Exhibit 10.28


                                AMENDMENT
                                   TO
                             LOAN AGREEMENT


     THIS AMENDMENT TO LOAN AGREEMENT ("Amendment") is made as of October 26,
2001 (the "Effective Date") by and between SHONEY'S PROPERTIES GROUP 3, LLC,
a Delaware limited liability company ("Debtor"), and LASALLE BANK NATIONAL
ASSOCIATION, as Indenture Trustee, pursuant to that certain Indenture dated
as of November 1, 2000  ("Trustee").

                          PRELIMINARY STATEMENT

     Debtor and GE Capital Franchise Finance Corporation, a Delaware
corporation, successor by merger to FFCA Acquisition Corporation ("FFC"),
entered into that certain Loan Agreement dated as of September 6, 2000 (the
"Loan Agreement").

     The Loan Agreement provided for FFC to provide the Loans to Debtor for
the Premises, with each Loan to be evidenced by a Note and secured by a first
priority security interest in the corresponding Premises pursuant to a
Mortgage.

     FFC has sold, conveyed, transferred and assigned its right, title and
interest in and to the Loan Agreement and all other Loan Documents to Trustee
pursuant to that Loan Purchase Agreement dated November 1, 2000.

     This Amendment to Loan Agreement is being executed and delivered by
Debtor and Trustee pursuant to that Substitution Agreement of even date
herewith made by Debtor and Trustee, among others (the "Substitution
Agreement").  The Substitution Agreement provides for the release of the real
property described on attached Exhibit A (the "Replaced Premises") from, and
the subjection of the real property described on attached Exhibit B (the
"Substitute Premises") to, the provisions of the Loan Agreement and all of
the Loan Documents (the "Substitution"), pursuant to Section 13.A.(i) of the
Loan Agreement.  For purposes of this Amendment, capitalized terms used and
not otherwise defined herein shall have the meaning ascribed to such terms as
are contained in the Substitution Agreement and the Loan Agreement.

                                 AGREEMENT

     In consideration of the mutual agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Loan Agreement as
follows:

     1. DEFINITIONS.  All references to the Loan Agreement and the Loan
Documents referring to "FFCA", or any other definitions in the Loan Agreement
containing the term "FFCA" in all or part of its defined term, such as "FFCA
Entities", "FFCA Payments", etc., shall be amended to mean and refer to "FFC"
which means GE Capital Franchise Finance Corporation, a Delaware corporation,
and successor by merger to both FFCA Acquisition Corporation and FFCA Funding
Corporation.



     2. SUBSTITUTION.

     (i) Pursuant to Section 13.B of the Loan Agreement, on and after the
Effective Date:  the Substitute Premises shall be deemed, and is hereby,
added to and substituted for the Replaced Premises for all purposes of the
Loan Agreement as if originally included therein; the Loan Amount for the
Substitute Premises shall be the same as for the Replaced Premises for all
purposes of the Loan Agreement; the Substitute Premises shall be included
within the Aggregate Fixed Charge Coverage Ratio requirement set forth in the
Loan Agreement and the Master Lease; the "Transaction Documents", as that
term is defined in the Substitution Agreement, shall be included within the
meaning of the term "Loan Documents" as defined and used in the Loan
Agreement and other Loan Documents; the Substitute Premises shall be included
within the definition of "Premises" as that term is defined and used in the
Loan Agreement and shall secure the same Obligations (as defined in the
Mortgages) as were secured by the Replaced Premises; and other defined terms
in the Loan Agreement and other Loan Documents shall be deemed modified to
include the corresponding information for the Substitute Premises, as
appropriate.

     (ii) Exhibit A to the Loan Agreement is hereby modified to include the
address and FFC File Number for the Substitute Premises as set forth on
Exhibit C to this Amendment.

     3. DELETION; CONTINUING OBLIGATIONS.

     (i) Pursuant to Section 13.B of the Loan Agreement, on and after the
Effective Date:  the Replaced Premises shall be deemed, and is hereby,
deleted and removed as one of the Premises for all purposes of the Loan
Agreement; the Replaced Premises shall be excluded from the Aggregate Fixed
Charge Coverage Ratio requirement set forth in the Loan Agreement and the
Master Lease; the Replaced Premises shall be excluded from the definition of
"Premises" as that term is defined and used in the Loan Agreement and other
Loan Documents; and other defined terms in the Loan Agreement and other Loan
documents shall be deemed modified to exclude the corresponding information
for the Replaced Premises, as appropriate.

