA FUNDING
CORPORATION, a Delaware corporation, on behalf of the corporation.

                                         /s/
                                         ----------------------------------
                                         Notary Public
My Commission Expires:





STATE OF ARIZONA     )
                     ) SS.
COUNTY OF MARICOPA   )


     The foregoing instrument was acknowledged before me on September
1st, 2000 by Michael P. Donahoe, Vice President of TPI Properties, Inc., a
Tennessee corporation, managing member of SHONEY'S PROPERTIES GROUP 1, LLC,
a Delaware limited liability company, on behalf of the corporation and
limited liability company.

                                         /s/
                                         ----------------------------------
                                         Notary Public
My Commission Expires:



             EXHIBITS AND SCHEDULES OMITTED DUE TO IMMATERIALITY.