Exhibit 10.48


                          AMENDMENT NO. 4 TO THE
                             CREDIT AGREEMENT

                                       Dated as of December 27, 2001

     AMENDMENT NO. 4 TO THE CREDIT AGREEMENT among Captain D's, Inc., a
Delaware corporation (the "Borrower"), the banks, financial institutions and
other institutional lenders parties to the Credit Agreement referred to below
(collectively, the "Lenders"), and Bank of America, N.A., as Administrative
Agent (the "Administrative Agent") for the Lenders.

     PRELIMINARY STATEMENTS:

     (1) The Borrower, the Lenders and the Administrative Agent have entered
into a Credit Agreement dated as of September 6, 2000, as amended by
Amendment No. 1 and Waiver to the Credit Agreement dated as of January 26,
2001, Amendment No. 2 dated as of April 2, 2001 and Amendment No. 3 dated as
of August 31, 2001 (such agreement as so amended, the "Credit Agreement").
Capitalized terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.

     (2) The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.

     SECTION 1. Amendments to Credit Agreement.  The Credit Agreement is,
upon the occurrence of the Amendment No. 4 Effective Date (as hereinafter
defined), hereby amended as follows:

          (a) The definition of "Applicable Margin" set forth in Section
     1.01 is hereby amended in full to read as follows:

          "`Applicable Margin' means, in respect of each of the
     Facilities, (i) for the period from the Amendment No. 4 Effective
     Date until January 31, 2002, 5.00% per annum; (ii) for the period
     from February 1, 2002 until February 28, 2002, 6.00% per annum; and
     (iii) thereafter, 7.00% per annum."

          (b) The definition of "Termination Date" set forth in Section
     1.01 is hereby amended by deleting each reference to the date
     "December 31, 2001" therein and substituting for such reference the
     reference to the date "March 31, 2002".

          (c) The definition of "Net Cash Proceeds" set forth in Section
     1.01 is hereby amended by deleting the last two provisos thereof.




          (d) The definition of "Required Lenders" set forth in Section
     1.01 is hereby amended by deleting the phrase "a majority in
     interest" and replacing such phrase with the phrase "67%".

          (e) Section 1.01 is hereby amended by adding in the correct
     alphabetical order the following definition of "Amendment No. 4
     Effective Date":

          "`Amendment No. 4 Effective Date' has the meaning specified in
     Amendment No. 4 to this Agreement dated as of December 27, 2001."

          (f) Section 2.05(b) is hereby amended by adding at the end of
     clause (ii) thereof the following new clause (iii):

          "(iii) The Unused Working Capital Commitments shall be
     automatically and permanently reduced, ratably among the Appropriate
     Lenders in accordance with their Working Capital Commitments, on each
     date on which any prepayment of the Working Capital Advances is made
     pursuant to Section 2.06(b)(ii), by the amount of such prepayment."

          (g) Sections 2.06(b)(ii) and (b)(iii) are hereby amended by
     deleting the last sentence in each such section and replacing such
     sentence with the following sentence:

          "Each such prepayment shall be applied ratably to each of the
     Facilities (and in the case of the Working Capital Facility, in the
     manner set forth in clause (iv) below)."

          (h) Section 2.08(a) is hereby amended by deleting clause (ii)
     therein and replacing such clause with the new clause (ii) "(ii)
     0.50% per annum;".

          (i) Section 5.01(x) is hereby amended by adding at the end of
     clause (vi) thereof the following new clauses (vii), (viii) and (ix):

          "(vii) On or prior to January 20, 2002, host a conference call
     of the Lenders to provide update on the status of the refinancing and
     payment in full of the Facilities, and on or prior to February 20,
     2002, host a meeting of the Lenders in a commercially reasonable
     manner to review and discuss the plans and status of the refinancing
     and payment in full of the Facilities, including detailed term sheets
     in connection therewith.

          "(viii) On or prior to February 1, 2002, at the Borrower's own
     expense order for delivery no later than March 15, 2002 to the
     Administrative Agent fully paid American Land Title Association
     Lender's Extended Coverage title insurance policies or in lieu
     thereof binding commitments therefor in form and substance, with
     endorsements and in amount, acceptable to the Administrative Agent,
     issued, coinsured and reinsured by title insurers acceptable to the
     Administrative Agent, insuring the Post-Closing Mortgages (with
     certain exceptions to be agreed by the Administrative Agent) to be
     valid first and subsisting Liens on the properties listed on Schedule
     5.01(x)(i), free and clear of all defects (including, but not limited
     to, mechanics' and materialmen's Liens) and encumbrances, excepting
     only Permitted Encumbrances, and providing for such other affirmative
     insurance (including endorsements for future advances under the Loan




                                    3

     Documents and for mechanics' and materialmen's Liens) and such
     coinsurance and direct access reinsurance as the Administrative Agent
     may deem necessary or desirable.