     (ii) Exhibit A to the Loan Agreement is hereby modified to delete the
address and FFC File Number for the Replaced Premises.

     (iii)  Notwithstanding the deletion and removal of the Replaced Premises
from the Loan Agreement, this Amendment and such deletion and removal shall
not surrender, relinquish, discharge or release and shall not be interpreted
or construed as modifying, amending, terminating, limiting or affecting in
any manner Debtor's obligations and liabilities to Trustee and the FFC
Entities which have accrued or arisen under the Loan Agreement with respect
to the Replaced Premises prior to the Effective Date of this Amendment,
including, without limitation, the following (the "Debtor's Continuing
Obligations"):

          (a) the indemnification and hold harmless obligations of Debtor to
the Indemnified Parties, including, without limitation, Trustee, set forth in
the Loan Agreement, including, without limitation, the provisions of Section
12 thereof;


                                    2

          (b) Debtor's obligations and liabilities arising under the Loan
Agreement which have accrued as to the Replaced Premises prior to the
Effective Date; and

          (c) the provisions of the Loan Agreement which the Loan Agreement
provides shall survive the expiration or termination thereof.

Debtor shall be obligated to pay and perform all of the Debtor's Continuing
Obligations in accordance with the corresponding terms and provisions of the
Loan Agreement.

     4. NO FURTHER AMENDMENTS.  Except as specifically modified, amended or
changed herein in connection with the Substitution, all terms and provisions
of the Loan Agreement shall remain in full force and effect, unchanged and
unmodified.  Without limiting the generality of the foregoing, the
representations, warranties and covenants of Debtor made in the Loan
Agreement  are hereby restated and affirmed.

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

     6. EXHIBIT.  The exhibits attached hereto are incorporated herein by
this reference as though fully set forth herein.







                                     3


     IN WITNESS WHEREOF Debtor and Trustee have executed this Amendment as of
the date first above written.

                        LASALLE BANK NATIONAL ASSOCIATION, as
                        Indenture Trustee, pursuant to that certain Indenture
                        dated as of November 1, 2000

                        By: GE Capital Franchise Finance Corporation,
                            successor by merger to Franchise Finance
                            Corporation of America, as Attorney-in-Fact
                            and Master Servicer pursuant to that certain
                            Servicing Agreement dated as of November
                            1, 2000


                        By /s/ Andrew G. Kent
                           --------------------------------------------------
                        Name  Andrew G. Kent
                            -------------------------------------------------
                        Title  Senior Vice President, Associate General
                               Counsel and Assistant Secretary
                             ------------------------------------------------

                        SHONEY'S PROPERTIES GROUP 3, LLC, a
                        Delaware limited liability company


                        By: Shoney's, Inc., a Tennessee corporation, its
                            managing member


                        By /s/ F. E. McDaniel, Jr.
                           --------------------------------------------------
                        Printed Name  F. E. McDaniel, Jr.
                                    -----------------------------------------
                        Its  Secretary
                           --------------------------------------------------






                                     4


STATE OF ARIZONA    )
                    ) SS.
COUNTY OF MARICOPA  )

     The foregoing instrument was acknowledged before me on October 24,
2001 by Andrew G. Kent, Sr. VP, Associate General Counsel and Assistant
Secretary of GE Capital Franchise Finance Corporation, successor by merger to
Franchise Finance Corporation of America, as Attorney-In-Fact and Master
Servicer pursuant to that certain Servicing Agreement dated as of November 1,
2000, for and on behalf of LaSalle Bank National Association, as Indenture
Trustee pursuant to that certain Indenture dated as of November 1, 2000, on
behalf of the corporation.

                                         /s/ Sheryl R. Hassell
                                         ------------------------------------
                                         Notary Public
My Commission Expires:

8-26-05
----------------------



STATE OF TENNESSEE  )
                    ) SS.
COUNTY OF DAVIDSON  )

     The foregoing instrument was acknowledged before me on October 23, 2001
by F. E. McDaniel, Jr., Secretary of Shoney's, Inc., a Tennessee corporation,
managing member of Shoney's Properties Group 3, LLC, a Delaware limited
liability company, on behalf of the corporation and limited liability
company.

                                         /s/ Monica A. Carlson
                                         ------------------------------------
                                         Notary Public
My Commission Expires:

Jan. 25, 2003
----------------------





                                     5


Exhibit omitted due to immateriality.