Exhibit 10.47


                          AMENDMENT NO. 3 TO THE
                             CREDIT AGREEMENT

                                        Dated as of August 31, 2001

     AMENDMENT NO. 3 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 and Amendment No. 2 dated as of April 2, 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,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as follows:

          (a) Section 1.01 of the Credit Agreement is amended by inserting
     the following definition:

          "Post-Closing Mortgages" has the meaning specified in
          Section 5.01(x)(i)."

          (b) Section 5.01(x)(i) of the Credit Agreement is amended by:

               (i) deleting the phrase "No later than August 31, 2001,
          furnish to the Administrative Agent deeds of trust, trust
          deeds and mortgages in substantially the form of Exhibit F
          and covering the all fee simple properties of the Borrower
          and its Subsidiaries listed on Schedule 5.01(x)(i), duly
          executed by the Borrower" at the beginning thereof and
          substituting for such words the following:

          "(i) As of August 31, 2001, commence preparation of deeds of
          trust, trust deeds and mortgages in substantially the form
          of Exhibit F and covering all the fee simple properties of
          the Borrower and its Subsidiaries listed on Schedule
          5.01(x)(i) (the "Post-Closing Mortgages"); (ii) deliver to
          the Administrative Agent



                                  2

          no less frequently than bi-weekly those Post-Closing
          Mortgages, that are at that time completed and duly executed
          by the Borrower, together with a status report with respect
          to the preparation and completion of the Post-Closing
          Mortgages; and (iii) deliver to the Administrative Agent no
          later than November 15, 2001 all of the Post-Closing
          Mortgages not previously delivered to the Administrative
          Agent";

               (ii) deleting the proviso at the end thereof and
          substituting for such proviso the following:

          "provided, however, that the Borrower shall not be required
          to comply with the requirements of clauses (A), (B) and (D)
          of this Section 5.01(x)(i) unless requested to do so by the
          Administrative Agent in conjunction with or subsequent to
          the filing and recordation of the Post-Closing Mortgages
          pursuant to this Section 5.01(x); provided, further,
          however, that  the Administrative Agent shall commence
          filing and recordation of the Post-Closing Mortgages on
          November 30, 2001 unless the Borrower (1) obtains and
          accepts one or more financing commitments on or before
          November 30, 2001 for the refinancing and payment in full of
          the Facilities on or prior to December 31, 2001, or (2)
          enters into a definitive agreement on or before November 30,
          2001 for a business transaction that would result in the
          prepayment in full of the Facilities on or prior to December
          31, 2001, in each case, in form and substance, and from
          parties, reasonably acceptable to the Administrative Agent."

     SECTION 2. Conditions of Effectiveness.  This Amendment shall become
effective as of the date first above written when, and only when, the
Administrative Agent shall have received (i) counterparts of this Amendment
executed by the Borrower and the Required Lenders or, as to any of the
Lenders, advice satisfactory to the Administrative Agent that such Lender has
executed this Amendment, (ii) the consent attached hereto executed by each of
the parties thereto and (iii) an amendment fee equal to 0.125% of the
Commitment of each Lender party hereto.  The effectiveness of this Amendment
is conditioned on the accuracy of the factual matters described herein.  This
Amendment is subject to the provisions of Section 8.01 of the Credit
Agreement.

     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.




                                  3


          (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.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 5.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 6.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: Secretary


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

                                By  /s/ Richard G. Parkhurst, Jr.
                                    ----------------------------------------
                                    Title: Richard G. Parkhurst, Jr.
                                           Managing Director




                                MORGAN STANLEY
                                PRIME INCOME TRUST


                                By  /s/ Sheila Finnerty
                                    -----------------------------------------
                                    Name: Sheila Finnerty
                                    Title: Executive Director




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


                                By /s/ Darvin D. Pierce
                                   -----------------------------------------
                                   Name: Darvin D. Pierce
                                   Title: Executive Director



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


                                By /s/ Darvin D. Pierce
                                   -----------------------------------------
                                   Name: Darvin D. Pierce
                                   Title: Executive Director



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


                                By /s/ Darvin D. Pierce
                                   -----------------------------------------
                                   Name: Darvin D. Pierce
                                   Title: Executive Director



                                CYPRESSTREE INVESTMENT PARTNERS I, LTD

                                By: CypressTree Investment Management
                                Company, Inc. as Portfolio Manager


                                By: /s/ Jeffrey W. Heuer
                                    -----------------------------------------
                                    Name: Jeffrey W. Heuer
                                    Title: Principal





                                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 W. Heuer
                                    -----------------------------------------
                                    Name: Jeffrey W. Heuer
                                    Title: Principal



                                KZH CYPRESSTREE-1 LLC


                                By /s/ Susan Lee
                                   ------------------------------------------
                                   Name: Susan Lee
                                   Title: Authorized Agent


                                KZH STERLING LLC


                                By /s/ Susan Lee
                                   ------------------------------------------
                                   Name: Susan Lee
                                   Title: Authorized Agent


                                ML CLO XV PILGRIM AMERICA
                                (CAYMAN) LTD.

                                    By: ING Pilgrim Investments,
                                        as its investment manager


                                 By /s/ Jeffrey A. Bakalar
                                    -----------------------------------------
                                    Name: Jeffrey A. Bakalar
                                    Title: Senior Vice President




                                 ML CLO XX PILGRIM AMERICA
                                 (CAYMAN) LTD.

                                     By: ING Pilgrim Investments,
                                         as its investment manager


                                  By /s/ Jeffrey A. Bakalar
                                     ----------------------------------------
                                     Name: Jeffrey A. Bakalar
                                     Title: Senior Vice President


                                  ML CLO XII PILGRIM AMERICA
                                  (CAYMAN) LTD.

                                      By: ING Pilgrim Investments,
                                          as its investment manager


                                  By /s/ Jeffrey A. Bakalar
                                     ---------------------------------------
                                     Name: Jeffrey A. Bakalar
                                     Title: Senior Vice President



                                  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


                                  GENERAL ELECTRIC CAPITAL
                                  CORPORATION


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


                                  CAPTIVA II FINANCE, LTD.


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


                                CONSENT



                                      Dated as of August 31, 2001

    Each of the undersigned, Captain D's, Inc., a Delaware corporation,
Shoney's Inc., a Tennessee corporation (and the successor by merger to TPI
Restaurants, Inc., a Tennessee corporation), SHN Properties, LLC, a Delaware
limited liability company, Captain D's Realty, LLC, a Delaware limited
liability company and Beverage Sales, Inc., a Delaware corporation, 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: Secretary

                                  SHONEY'S, INC.


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


                                  SHN PROPERTIES, LLC

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


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


                                  CAPTAIN D's REALTY, LLC

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


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


                                  BEVERAGES SALES, INC.


                                  By:  /s/ Farbood Azari
                                       -------------------------------------
                                       Title: President