          "(ix) Cooperate with and deliver to the Administrative Agent all
     other documents, instruments and evidence that the Administrative
     Agent or its title insurer may deem reasonably necessary in order to
     (A) create valid first and subsisting Liens on the properties for
     which the Post-Closing Mortgages have been delivered and (B) enable
     the title insurer to deliver the title insurance policies described
     in Section 5.01(x)(viii) above."

          (j) Section 5.02(c) hereby is amended by adding at the end of
     clause (ii) thereof the following new language:

          "or other than any sublease by the Borrower to Captain D's of
     Illinois, LLC".

          (k) Section 5.02(e) hereby is amended by:

          (i) adding at the end of subclause (ii)(B) thereof the following
     new language:

          ", or the sublease by the Borrower to Captain D's of Illinois,
     LLC, of a portion of the real property subject to the Master Lease
     provided that Captain D's of Illinois, LLC, becomes a grantor under
     the Security Agreement and a guarantor under the Subsidiary
     Guaranty."

          (ii) adding at the end of clause (ii) thereof the following new
     subclause (F):

          "and (F) the transfer of assets by the Borrower to Captain D's
     of Illinois, LLC, provided that Captain D's of Illinois, LLC, becomes
     a grantor under the Security Agreement and a guarantor under the
     Subsidiary Guaranty."

          (l) Section 5.04(a) is hereby amended in full to read as
     follows:

          "(a)  Interest Coverage Ratio.  Maintain as of the end of each
     fiscal quarter of the Borrower a ratio of (i) Consolidated Adjusted
     EBITDA of the Borrower and its Subsidiaries for the most recently
     completed four fiscal quarter period to (ii) Interest Expense of the
     Borrower and its Subsidiaries for such fiscal quarter of not less
     than the ratio set forth below for such fiscal quarter:

           FISCAL QUARTER ENDING                          RATIO

           February 18, 2001                             2.00:1.00
           May 13, 2001                                  2.25:1.00
           August 5, 2001                                2.25:1.00
           October 28, 2001                              2.40:1.00
           February 17, 2002                             2.40:1.00

          (m) Section 5.04(b) is hereby amended in full to read as
     follows:




                                     4


          "(b)  Minimum Adjusted EBITDA.  Maintain as of the end of the
     fiscal quarter of the Borrower minimum Consolidated Adjusted EBITDA
     of not less than the dollar amount set forth below for such fiscal
     quarter:

          FISCAL QUARTER ENDING             AMOUNT

          February 18, 2001               $34,000,000
          May 13, 2001                    $34,000,000
          August 5, 2001                  $34,000,000
          October 28, 2001                $32,500,000
          February 17, 2002               $32,500,000

          (n) Section 5.04(c) is hereby amended in full to read as
     follows:

          "(c)  Leverage Ratio.  Maintain as of the end of each fiscal
     quarter of the Borrower a Leverage Ratio of not more than the ratio
     set forth below for such fiscal quarter:

          FISCAL QUARTER ENDING              RATIO

          February 18, 2001                3.75:1.00
          May 13, 2001                     3.75:1.00
          August 5, 2001                   3.75:1.00
          October 28, 2001                 3.75:1.00
          February 17, 2002                3.75:1.00

          (o) Section 5.04(d) is hereby amended by adding to the table
     therein a new row with the new ratio set forth below opposite the
     following new date:

          FISCAL QUARTER ENDING              RATIO
          ---------------------              -----
          February 17, 2002                1.50:1.00

          (p) Schedule II to the Credit Agreement is hereby deleted in its
     entirety.

     SECTION 2. Conditions of Effectiveness.  This Amendment shall become
effective as of the first date (the "Amendment No. 4 Effective Date") on
which each of the following conditions precedent shall have been satisfied:

          (a) The Administrative Agent shall have received (i)
     counterparts of this Amendment executed by the Borrower and the
     Lenders or, as to any of the Lender Parties, advice satisfactory to
     the Administrative Agent that such Lender Party has executed this
     Amendment and (ii) the Consent attached hereto executed by each of
     the parties thereto.

          (b) The Administrative Agent shall have received on or before
     the Amendment No. 4 Effective Date the following, each dated such
     date (unless otherwise





                                 5


     specified), in form and substance satisfactory to the Lenders (unless
     otherwise specified) and in sufficient copies for each Lender Party:

               (i) Certified copies of (A) the resolutions of the
          Board of Directors of (1) the Borrower approving this
          Amendment and the matters contemplated hereby and thereby
          and (2) each other Loan Party evidencing approval of the
          Consent and the matters contemplated hereby and thereby and
          (B) all documents evidencing other necessary corporate
          action and governmental and other third party approvals and
          consents, if any, with respect to this Amendment, the
          Consent and the matters contemplated hereby and thereby.

               (ii) A certificate of the Borrower and each other Loan
          Party, in each case signed on behalf of such Loan Party by
          its President or a Vice President and its Secretary or any
          Assistant Secretary, dated the Amendment No. 4 Effective
          Date (the statements made in which certificate shall be true
          on and as of the Amendment No. 4 Effective Date), certifying
          as to (A) the absence of any amendments to the charter of
          such Loan Party since the date of the Secretary of State's
          certificate referred to in Section 3.01(k)(iii) of the
          Credit Agreement, or any steps taken by the board of
          directors (or persons performing similar functions) or the
          shareholders of such Loan Party to effect or authorize any
          further amendment, supplement or other modification thereto;
          (B) the accuracy and completeness of the bylaws of such Loan
          Party as in effect on the date on which the resolutions of
          the board of directors (or persons performing similar
          functions) of such Loan Party referred to in Section 2(b)(i)
          hereof were adopted and on the Amendment No. 4 Effective
          Date (a copy of which, if different from the bylaws of such
          Loan Party delivered to the Lender Parties on the date of
          the Initial Extension of Credit, shall be attached to such
          certificate); (C) the due incorporation and good standing of
          such Loan Party as a corporation organized under the laws of
          the jurisdiction of its incorporation, and the absence of
          any proceeding (either pending or contemplated) for the
          dissolution, liquidation or other termination of the
          existence of such Loan Party or any of its Subsidiaries; (D)
          the accuracy in all material respects of the representations
          and warranties made by such Loan Party in the Loan Documents
          to which it is or is to be a party as though made on and as
          of the Amendment No. 4 Effective Date (other than any such
          representations or warranties that, by their terms, refer to
          a specific date other than the Amendment No. 4 Effective
          Date, in which case as of such specific date); and (E) the
          absence of any event occurring and continuing that would
          constitute a Default.

               (iii) A certificate of the Secretary or an Assistant
          Secretary of the Borrower and each other Loan Party
          certifying the names and true signatures of the officers of
          the Borrower and such other Loan Party authorized to sign
          this Amendment and the Consent and the other documents to be
          delivered hereunder and thereunder.




                                   6


               (iv) Such financial, business and other information
          regarding the Borrower and the Loan Parties and their
          respective property, assets and businesses as the
          Administrative Agent or the Lender Parties shall have
          requested.

               (v) A favorable opinion of Dinsmore & Shohl LLP,
          counsel for the Borrower and the other Loan Parties, in form
          and substance reasonably satisfactory to the Administrative
          Agent.

               (vi) Such other opinions, certificates, documents and
          information as the Administrative Agent or the Lenders may
          reasonably request.

          (c) The representations and warranties contained in each of the
     Loan Documents shall be correct in all material respects on and as
     of the Amendment No. 4 Effective Date, as though made on and as of
     such date (other than any such representations or warranties that,
     by their terms, refer to a specific date other than the Amendment No.
     4 Effective Date, in which case as of such specific date).

          (d) No event shall have occurred and be continuing that
     constitutes a Default.

          (e) All of the accrued fees and expenses of the Administrative
     Agent and the Lender Parties (including the accrued fees and expenses
     of counsel for the Administrative Agent) shall have been paid in
     full.

          (f) The Borrower shall have paid to the Administrative Agent,
     for the ratable account of each Lender and to be held in escrow and
     disbursed by the Administrative Agent in accordance with Section 4
     of this Amendment, an extension fee (the "Extension Fee") of 1% on
     the aggregate Term B Commitment, Term C Commitment and Working
     Capital Commitment of such Lender.

     The effectiveness of this Amendment is further conditioned upon the
accuracy of all of the factual matters described herein.  This Amendment is
subject to the provisions of Section 8.01 of the Credit Agreement, except
that no amendment or waiver of any provision of this Section 2, nor consent
to any departure by the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Lenders.

     SECTION 3.Reference to and Effect on the Credit Agreement and the Notes.
(a)  On and after the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement, as amended by this
Amendment.

     (b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment,  are and shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.  Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue
to secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.




                                    7


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

     SECTION 4.Disbursement of Extension Fee.  The Borrower agrees that so
long as any Advance shall remain unpaid or any Letter of Credit or Commitment
shall be outstanding, 25% of the Extension Fee (as defined in Section 2(f)
hereof) with respect to each Lender shall be released from escrow and paid to
such Lender on January 2, 2002 and 75% of such Extension Fee shall be
released from escrow and paid to such Lender on January 31, 2002.  In the
event that all Advances shall have been paid and all Commitments and Letters
of Credit shall have been terminated (i) prior to January 2, 2002, the
Administrative Agent shall return 100% of each Lender's Extension Fee to the
Borrower or apply such amount to the repayment of the Advances or (ii) on or
after January 2, 2002 but prior to January 31, 2002, the Administrative Agent
shall return 75% of each Lender's Extension Fee to the Borrower or apply such
amount to the repayment of the Advances.

     SECTION 5.Costs and Expenses.  The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and
amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in accordance with the
terms of Section 8.04 of the Credit Agreement.

     SECTION 6.Delivery of Post-Closing Mortgages.The Administrative Agent
hereby acknowledges that all Post-Closing Mortgages have been delivered by
the Borrower to the Administrative Agent.

     SECTION 7.Execution in Counterparts.  This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the
same agreement.  Delivery of an executed counterpart of a signature page to
this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.

     SECTION 8.Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.







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

                              CAPTAIN D'S, INC.


                              By  /s/ F. E. McDaniel, Jr.
                                  ------------------------------------------
                                  Title: Vice President



                              BANK OF AMERICA, N.A.,
                              as Administrative Agent and as Lender


                              By  /s/  Charles A. Kerr
                                  -------------------------------------------
                                  Title: Charles A. Kerr
                                         Managing Director




                              BALANCED HIGH-YIELD FUND I, LTD.

                              BY:  ING Capital Advisors LLC,
                                   as Asset Manager


                              BY:  /s/ Michael J. Campbell
                                   -----------------------------------------
                              Name:  Michael J. Campbell
                              Title:  Managing Director


                              Captiva II Finance Ltd.
                              ----------------------------------------------
                              (Please print or type name of institution)


                              By:  /s/ David Dyer
                                   ------------------------------------------
                                   Title:  David Dyer
                                           Director


                              CypressTree Investment Partners I, Ltd.
                              By:  CypressTree Investment Management Company,
                                   as Portfolio Manager

                              By:  /s/ Jeffrey Megar
                                   ------------------------------------------
                                   Name: Jeffrey Megar
                                   Title: Principal


                              SENIOR DEBT PORTFOLIO
                              By: Boston Management and Research
                                  as Investment Advisor
                              -----------------------------------------------
                              (Please print or type name of institution)


                              By:  /s/ Scott H. Page
                                   ------------------------------------------
                                   Title:  Scott H. Page
                                           Vice President


                              CypressTree Investment Management Company, Inc.
                              As: Attorney-in-Fact and on behalf of First
                                  Allmerica Financial Life Insurance Company
                                  as Portfolio Manager


                              By: /s/ Jeffrey Megar
                                  -------------------------------------------
                                  Name:  Jeffrey Megar
                                  Title:  Principal



                              GENERAL ELECTRIC CAPITAL CORPORATION


                              By:  /s/ Robert M. Kadlick
                                   ------------------------------------------
                                   Name:  Robert M. Kadlick
                                   Title:  Duly Authorized Signatory


                              KZH CYPRESSTREE-1 LLC


                              By:  /s/ Anthony Iarrobino
                                   ------------------------------------------
                                   Title:  Anthony Iarrobino
                                           Authorized Agent



                               KZH STERLING LLC



                               By: /s/ Anthony Iarrobino
                                   ------------------------------------------
                                   Title:  Anthony Iarrobino
                                           Authorized Agent


ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments LLC
    as its investment manager             -----------------------------------
                                          (Please print or type name of
                                          institution)
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments LLC
    as its investment manager             By:  /s/ Brian S. Horton
                                               ------------------------------
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.        Title:  Brian S. Horton
By: ING Pilgrim Investments LLC                        Vice President
    as its investment manager



                                 MORGAN STANLEY PRIME INCOME TRUST
                                 ---------------------------------
                                 (Please print or type name of institution)


                                 By:  /s/ Sheila A. Finnerty
                                      ---------------------------------------
                                      Title:  Sheila A. Finnerty
                                              Executive Director




                                North American Senior Floating Rate Fund,
                                Inc.
                                By: Stanfield Capital Partners LLC
                                    as Subadvisor
                                --------------------------------------------
                                (Please print or type name of institution)


                                By:  /s/ Gregory L. Smith
                                     ----------------------------------------
                                     Title:  Gregory L. Smith
                                             Partner




                                SEQUILS I, LTD

                                By: TCW Advisors, Inc. as its
                                Collateral Manager

                                By:  /s/
                                     ----------------------------------------
                                     Name:
                                     Title:


                               SEQUILS IV, LTD

                               By:  TCW Advisors, Inc. as its
                                    Collateral Manager

                               By:  /s/
                                    -----------------------------------------
                                    Name:
                                    Title:


                               Transamerica Business Capital Corporation


                               By: /s/ Stephen Goetschius
                                   ------------------------------------------
                               Title:  Stephen Boetschius
                                       SVP


                               VAN KAMPEN
                               PRIME RATE INCOME TRUST
                               By:  Van Kampen Investment Advisory Corp.


                               By:  /s/ Brian T. Buscher
                                    -----------------------------------------
                                    Title: Brian T. Buscher
                                           Manager Operations & Compliance



                               VAN KAMPEN
                               SENIOR FLOATING RATE FUND
                               By:  Van Kampen Invesment Advisory Corp.

                               By:  /s/ Brian T. Buscher
                                    -----------------------------------------
                                    Title: Brian T. Buscher
                                           Manager Operations & Compliance


                               VAN KAMPEN
                               SENIOR INCOME TRUST
                               By:  Van Kampen Invesment Advisory Corp.

                               By:  /s/ Brian T. Buscher
                                    -----------------------------------------
                                    Title: Brian T. Buscher
                                           Manager Operations & Compliance





                                 CONSENT


                                  Dated as of December 27, 2001

     Each of the undersigned, Captain D's, Inc., a Delaware corporation,
Shoney's Inc., a Tennessee corporation, SHN Properties, LLC, a Delaware
limited liability company, Captain D's Realty, LLC, a Delaware limited
liability company, D's Equipment Co., Inc., a Tennessee corporation, Captain
D's Holdings, Inc., a Tennessee corporation, and Captain D's of Illinois,
LLC, a Tennessee limited liability company, to the extent it is (i) a Grantor
under the Security Agreement dated as of September 6, 2000 in favor of the
Administrative Agent and, for its benefit and the benefit of the Secured
Parties (as defined in the Credit Agreement referred to in the foregoing
Amendment), (ii) a Grantor under the Intellectual Property Security Agreement
dated as of September 6, 2000 in favor of the Administrative Agent and, for
its benefit and the benefit of the Secured Parties, (iii) a Pledgor under the
Pledge Agreement dated as of September 6, 2000 in favor of the Administrative
Agent and, for its benefit and the benefit of the Secured Parties and (iv) a
Subsidiary Guarantor under the Subsidiary Guaranty dated as of September 6,
2000 in favor of the Administrative Agent and, for its benefit and the
benefit of the Secured Parties, hereby consents to such Amendment and hereby
confirms and agrees that (a) notwithstanding the effectiveness of such
Amendment, each of the Loan Documents (as defined in the Credit Agreement
referred to in the foregoing Amendment) to which it is a party is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed
in all respects, except that, on and after the effectiveness of such
Amendment, each reference in such Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import shall mean and be a reference
to the Credit Agreement, as amended by such Amendment, and (b) the Collateral
Documents to which it is a party and all of the Collateral described therein
do, and shall continue to, secure the payment of all of the Secured
Obligations (in each case, as defined therein).

                                     CAPTAIN D'S, INC.


                                     By:  /s/ F. E. McDaniel, Jr.
                                          -----------------------------------
                                          Title: Vice President

                                     SHONEY'S, INC.


                                     By:  /s/ Donna M. Adams
                                          -----------------------------------
                                          Title: Vice President - Tax



                                     SHN PROPERTIES, LLC

                                     By: Captain D's, Inc., as Managing
                                         Member


                                     By:  /s/ F. E. McDaniel, Jr.
                                          -----------------------------------
                                          Title:  Vice President


                                     CAPTAIN D's REALTY, LLC

                                     By: Captain D's, Inc., as Managing
                                         Member


                                     By:  /s/ F. E. McDaniel, Jr.
                                          -----------------------------------
                                          Title: Vice President


                                     D'S EQUIPMENT CO., INC.


                                     By:  /s/ F. E. McDaniel, Jr.
                                          -----------------------------------
                                          Title: Vice President


                                     CAPTAIN D'S HOLDINGS, INC.


                                     By:  /s/ F. E. McDaniel, Jr.
                                          -----------------------------------
                                          Title: President


                                     CAPTAIN D'S OF ILLINOIS, LLC
                                     By: Captain D's, Inc., its Sole Member


                                     By:  /s/ F. E. McDaniel, Jr.
                                          -----------------------------------
                                          Title: Vice President